<PAGE>

                                 
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549
                         ________________

                             FORM 10-Q

(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 x  SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 1996

                                OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from_________ to_________

                  Commission file number 1-11953


                       Willbros Group, Inc.
      (Exact name of registrant as specified in its charter)


    Republic of Panama                       98-0160660
(Jurisdiction of incorporation)     (I.R.S. Employer Identification Number)

                  Edificio Torre Banco Germanico
                Calle 50 y 55 Este, Apartado 850048
                   Panama 5, Republic of Panama
                  Telephone No.: (50-7) 263-2982
   (Address, including zip code, and telephone number, including
     area code, of principal executive offices of registrant)
                                 
                                 
                           NOT APPLICABLE
--------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed
                         since last report)


    Indicate by check mark whether the registrant (1) has filed all
reports  required  to  be  filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
for  such shorter period that the registrant was required  to  file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes          X         No


    The number of shares of the registrant's Common Stock, $.05 par
value, outstanding as of November 12, 1996, was 14,385,980.




<PAGE>
PART 1.              FINANCIAL INFORMATION
ITEM 1.        CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
                         WILLBROS GROUP, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS
          (In thousands, except share and per share amounts)
                             (Unaudited)

<CAPTION>
                                            September 30, December 31,
                                                 1996       1995
                                              --------   --------
                                ASSETS
<S>                                           <C>        <C>
Current assets:
   Cash and cash equivalents                  $ 18,465   $ 19,859
   Accounts receivable                          66,417     65,652
   Contract cost and recognized
     income not yet billed                       4,484     11,515
   Prepaid expenses                              3,796      1,992
                                              --------   --------
      Total current assets                      93,162     99,018
Property, plant, equipment 
  and spare parts, net                          54,071     48,933
Other assets                                     4,602      2,003
                                              --------   --------     
      Total assets                            $151,835   $149,954
                                              ========   ========
                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable                              $  5,085   $  3,119
   Accounts payable and accrued liabilities     32,606     41,015
   Accrued income taxes                          3,851      4,918
   Contract billings in excess of cost
     and recognized income                      13,179     11,199
                                              --------   --------
      Total current liabilities                 54,721     60,251
Other liabilities                                6,813      6,312
                                              --------   --------
      Total liabilities                         61,534     66,563
Redemption value of common stock held
  by plan participants                               -      7,918
Redeemable Preferred Stock                           -     36,200
Stockholders' equity:
   Class A Preferred Stock, par value $.01
     per share, 1,000,000 shares authorized,
     none issued                                     -          -
   Common stock, par value $.05 per share,
     35,000,000 shares authorized;  14,385,980
     shares issued at September 30, 1996 and
     3,000,000 shares issued December 31, 1995      719        150
   Capital in excess of par value                55,525     10,731
   Cumulative foreign currency
     translation adjustment                       (784)       (784)
   Retained earnings                            38,025      39,956
   Notes receivable for stock purchases         (3,184)     (2,377)
   Treasury stock at cost, 78,000 shares
     at December 31, 1995                            -        (485)
   Redemption value of common stock held
     by plan participants                            -      (7,918)
                                              --------    --------
      Total stockholders' equity                90,301      39,273
                                              --------    --------
      Total liabilities and
        stockholders' equity                  $151,835    $149,954
                                              ========    ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.


                                  2
<PAGE>

<TABLE>

                         WILLBROS GROUP, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
          (In thousands, except share and per share amounts)
                             (Unaudited)
                                 
<CAPTION>
                                 
                              Three Months         Nine Months
                           Ended September 30,  Ended September 30,
                            1996      1995        1996      1995
                          --------  --------   --------   --------

<S>                       <C>       <C>        <C>        <C>
Contract revenues         $ 47,407  $ 56,962   $149,863   $132,084

