<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   ----------

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       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)

                               PLAZA 2000 BUILDING
                             50TH STREET, 8TH FLOOR
                                  APARTADO 6307
                          PANAMA 5, REPUBLIC OF PANAMA
                          TELEPHONE NO.: (507) 213-0947
          (Address, including zip code, and telephone number, including
            area code, of principal executive offices of registrant)

    PLAZA BANCOMER BUILDING, 50TH STREET, 8TH FLOOR, APARTADO 6307, PANAMA 5,
                               REPUBLIC OF PANAMA
    -------------------------------------------------------------------------
              (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, 2001 was 14,708,482.

================================================================================

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              WILLBROS GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                                       SEPTEMBER 30,   DECEMBER 31,
                                                                                           2001           2000
                                                                                       -------------   ------------
                                                      ASSETS                            (UNAUDITED)

<S>                                                                                      <C>            <C>
Current assets:
      Cash and cash equivalents ....................................................     $  10,985      $  11,939
      Accounts receivable, net .....................................................        84,536         66,663
      Contract cost and recognized income not yet billed ...........................        29,289         22,765
      Prepaid expenses .............................................................         4,283          2,666
                                                                                         ---------      ---------
            Total current assets ...................................................       129,093        104,033

Spare parts, net ...................................................................         5,655          5,495
Property, plant and equipment, net .................................................        66,573         57,070
Other assets .......................................................................         8,949          9,527
                                                                                         ---------      ---------
            Total assets ...........................................................     $ 210,270      $ 176,125
                                                                                         =========      =========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Notes payable and current portion of long-term debt ..........................     $     535      $     217
      Accounts payable and accrued liabilities .....................................        66,253         61,960
      Accrued income taxes .........................................................         6,861          4,952
      Contract billings in excess of cost and recognized income ....................         5,277          4,825
                                                                                         ---------      ---------
            Total current liabilities ..............................................        78,926         71,954

Long-term debt .....................................................................        45,000         26,081
Other liabilities ..................................................................           237          6,344
                                                                                         ---------      ---------
            Total liabilities ......................................................       124,163        104,379

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; 15,686,739 shares issued at September 30, 2001
        (15,206,495 at December 31, 2000) ..........................................           784            760
      Capital in excess of par value ...............................................        71,838         68,373
      Retained earnings ............................................................        22,640         12,125
      Treasury stock at cost, 1,140,371 shares .....................................        (8,474)        (8,474)
      Notes receivable for stock purchases .........................................            (8)           (43)
      Accumulated other comprehensive income (loss) ................................          (673)          (995)
                                                                                         ---------      ---------
            Total stockholders' equity .............................................        86,107         71,746
                                                                                         ---------      ---------
            Total liabilities and stockholders' equity .............................     $ 210,270      $ 176,125
                                                                                         =========      =========
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                              WILLBROS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                      THREE MONTHS                        NINE MONTHS
                                                                   ENDED SEPTEMBER 30,                 ENDED SEPTEMBER 30,
                                                              ------------------------------      ------------------------------
                                                                  2001              2000              2001              2000
                                                              ------------      ------------      ------------      ------------

<S>                                                           <C>               <C>               <C>               <C>
Contract revenue ........................................     $    113,343      $     74,934      $    257,914      $    235,479

Operating expenses (income):
      Contract ..........................................           92,690            65,635           208,725           205,705
      Other .............................................               --                --            (5,578)               --
      Depreciation and amortization .....................            4,787             5,411            14,285            16,317
      General and administrative ........................            7,292             7,626            20,243            21,847
                                                              ------------      ------------      ------------      ------------
                                                                   104,769            78,672           237,675           243,869
                                                              ------------      ------------      ------------      ------------
            Operating income (loss) .....................            8,574            (3,738)           20,239            (8,390)