Operating expenses:
   Contract                 34,457    44,131    110,888     98,353
   Depreciation and
     amortization            3,550     3,983     10,180     11,348
   General and
     administrative          6,204     6,157     19,477     18,739
   Compensation from
     changes in redemption
     value of common stock   4,695       302      6,122        356
                          --------  --------   --------   --------
                            48,906    54,573    146,667    128,796
                          --------  --------   --------   --------
        Operating income
         (loss)             (1,499)    2,389      3,196      3,288
Other income (expense):
   Interest - net             (100)      156       (222)       290
   Minority interest          (824)     (413)    (1,602)      (976)
   Other - net                 (63)      805        746      1,212
                          --------  --------   --------   --------
                              (987)      548     (1,078)       526
                          --------  --------   --------   --------
      Income (loss) before
       income taxes         (2,486)    2,937      2,118      3,814
Provision for income taxes     355       782      1,529      1,533
                          --------  --------   --------   --------
      Net income (loss)   $ (2,841) $  2,155   $    589   $  2,281
                          ========  ========   ========   ========
Net income (loss) per
  common and common
  equivalent share        $   (.20) $    .15   $   (.06)  $    .16
                          ========= ========   ========   ========
Weighted average number
  of common and common
  equivalent shares
  outstanding          14,210,653 14,206,691  14,063,758 14,223,858
                       ========== ==========  ========== ==========





</TABLE>
See accompanying notes to condensed consolidated financial statements.


                                  3


<PAGE>
<TABLE>
                         WILLBROS GROUP, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          (In thousands, except share and per share amounts)
                             (Unaudited)
                                 
<CAPTION>
                                 
                                                                                            Redemption
                                                  Cumulative             Notes               Value of
                                         Capital   Foreign            Receivable              Common     Total
                                        in Excess  Currency               for               Stock Held   Stock- 
                          Common Stock    of Par Translation Retained    Stock    Treasury    by Plan   holders'
                        Shares  Par Value  Value  Adjustment Earnings  Purchases    Stock  Participants  Equity
                     --------   --------  -------  -------   -------   -------    -------   ---------   -------
<S>                  <C>          <C>     <C>       <C>      <C>       <C>        <C>        <C>       <C>           
Balance, January 1,
  1996                3,000,000   $150    $10,731   $(784)   $39,956   $(2,377)   $  (485)   $(7,918)  $ 39,273
    Net income                -      -          -       -        589         -          -          -        589
    Preferred
      dividends               -      -          -       -     (1,448)        -          -          -     (1,448)
    Purchase of treasury
      stock                   -      -          -       -          -         -     (2,531)        63     (2,468)
    Exercise  of stock
      options                 -      -          -       -     (1,072)   (1,715)     3,016          -        229
    Sale of common
      stock, net of
      offering
      expenses          525,980     26      3,015       -          -         -          -          -      3,041
    Conversion of
      preferred
      stock          10,860,000    543     35,657       -          -         -          -          -     36,200 
    Payment of notes
      receivable              -      -          -       -          -       908          -       (897)        11
    Increase in
      redemption
      value of
      common stock            -      -      1,427       -          -         -          -     (1,427)         -
    Compensation
      expense at
      initial public
      offering date           -      -      4,695       -          -         -          -          -      4,695   
    Termination of
      redemption
      obligation              -      -          -       -          -         -          -     10,179     10,179
                    -----------  -----    -------   -----    -------   -------    -------    -------    -------
Balance, September 30,
  1996               14,385,980  $ 719    $55,525   $(784)   $38,025   $(3,184)   $     -    $     -    $90,301                   
                    ===========  =====    =======   =====    =======   =======    =======    =======    =======
</TABLE>






See accompanying notes to condensed consolidated financial statements.


                                  4


<PAGE>
<TABLE>
                         WILLBROS GROUP, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          (In thousands, except share and per share amounts)
                             (Unaudited)
                                 
<CAPTION>
                                                    Nine Months
                                                 Ended September 30,
                                                   1996      1995
                                                --------   --------                               

<S>                                              <C>        <C>
Cash flows from operating activities:
    Net income                                   $    589   $  2,281
    Reconciliation of net income to cash
      provided by (used in) operating
      activities:
        Depreciation and amortization              10,180     11,348
        Compensation from changes in
          redemption value of common stock          6,122        356
        Loss (gain) on sales and retirements           64        (92)
        Changes in operating assets and
          liabilities:
            Accounts receivable                      (765)   (13,428)
            Contract cost and recognized
              income not yet billed                 7,031     (6,870)
            Prepaid expenses and other assets      (4,403)    (1,275)
            Accounts payable and accrued
              liabilities                          (8,409)     3,230
            Accrued income taxes                   (1,860)       206
            Contract billings in excess of
              cost and recognized income            1,980        395
            Other liabilities                         477        388
                                                 --------   --------
                Cash provided by (used in)
                  operating activities             11,006     (3,461)
Cash flows from investing activities:
    Proceeds from sales of property and 
      equipment                                       511        287
    Purchase of property, equipment and
      spare parts                                 (15,893)   (11,799)
                                                 --------   --------
                Cash used in investing
                  activities                      (15,382)   (11,512)
Cash flows from financing activities:
    Proceeds from notes payable                    14,440      2,849
    Proceeds from common stock                      3,270          -
    Collection of notes receivable
      for stock purchases                             908        630
    Repayment of notes payable                    (11,657)    (5,769)
    Payment of dividends on preferred
      stock                                        (1,448)         -
    Purchase of treasury stock                     (2,531)      (282)
                                                 --------   --------   
                Cash provided by (used in)
                  financing activities              2,982     (2,572)
                                                 --------   --------
Cash used in all activities                        (1,394)   (17,545)
Cash and cash equivalents, beginning
  of period                                        19,859     49,142
                                                 --------   --------
Cash and cash equivalents, end of period         $ 18,465   $ 31,597
                                                 ========   ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.


                                  5


<PAGE>
                       WILLBROS GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        (In thousands, except share and per share amounts)
                            (Unaudited)




1. Basis of Presentation

    The  condensed  consolidated financial statements  of  Willbros
Group,  Inc.  and  its majority-owned subsidiaries (the  "Company")
reflect  all  adjustments which are, in the opinion of  management,
necessary  to  present  fairly the financial position,  results  of
operations and cash flows of the Company as of September 30,  1996,
and  for all interim periods presented.  All adjustments are normal
recurring accruals.

    Certain  information and footnote disclosures normally included
in  financial  statements  prepared in  accordance  with  generally
accepted  accounting  principles have been  condensed  or  omitted.
These condensed consolidated financial statements should be read in
conjunction   with   the  Company's  December  31,   1995   audited
consolidated  financial statements and notes thereto  contained  in
the Company's Registration Statement on Form S-1 (No. 333-5413), as
amended  (the  "Registration Statement"),  covering  the  Company's
initial public offering of common stock.  The results of operations
for  the  period  ended  September 30, 1996,  are  not  necessarily
indicative  of the operating results to be achieved  for  the  full
year.

2. Compensation Charge

    Compensation from changes in redemption value of common  stock,
as  described in the Registration Statement, is, in the three-month
period   ended   September  30,  1996,  a   stock-based,   non-cash
compensation  charge  for  the  difference  between   the   maximum
redemption  value  of  shares  subject  to  redemption  under   the
Company's  employee  stock ownership plans and the  initial  public
offering price.

3. Initial Public Offering

    An  initial public offering of the Company's common  stock  was
completed  in  August  1996 with the sale of  5,490,500  shares  of
common  stock, consisting of 525,980 newly issued shares  resulting
in  net proceeds to the Company of $4,892 before offering costs and
4,964,520 shares sold by a stockholder of the Company for which the
Company  did  not receive any proceeds.  Subsequent to the  initial
public  offering,  there  are 14,385,980  shares  of  common  stock
outstanding.

    In July 1996, prior to the initial public offering, all 362,000
shares  of  the  $100  redeemable preferred stock  of  the  Company
outstanding  were converted into common stock of the Company  at  a
conversion  rate  of 30 shares of common stock for  each  share  of
preferred stock.

4. Contingencies, Commitments and Other Circumstances

    The  Company  provides construction, engineering and  specialty
services  to  the  oil  and gas industry.  The Company's  principal
markets  are currently Africa, Asia, the Middle East, South America
and the United States.  Operations outside the United States may be
subject to certain risks which ordinarily would not be expected  to
exist   in   the   United   States,  including   foreign   currency
fluctuations, expropriation of assets, civil uprisings  and  riots,
instability  of  government  and legal systems  of  decrees,  laws,
regulations,  interpretations and court  decisions  which  are  not
always  fully  developed  and which may be  retroactively  applied.
Management  is  not  presently aware of  any  events  of  the  type
described in the countries in which it operates that have not  been
provided  for in the accompanying condensed consolidated  financial
statements. Based upon the advice of knowledgeable professionals in
the  various  work countries concerning the interpretation  of  the
laws,  practices and customs of the countries in which it operates,
management believes the Company has followed the current  practices
in  those  countries;  however, because  of  the  nature  of  these
potential risks, there can be no assurance that the Company may not
be  adversely affected by them in the future.  The Company  insures
substantially all of its equipment in countries outside the  United
States against certain political risks and terrorism.