Other income (expense):
      Interest - net ....................................             (908)             (650)           (1,594)           (1,172)
      Minority interest .................................             (427)             (490)           (1,098)           (1,445)
      Other - net .......................................             (331)            1,096              (744)            1,332
                                                              ------------      ------------      ------------      ------------
                                                                    (1,666)              (44)           (3,436)           (1,285)
                                                              ------------      ------------      ------------      ------------
            Income (loss) before income
            taxes .......................................            6,908            (3,782)           16,803            (9,675)

Provision for income taxes ..............................            4,266             1,960             6,288             6,325
                                                              ------------      ------------      ------------      ------------
            Net income (loss) ...........................     $      2,642      $     (5,742)     $     10,515      $    (16,000)
                                                              ============      ============      ============      ============

Earnings (loss) per common share:
      Basic .............................................     $        .18      $       (.41)     $        .73      $      (1.14)
                                                              ============      ============      ============      ============
      Diluted ...........................................     $        .17      $       (.41)     $        .70      $      (1.14)
                                                              ============      ============      ============      ============

Weighted average number of common shares outstanding:
      Basic .............................................       14,525,022        14,018,645        14,350,880        14,003,973
                                                              ============      ============      ============      ============
      Diluted ...........................................       15,120,248        14,018,645        14,976,376        14,003,973
                                                              ============      ============      ============      ============
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                              WILLBROS GROUP, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                                            ACCUMULATED
                                                                                                 NOTES         OTHER
                                                         CAPITAL                              RECEIVABLE       COMPRE-     TOTAL
                                   COMMON STOCK         IN EXCESS                                 FOR          HENSIVE     STOCK-
                               ----------------------    OF PAR       RETAINED     TREASURY      STOCK         INCOME      HOLDERS'
                                 SHARES    PAR VALUE      VALUE       EARNINGS      STOCK       PURCHASES      (LOSS)       EQUITY
                               ----------  ----------   ----------   ----------   ----------  ------------  ------------  ----------

<S>                            <C>         <C>          <C>          <C>           <C>        <C>           <C>           <C>
Balance,
   January 1, 2001 ........... 15,206,495  $      760   $   68,373   $   12,125    $  (8,474)   $      (43)  $     (995)  $   71,746

Comprehensive
   income (loss):
     Net income ..............         --          --           --       10,515           --            --           --       10,515

     Foreign currency
       translation
       adjustment.............         --          --           --           --           --            --          322          322

        Total
         comprehensive
         income ..............                                                                                                10,837

Collection of notes
   receivable ................         --          --           --           --           --            35           --           35

Issuance of common
   stock under employee
   benefit plan ..............     18,994           1          213           --           --            --           --          214

Exercise of stock
   options ...................    461,250          23        3,252           --           --            --           --        3,275
                               ----------  ----------   ----------   ----------   ----------    ----------   ----------   ----------
Balance,
   September 30, 2001 ........ 15,686,739  $      784   $   71,838   $   22,640   $   (8,474)   $       (8)  $     (673)  $   86,107
                               ==========  ==========   ==========   ==========   ==========    ==========   ==========   ==========
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                              WILLBROS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                    NINE MONTHS
                                                                                 ENDED SEPTEMBER 30,
                                                                                ----------------------
                                                                                  2001          2000
                                                                                --------      --------

<S>                                                                             <C>           <C>
Cash flows from operating activities:
      Net income (loss) ...................................................     $ 10,515      $(16,000)
      Reconciliation of net income (loss) to cash provided by (used in)
        operating activities:
          Gain on benefits plan termination ...............................       (5,578)           --
          Depreciation and amortization ...................................       14,285        16,317
          (Gain) loss on disposals of property, plant and equipment .......          320          (163)
          Deferred income tax benefit .....................................         (890)           --
          Changes in operating assets and liabilities:
              Accounts receivable .........................................      (17,561)       (5,451)
              Contract cost and recognized income not yet billed ..........       (6,524)       (4,303)
              Prepaid expenses and other assets ...........................         (249)       (4,208)
              Accounts payable and accrued liabilities ....................        4,289        19,196
              Accrued income taxes ........................................        1,909           612
              Contract billings in excess of cost and recognized income ...          452        (5,130)
              Other liabilities ...........................................         (529)          190
                                                                                --------      --------
                   Cash provided by operating activities ..................          439         1,060
Cash flows from investing activities:
      Purchase of Rogers and Phillips, Inc.,
        net of cash acquired ..............................................           --           (15)
      Proceeds from sales of property and equipment .......................          115         7,442
      Purchase of property and equipment ..................................      (19,656)       (6,664)
      Purchase of spare parts .............................................       (4,707)       (4,867)
                                                                                --------      --------
                   Cash used in investing activities ......................      (24,248)       (4,104)
Cash flows from financing activities:
      Proceeds from long-term debt ........................................       66,000        36,000
      Proceeds from common stock ..........................................        3,489           225
      Proceeds from notes payable .........................................        1,283           979
      Collection of notes receivable for stock purchases ..................           35            90
      Repayments of long-term debt ........................................      (47,000)      (34,731)
      Repayment of notes payable to banks .................................       (1,046)       (1,128)
                                                                                --------      --------
                   Cash provided by financing activities ..................       22,761         1,435
Effect of exchange rate changes on cash and cash equivalents ..............           94            --
                                                                                --------      --------
Cash used in all activities ...............................................         (954)       (1,609)
Cash and cash equivalents, beginning of period ............................       11,939         7,806
                                                                                --------      --------
Cash and cash equivalents, end of period ..................................     $ 10,985      $  6,197
                                                                                ========      ========
</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, 2001, and for all interim periods presented. All adjustments are normal
recurring accruals.

     Certain information and 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, 2000
audited consolidated financial statements and notes thereto contained in the
Company's Annual Report to Stockholders for the year ended December 31, 2000.
The results of operations for the period ended September 30, 2001, are not
necessarily indicative of the operating results to be achieved for the full
year.

     Certain reclassifications have been made to the 2000 balances in order to
conform with the 2001 presentation.

2.   FOREIGN EXCHANGE RISK

     The Company attempts to negotiate contracts which provide for payment in
U.S. dollars, but it may be required to take all or a portion of payment under a
contract in another currency. To mitigate non-U.S. currency exchange risk, the
Company seeks to match anticipated non-U.S. currency revenue with expenses in
the same currency whenever possible. To the extent it is unable to match
non-U.S. currency revenue with expenses in the same currency, the Company may
use forward contracts, options or other common hedging techniques in the same
non-U.S. currencies. The Company had no derivative financial instruments to
hedge currency risk at September 30, 2001, or December 31, 2000.

3.   EARNINGS PER SHARE

     Basic and diluted earnings (loss) per common share for the three month and
nine month periods ended September 30, 2001 and 2000, are computed as follows:

<Table>
<Caption>
                                                     THREE MONTHS                        NINE MONTHS
                                                  ENDED SEPTEMBER 30,                 ENDED SEPTEMBER 30,
                                            -------------------------------      -----------------------------
                                                2001              2000               2001             2000
                                            ------------     --------------      ------------     ------------

<S>                                         <C>              <C>                 <C>              <C>
Net income (loss) applicable to
  common shares .......................     $      2,642     $       (5,742)     $     10,515     $    (16,000)
                                            ============     ==============      ============     ============

Weighted average number of
  common shares outstanding
  for basic earnings per share ........       14,525,022         14,018,645        14,350,880       14,003,973

Effect of dilutive potential common
  shares from stock options ...........          595,226                 --           625,496               --
                                            ------------     --------------      ------------     ------------

Weighted average number of
  common shares outstanding
  for diluted earnings per share ......       15,120,248         14,018,645        14,976,376       14,003,973
                                            ============     ==============      ============     ============

Earnings (loss) per common share:
  Basic ...............................     $        .18     $         (.41)     $        .73     $      (1.14)
                                            ============     ==============      ============     ============
  Diluted .............................     $        .17     $         (.41)     $        .70     $      (1.14)
                                            ============     ==============      ============     ============
</Table>

                                       6
<PAGE>

                              WILLBROS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

3.   EARNINGS PER SHARE (CONTINUED)

     At September 30, 2001, there were 235,556 potential common shares excluded
from the computation of diluted earnings per share because of their
anti-dilutive effect.