                                 6


<PAGE>

    The  Company  has  the usual liability of contractors  for  the
completion  of contracts and the warranty of its work.  Where  work
is performed through a joint venture, the Company also has possible
liability for the contract completion and warranty responsibilities
of  its  joint venturers.  Management is not aware of any  material
exposure  related thereto which has not been provided  for  in  the
accompanying consolidated financial statements.

    Certain  post contract completion audits and reviews are  being
conducted by clients andor government entities.  While there can be
no  assurance that claims will not be received as a result of  such
audits and reviews, management does not believe a legitimate  basis
for  any  material claims exists.  At the present time  it  is  not
possible  for management to estimate the likelihood of such  claims
being asserted or, if asserted, the amount or nature thereof.

5. Subsequent Event

    In  October 1996, the Company granted stock options to purchase
444,000  shares of common stock, in the aggregate, to  certain  key
employees under the Company's 1996 Stock Plan.  The options,  which
are  exercisable at prices of $8.67 per share or $9.125 per  share,
vest over a period beginning in October 1996, and ending in January
1999.   In  addition, options to purchase 37,000 shares  of  common
stock, in the aggregate, exercisable at prices of $9.125 per  share
or  $10.00 per share, were granted to non-employee directors  under
the Company's Director Stock Plan.


                                 
                                 7

<PAGE>


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       AND RESULTS OF OPERATIONS


General

    The  Company  derives its revenues from providing construction,
engineering and specialty services to the oil and gas industry  and
government  entities worldwide.  The Company obtains contracts  for
its  work  primarily by competitive bidding or through negotiations
with long standing clients.  Bidding activity, backlog and revenues
resulting  from  the  award of contracts to the  Company  may  vary
significantly from period to period.

   Revenues from fixed-price construction and engineering contracts
are  recognized on the percentage-of-completion method.  Under this
method, estimated contract revenues are accrued based generally  on
the  percentage  that costs to date bear to total estimated  costs,
taking  into  consideration  physical completion.   Generally,  the
Company does not recognize income until a contract is approximately
10%  complete.   Costs which are considered to be reimbursable  are
excluded  before the percentage-of-completion calculation is  made.
If a current estimate of total contract cost indicates a loss on  a
contract, the projected loss is recognized in full when determined.
Revenues  from  unit-price  contracts  are  recognized  as  earned.
Revenues from change orders, extra work, variations in the scope of
work and claims are recognized when realization is assured.

    The  Company derives its revenues from contracts with durations
from a few weeks to several months and sometimes years.  Unit-price
contracts provide relatively even quarterly results; however, major
projects  are  usually fixed-price contracts  that  may  result  in
uneven  quarterly results due to the method by which  revenues  are
recognized.   These financial factors, as well as external  factors
such  as  weather, client needs, labor, government  regulation  and
politics may affect the progress of a project's completion and  the
timing  of  revenue  recognition.  The Company  believes  that  its
operating results should be evaluated over a sufficiently long time
horizon  over  which major contracts in progress are completed  and
change  orders,  extra work, variations in the scope  of  work  and
claims are negotiated and realized.

Backlog

     Backlog   is  the  Company's  anticipated  revenue  from   the
uncompleted  portions of existing contracts.  The Company  includes
anticipated revenues from a contract in its backlog at such time as
the contract is awarded or a firm letter of commitment is obtained.
Anticipated  revenues from contractual processes, including  change
orders, extra work, variations in the scope of work and the  effect
of  escalation or currency fluctuation formulas, are not  added  to
backlog until realization is assured.

    Company  backlog  was  $92.2 million  at  September  30,  1996.
Additions  to  backlog during the three months ended September  30,
1996, included $23.1 million in engineering services, $15.6 million
for  the  construction of an offshore loading and storage facility,
and  $15.2  million  in other construction and specialty  services.
Backlog was reduced by contract revenues recognized as a result  of
work performed on various contracts and contract adjustments during
the  three  months ended September 30, 1996.  Company  backlog  was
$85.7 million at June 30, 1996.


                                 8

<PAGE>

Results of Operations

   Three  Months Ended September 30, 1996, Compared to Three Months
   Ended September 30, 1995

    Contract  revenues  decreased to $47.4 million  for  the  three
months  ended  September  30,  1996, from  $57.0  million  for  the
comparable  period  in 1995.  The $9.6 million  (17%)  decrease  is
primarily  attributable to a decrease in construction  services  in
the United States.