4.   TERMINATION OF BENEFITS PLANS

     Effective June 30, 2001, the Company terminated its post-retirement medical
benefits plan resulting in a non-taxable gain of $5,578. The plan had no assets
and was funded by Company and retiree contributions. Upon termination all
benefits ceased and the liability relating to accrued cost of future benefits
was reversed resulting in a gain on plan termination, which is reflected as a
reduction of operating expenses in the 2001 statements of operations.

     Effective August 31, 2001, the Company amended its defined benefit pension
plan to cease accruing benefits and advised plan participants that the plan will
be terminated. The Company has applied for, and is awaiting, Internal Revenue
Service approval of plan termination, at which time plan assets will be
distributed to plan participants. During the three month period ended September
30, 2001, the Company recorded a $73 loss on the curtailment of plan benefits.
The effect of plan termination on income cannot be determined until plan assets
are distributed, however, no additional losses are anticipated.

5.   INCOME TAXES

     The Company's effective income tax rate for the quarter ended September 30,
2001 was 62% of income before income taxes and differs from the normal effective
rate due to income taxes in certain countries, primarily Nigeria, being based on
deemed profit rather than taxable income and the fact that tax losses in one
country cannot be used to offset taxable income in another country.

6.   CONTINGENCIES, COMMITMENTS AND OTHER CIRCUMSTANCES

     The Company provides construction, engineering and specialty services to
the oil, gas and power industries. The Company's principal markets are currently
Africa, 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 restrictions,
extreme exchange rate fluctuations, expropriation of assets, civil uprisings and
riots, unanticipated taxes including income taxes, excise duties, import taxes,
export taxes, sales taxes or other governmental assessments, availability of
suitable personnel and equipment, termination of existing contracts and leases,
government instability 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 consolidated financial statements. Based
upon the advice of local advisors 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.

     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

                                       7
<PAGE>

                              WILLBROS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

6.   CONTINGENCIES, COMMITMENTS AND OTHER CIRCUMSTANCES (CONTINUED)

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 and/or 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.

7.   SUBSEQUENT EVENT - BUSINESS COMBINATION

     On October 12, 2001, the Company successfully completed its tender offer
for all outstanding shares of MSI Energy Services Inc. (MSI) for $7,830 in cash.
MSI is a general contractor in Alberta, Canada whose common shares were listed
on The Canadian Venture Exchange (CDNX: MES). Subsequently, the Company sold
144,175 common shares from treasury stock, for $1,989, to certain former MSI
shareholders. The purchase price of MSI was funded through borrowings under the
Company's principal credit agreement.

                                       8
<PAGE>

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

     The following discussion should be read in conjunction with the unaudited
consolidated financial statements for the periods ended September 30, 2001 and
2000, included in Item 1 of this report, and the consolidated financial
statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Annual Report to Stockholders
for the year ended December 31, 2000.

GENERAL

     The Company derives its revenue from providing construction, engineering
and specialty services to the oil, gas and power industries 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 revenue resulting from the award of contracts to the
Company may vary significantly from period to period. Contracts have durations
from a few weeks to several months or in some cases more than a year.

     A number of factors relating to the Company's business affect the Company's
recognition of contract revenue. Revenue from fixed-price construction and
engineering contracts is recognized on the percentage-of-completion method.
Under this method, estimated contract revenue is 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 on a fixed-price contract until the contract is approximately 5% to 10%
complete, depending upon the nature of the contract. Costs that are considered
to be reimbursable are excluded before the percentage-of-completion calculation
is made. Accrued revenue pertaining to reimbursables is limited to the cost of
the reimbursables. If a current estimate of total contract cost indicates a loss
on a contract, the projected loss is recognized in full when determined. Revenue
from unit-price contracts is recognized as earned. Revenue from change orders,
extra work, variations in the scope of work and claims is recognized when
realization is reasonably assured. External factors such as weather, client
needs, client delays in providing approvals, labor availability, governmental
regulation and politics, may affect the progress of a project's completion and
thus the timing of revenue recognition. The Company believes that its operating
results should be evaluated over a relatively long time horizon during which
major contracts in progress are completed and change orders, extra work,
variations in the scope of work and cost recoveries and other claims are
negotiated and realized.

     All U.S. government contracts and many of the Company's other contracts
provide for termination of the contract for the convenience of the client. In
addition, many contracts are subject to certain completion schedule requirements
with liquidated damages in the event schedules are not met as the result of
circumstances within the control of the Company. A project in Australia was
completed after July 1, 2000, the date on which liquidated damages were
scheduled to commence under the contract. However, the client has accepted
claims for extension of the scheduled completion date resulting in no liquidated
damages. As a result of this and other settled claims, during the three month
period ended September 30, 2001, the Company recovered $1.6 million of the cost
overruns on this project. Additional recoveries may also be possible but until
realization is reasonably assured, no additional recoveries will be recognized.

     The Company uses EBITDA as part of its overall assessment of financial
performance by comparing EBITDA between accounting periods. EBITDA is defined as
net income before interest expense, income taxes and depreciation and
amortization. EBITDA is not required by generally accepted accounting principles
and should not be considered in isolation or as an alternative to net income,
net cash provided by operating, investing, and financing activities or other
financial data prepared in accordance with generally accepted accounting
principles, or as a sole indicator of the Company's performance. Management
believes that EBITDA is used by the financial community as a method of measuring
performance and of evaluating the market value of companies considered to be in
similar businesses to those of the Company. EBITDA increased to $12.6 million
for the quarter ended September 30, 2001, an increase of $10.3 million compared
to the quarter ended September 30, 2000 and increased to $32.7 million for the
nine month period ended

                                       9
<PAGE>

September 30, 2001, an increase of $24.9 million compared to the nine month
period ended September 30, 2000.

     The Company recognizes anticipated contract revenue as backlog when the
award of a contract is reasonably assured. Anticipated revenue from
post-contract award processes, including change orders, extra work, variations
in the scope of work and the effect of escalation or currency fluctuation
formulas, is not added to backlog until realization is reasonably assured. New
contract awards totaled $114.7 million during the quarter ended September 30,
2001. Additions to backlog during the quarter were as follows: construction,
$62.8 million; engineering, $42.1 million; and specialty services, $9.8 million.
Backlog decreases by type of service as a result of work performed during the
period were as follows: construction, $68.4 million; engineering, $33.5 million;
and specialty services, $11.4 million. Backlog at the end of the quarter was up
$1.4 million to $366.3 million and consisted of the following: (a) construction,
$248.5 million, down $5.6 million; (b) engineering, $74.7 million, up $8.6
million; and (c) specialty services, $43.1 million, down $1.6 million.
Construction backlog consists primarily of procurement and construction for the
Chad-Cameroon Pipeline Project (see below) as well as construction projects in
the United States and Offshore West Africa. Engineering backlog consists
primarily of engineering and procurement projects in the United States.
Specialty services backlog is primarily attributable to a 16-year water
injection contract awarded in 1998 to a consortium in which the Company has a 10
percent interest in Venezuela, contracts to build, own and operate four fueling
facilities for the United States government, and service contracts in Oman.

     On January 24, 2000, the Company acquired Rogers & Phillips, Inc., a
closely held pipeline construction company in Houston, Texas with an experienced
management team and a strong market position in the United States Gulf Coast
area. Founded in 1992, RPI provides a full range of construction services for
pipeline operating companies, including station and piping projects in congested
urban areas and inside plants, as well as cross-country pipelines. The
consideration included 1,035,000 shares of the Company's common stock and
approximately $1.5 million in cash. The transaction was accounted for as a
purchase.