    Contract  cost decreased to $34.5 million for the three  months
ended  September  30, 1996, from $44.1 million for  the  comparable
period  in  1995.   The  $9.6 million (22%) decrease  is  primarily
attributable to a decrease in construction services in  the  United
States.

    Depreciation and amortization expense decreased to $3.6 million
for  the  three months ended September 30, 1996, from $4.0  million
for  the comparable period in 1995, due primarily to certain assets
becoming fully depreciated.

    Operating  income decreased to a loss of $1.5 million  for  the
three  months ended September 30, 1996, from income of $2.4 million
for the comparable period in 1995, primarily due to an increase  in
non-cash compensation expense of $4.4 million.

    Other  - net decreased to expense of $.1 million for the  three
months ended September 30, 1996, from income of $.8 million for the
comparable  period in 1995, due primarily to a decrease in  foreign
exchange gains.

    The  provision for income tax decreased to $.4 million for  the
three  months  ended September 30, 1996, from $.8 million  for  the
comparable period in 1995, due to a reduction in previous estimates
of income taxes in certain countries.

   Nine  Months Ended September 30, 1996, Compared to  Nine  Months
   Ended September 30, 1995
    Contract  revenues increased  to $149.9  million for  the  nine
months  ended  September  30, 1996, from  $132.1  million  for  the
comparable  period  in 1995.  The $17.8 million (13%)  increase  is
primarily attributable to (a) a $21.9 million increase in  contract
revenues  in  Asia  due  to engineering, material  procurement  and
construction  services  related to a  16-18  inch,  225  mile  (365
kilometer) pipeline and four pump stations in Pakistan; (b) a  $9.1
million  increase  in  contract  revenues  in  Africa  related   to
construction of a 20 inch gas pipeline river crossing  and  related
facilities  and specialty services associated with construction  of
swamp  flow  lines,  flowline leak repair,  dredging  and  material
procurement  in Nigeria; offset by (c) a $10.9 million decrease  in
contract   revenues  in  North  America  due  to  reduced  material
procurement and construction services in the United States.

    Contract  cost increased to $110.9 million for the nine  months
ended  September  30, 1996, from $98.4 million for  the  comparable
period  in  1995.   The $12.5 million (13%) increase  is  primarily
attributable  to (a) a $24.6 million increase in contract  cost  in
Asia  due  to  engineering, material procurement  and  construction
services in Pakistan; (b) a $4.6 million increase in contract  cost
in  Africa  associated with construction and specialty services  in
Nigeria; offset by (c) a $12.8 million decrease in contract cost in
North  America due to reduced material procurement and construction
services  in the United States; and (d) a $3.8 million decrease  in
contract cost in South America due to reduced construction activity
in Venezuela.

   Depreciation and amortization expense decreased to $10.2 million
for  the  nine months ended September 30, 1996, from $11.3  million
for  the comparable period in 1995, due primarily to certain assets
becoming fully depreciated.

    General  and administrative expense increased to $19.5  million
for  the  nine months ended September 30, 1996, from $18.7  million
for the comparable period in 1995, due primarily to increased costs
associated with the increased level of activity in Asia.


                                 9
<PAGE>

    Operating income decreased to $3.2 million for the nine  months
ended  September  30, 1996, from $3.3 million  for  the  comparable
period  in  1995.  The $.1 million (3%) decrease is due to  (a)  an
increase  in non-cash compensation expense of $5.8 million;  (b)  a
$3.8 million decrease in operating income in Asia primarily due  to
recognition  of  unrecovered costs associated with  delays  on  the
project  in  Pakistan;  offset by (c) a $4.6  million  increase  in
operating  income  in  South  America due  to  increased  specialty
services in Venezuela; and (d) a $4.5 million increase in operating
income  in  Africa related to increased construction and  specialty
services in Nigeria.

    Interest - net decreased to an expense of $.2 million  for  the
nine  months  ended September 30, 1996, from income of $.3  million
for  the comparable period in 1995, due primarily to a decrease  in
interest income on short-term investments.

   Minority interest expense increased to $1.6 million for the nine
months  ended  September  30,  1996,  from  $1.0  million  for  the
comparable  period in 1995, due to increased operations in  jointly
owned companies in certain work countries.

    Other  -  net decreased to income of $.7 million for  the  nine
months  ended  September  30,  1996,  from  $1.2  million  for  the
comparable  period in 1995, due primarily to a decrease in  foreign
exchange gains.