     In September 2000, the Company, through a joint venture led by a subsidiary
of the Company, was awarded a significant project, the scope of which includes
the engineering, procurement and construction ("EPC") of a 665-mile (1,070
kilometer), 30-inch crude oil pipeline from the Doba Fields in Chad to an export
terminal on the coast of Cameroon in Africa (the "Chad-Cameroon Pipeline
Project"). Engineering and procurement activities began in late 2000. Pipeline
construction is anticipated to begin in late 2001 and end in 2003.

     During 2000, the Company's activities in Nigeria included work on two major
EPC contracts for Shell: (a) the Nembe Creek gas gathering pipeline system, and
(b) four concrete barge-mounted gas compressor facilities for Shell's Nembe
Creek Associated Gas project (collectively, the "Nembe Creek Projects"). In
2001, both projects are nearing completion and it is anticipated that all work
will be completed in 2001.

     Also during 2000, Willbros USA, Inc. relocated its administrative
headquarters and some construction support services from Tulsa, Oklahoma, to
Houston, Texas. The cost of the move, termination benefits, and office lease
termination costs totaled approximately $4.5 million, substantially all of which
was incurred from April 2000 to December 2000. Approximately $1.5 million and
$0.8 million was incurred during the nine month and three month periods ended
September 30, 2000.

     On October 12, 2001, the Company completed the purchase of MSI Energy
Services Inc., a Canadian general contractor whose common shares were listed on
The Canadian Venture Exchange, for $7.8 million in cash. MSI provides specialty
pipeline construction, pipeline integrity and maintenance services in addition
to pipe storage and handling services, specialty metal fabrication services,
pipeline equipment rentals and concrete construction products in the oil sands
region of western Canada.

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<PAGE>

RESULTS OF OPERATIONS

     The Company's contract revenue and contract costs are primarily related to
the timing and location of development projects in the oil, gas and power
industries worldwide. Contract revenue and cost variations by country from year
to year are the result of (a) entering and exiting work countries; (b) the
execution of new contract awards; (c) the completion of contracts; and (d) the
overall level of activity in the Company's services.

     The Company's ability to be successful in obtaining and executing contracts
can be affected by the relative strength or weakness of the U.S. dollar compared
to the currencies of its competitors, its clients and its work locations. The
Company does not believe that its revenue or results of operations were
materially adversely affected in this regard during the nine month periods ended
September 30, 2001 or 2000.

     Three Months Ended September 30, 2001, Compared to Three Months Ended
September 30, 2000

     Contract revenue increased $38.3 million (51%) to $113.3 million due to (a)
$24.1 million of increased construction revenue due primarily to increased
construction activity in the United States, West Africa Marine and Cameroon, net
of reduced activities on the Nembe Creek Projects in Nigeria as they near
completion in 2001; (b) an increase of $17.8 million in engineering service
revenue resulting from increased engineering and procurement services in the
United States; offset by (c) decreased specialty services revenue of $3.6
million. Nigeria revenue decreased $15.7 million (56%) due to reduced activity
on the Nembe Creek Projects. Revenue in the United States increased $37.2
million (121%) due to an increase in engineering, procurement and construction
services. Offshore West Africa revenue increased $8.1 million (119%) from higher
utilization of the combination barge WB318 during the period. Chad-Cameroon
revenue was $7.6 million resulting from pre-construction work begun on the
pipeline project in that area. Revenue in all other areas combined increased
$1.1 million (11%).

     Contract costs increased $26.9 million (41%) to $92.6 million due to an
increase of $17.2 million in construction services cost and $16.0 million in
engineering services cost, offset by a decrease of $6.3 million in specialty
services cost. Variations in contract cost by country were closely related to
the variations in contract revenue.

     Depreciation and amortization decreased $0.6 million due to the sale in
2000 of excess equipment in Venezuela, Indonesia, the United States and Oman and
accelerated amortization of certain leasehold improvements in 2000 associated
with relocation of the Company's administrative office space from Tulsa.

     General and administrative expense decreased $0.4 million to $7.3 million.
This decrease is due primarily to costs incurred in 2000 to relocate the
Company's administrative offices from Tulsa to Houston.

     Interest expense increased $0.2 million to $0.9 million expense due to
higher borrowing levels in 2001.

     Other - net decreased $1.5 million to a $0.4 million expense due primarily
to amortization of debt costs related to the bank credit agreement that was
amended as of June 30, 2000, collection of an insurance claim in 2000 and gains
on currency transactions and sales of excess equipment in 2000 not repeated in
2001.

     The provision for income taxes increased $2.4 million (126%) due to an
increase in taxable income in the United States, net of a decrease in Nigeria
due to a decrease in taxable revenue in that country. The provision for income
taxes is impacted by income taxes in certain countries, primarily Nigeria, being
based on deemed profit rather than taxable income and the fact that losses in
one country cannot be used to offset taxable income in another country.

     Nine Months Ended September 30, 2001, Compared to Nine Months Ended
September 30, 2000

     Contract revenue increased $22.4 million (10%) to $257.9 million due to (a)
increased engineering revenue of $36.4 million due to an increase of engineering
and procurement services in the United States offset by; (b) $11.0 million of
decreased construction revenue due primarily to reduced activities on the Nembe
Creek Projects in Nigeria as they near completion in 2001 and the completion in
the third quarter of

                                       11
<PAGE>

2000 of the construction contract in Australia, net of increased construction
activity in the United States, Offshore West Africa and Cameroon; and (c) a
decrease of $3.0 million in specialty services revenue. Nigeria revenue
decreased $53.7 million (50%) due to reduced activity on the Nembe Creek
Projects. Australia revenue decreased $19.1 million (92%) due to the
construction contract that was completed in 2000, net of $1.6 million of cost
recoveries from settled claims during 2001. Revenue in the United States
increased $75.7 million (113%) due to an increase in engineering, procurement
and construction services. Offshore West Africa revenue increased $13.7 million
(126%) due to higher utilization of the combination barge WB318. Chad-Cameroon
revenue was $12.0 million resulting from pre-construction work begun on the
pipeline project in that area. Revenue in all other areas combined decreased
$6.2 million (22%).

     Contract costs increased $3.1 million (2%) to $208.8 million due to an
increase of $30.9 million in engineering services cost offset by decreases of
$18.8 million in construction services cost and $9.0 million in specialty
services cost. Variations in contract cost by country were closely related to
the variations in contract revenue, with the exception of Australia. Contract
costs in Australia decreased by $35.2 million or $16.1 million more than the
decrease in revenue as a result of a loss recognized during the nine month
period ended September 30, 2000 on the project in Australia.

     Other operating income of $5.6 million in 2001 results from a non-taxable
gain upon termination of the Company's post-retirement medical benefits plan.

     Depreciation and amortization decreased $2.0 million due primarily to the
sale in 2000 of excess equipment in Venezuela, Indonesia, the United States and
Oman and accelerated amortization of excess spare parts in Indonesia in 2000.

     General and administrative expense decreased $1.7 million to $20.2 million.
This decrease is due primarily to a reduction in costs related to personnel
reductions and scaling back or eliminating activities and costs incurred in 2000
to relocate the Company's administrative offices from Tulsa to Houston.

     Interest expense increased $0.4 million to $1.6 million due to higher debt
levels during the period.

     Minority interest expense decreased $0.3 million to $1.1 million due to a
decrease in activity in Nigeria where minority interest partners were involved.

     Other - net decreased $2.0 million to a $0.7 million expense due primarily
to amortization of debt costs related to the bank credit agreement amended as of
June 30, 2000, collection of an insurance claim in 2000, gains on currency
transactions and sales of excess equipment in 2000 not repeated in 2001.

     The provision for income taxes was unchanged at $6.3 million despite a
$26.5 million increase in pretax income. This is the result of lower income
taxes in Nigeria due to a decrease in taxable revenue in that country, an
adjustment to the deferred assets valuation allowance in the United States by
$1.4 million and settlement of prior year taxes outside the United States,
offset by increased taxes on higher taxable income in the United States. The
provision for income taxes is impacted by income taxes in certain countries,
primarily Nigeria, being based on deemed profit rather than taxable income and
the fact that losses in one country cannot be used to offset taxable income in
another country.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary requirements for capital are to acquire, upgrade and
maintain its equipment, provide working capital for current projects, finance
the mobilization of employees and equipment to new projects, establish a
presence in countries where the Company perceives growth opportunities and
finance the possible acquisition of new businesses and equity investments.
Historically, the Company has met its capital requirements primarily from
operating cash flows.