Liquidity and Capital Resources

    The Company's primary requirements for capital are to fund  the
acquisition,  upgrade  and maintenance of  its  equipment,  provide
working  capital for current projects, finance the mobilization  of
employees and equipment to new projects and establish a presence in
countries where the Company perceives growth opportunities. For the
nine  month  period ended September 30, 1996, the Company  met  its
cash requirements primarily from operating cash flows.

    Cash  and  cash  equivalents  decreased  to  $18.5  million  at
September  30, 1996, from $19.9 million at December 31, 1995.   The
$1.4  million  (7%)  decrease is primarily due to  a  $3.0  million
increase  in  working capital (excluding cash and cash  equivalents
and  notes  payable) and $15.4 million in net capital  expenditures
for property, equipment and spare parts, offset by $16.9 million of
cash flow from operations.

    The  Company has a $100 million line of credit under  a  credit
agreement  with several financial institutions and Bank of  America
National  Trust  and  Savings Association, as agent.   This  credit
agreement  provides a revolving credit facility and a  standby  and
commercial letter of credit facility.  At September 30, 1996, there
were  no  borrowings  or financial letters of  credit  outstanding,
commercial letters of credit outstanding totaled $2.7 million,  and
standby  letters  of  credit  outstanding  totaled  $30.4  million,
leaving  $66.9 million available under this facility.  The  Company
is  currently  in compliance with all of the terms  of  the  credit
agreement.

    The  Company has credit facilities in certain countries outside
the  United States.  At September 30, 1996, there were $4.6 million
of  borrowings  under these lines, in the form of short-term  notes
and overdrafts at competitive local interest rates.

    The  Company  believes  that  cash  flow  from  operations  and
borrowing  under existing credit facilities will be  sufficient  to
finance  working  capital  and  capital  expenditures  for  ongoing
operations  at  least through the duration of  the  current  credit
agreement, which expires in October 1997.  The Company  is  in  the
process of negotiating a new credit agreement.


                                10

<PAGE>
PART 2.                OTHER INFORMATION



Item 1. Legal Proceedings

  Not applicable


Item 2. Changes in Securities

  Not applicable


Item 3. Defaults upon Senior Securities

  Not applicable


Item 4. Submission of Matters to a Vote of Security Holders

     The Company's 1996 Annual Meeting of Stockholders (the "Annual
  Meeting")  was  held  on July 25, 1996, in Panama  City,  Panama.
  There  were present at the Annual Meeting, in person or by proxy,
  stockholders  holding 3,265,250 shares of the  capital  stock  of
  the  Company,  or  97.1%  of  the  total  stock  outstanding  and
  entitled  to vote at the Annual Meeting.  At the Annual  Meeting,
  the   stockholders  of  the  Company  unanimously   elected   the
  following  individuals as directors of the Company  to  serve  in
  the class and for the term indicated.
<TABLE>
<CAPTION>
              Director         Class            Term
<S>                              <C>          <C> 
            Melvin F. Spreitzer  I            1996 - 1997
            Peter A. Leidel      I            1996 - 1997
            Bryan H. Lawrence    II           1996 - 1998
            Larry J. Bump       III           1996 - 1999
            Guy E.Waldvogel     III           1996 - 1999
</TABLE>
  The  stockholders also considered and unanimously approved (a)  a
  form  of  indemnification agreement between the Company and  each
  of  its  directors  and (b) an Amended and Restated  Articles  of
  Incorporation.

Item 5. Other Information

  Not applicable


Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits:
            11  -      Calculation of Income (Loss) Per Common  and
                       Common Equivalent Share.
            27  -      Financial Data Schedule.

  (b)   Reports on Form 8-K

         There were no current reports on Form 8-K filed during the
         three months ended September 30, 1996.


                                11

<PAGE>                                 
                                 
                             SIGNATURE


Pursuant  to  the  requirements of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant  has  duly  caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.



                                   WILLBROS GROUP, INC.


Date: November 12 , 1996           By:/s/ Melvin F. Spreitzer
                                        ---------------------
                                         Melvin F. Spreitzer
                                      Executive Vice President,
                                      Chief Financial Officer,
                                          and Treasurer

                                12

<PAGE>
                            EXHIBIT INDEX



The following documents are included as exhibits to this Form 10-Q.



Exhibit
Number                            Description
-------       ---------------------------------------------------- 
  11.         Computation of Income (Loss) Per Common and Common
              Equivalent Share.

  27.         Financial Data Schedule.