     Cash and cash equivalents decreased $0.9 million (8%) to $11.0 million at
September 30, 2001, from $11.9 million at December 31, 2000. The decrease was
due to cash flows of $0.4 million from operations and $22.9 million from
financing activities (principally issuance of common stock and additional
borrowings) offset by $24.2 million used for investing activities (the purchase
of equipment and spare parts).

                                       12
<PAGE>

     The Company and certain affiliated companies have a $150.0 million credit
agreement with a syndicated bank group that was amended effective June 30, 2000.
The credit agreement subjects the $100.0 million revolving portion of the credit
facility to borrowing base requirements. The entire facility, less amounts used
under the revolving portion of the facility, may be used for standby and
commercial letters of credit. Borrowings are payable at termination on February
20, 2003. Interest is payable quarterly at a Base Rate plus a margin ranging
from 0.75% to 2.25% or a Eurodollar Rate plus a margin ranging from 2.00% to
3.50%, depending on Company performance. A commitment fee on the unused portion
of the credit agreement is payable quarterly ranging from 0.475% to 0.75%,
depending on Company performance. The credit agreement is collateralized by
substantially all of the Company's assets, including stock of the principal
subsidiaries of the Company. The credit agreement restricts the payment of cash
dividends and requires the Company to maintain certain financial ratios. The
borrowing base is calculated using varying percentages of cash, accounts
receivable, accrued revenue, contract cost and recognized income not yet billed,
property, plant and equipment, and spare parts.

     As of September 30, 2001, there was $45.0 million borrowed under the credit
agreement at an average interest rate of 7.1% and $60.7 million of letters of
credit outstanding leaving $44.3 million available for borrowings and for
standby and commercial letters of credit.

     At September 30, 2001, there were $0.5 million of notes payable issued by
RPI, collateralized by vehicles and machinery, and payable in monthly
installments including interest from 6.7% to 9.7% per annum. The notes mature
prior to September 30, 2002.

     The Company has unsecured credit facilities with banks in certain countries
outside the United States. Borrowings under these lines, in the form of
short-term notes and overdrafts, are made at competitive local interest rates.
Generally, each line is available only for borrowings related to operations in a
specific country. Credit available under these facilities is approximately $9.4
million at September 30, 2001. There were no outstanding borrowings at September
30, 2001.

     The Company does not anticipate any significant collection problems with
its customers, including those in countries that may be experiencing economic
and/or currency difficulties. Since the Company's customers generally are major
oil companies and government entities, and the terms for billing and collecting
for work performed are generally established by contracts, the Company
historically has a very low incidence of collectability problems.

     The Company believes that cash flows from operations and borrowing capacity
under existing credit facilities will be sufficient to finance working capital
and capital expenditures for ongoing operations through September 30, 2002. The
Company estimates capital expenditures for equipment and spare parts to be
approximately $25.0 to $35.0 million in 2001.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations, and SFAS 142, Goodwill and Other Intangible Assets. SFAS 141
requires, among other things, that the purchase method of accounting be used for
all business combinations after June 30, 2001. SFAS 142 requires, among other
things, that goodwill and intangible assets with indefinite useful lives
acquired after June 30, 2001 no longer be amortized, but instead be tested for
impairment at least annually. Goodwill and intangible assets acquired before
July 1, 2001 will continue to be amortized until adoption of SFAS 142.

     The Company is required to adopt the provisions of SFAS 141 and SFAS 142 on
January 2, 2002. Amortization expense related to goodwill was $36 thousand for
the year ended December 31, 2000, and $35 thousand for the nine months ended
September 30, 2001. The Company does not expect the adoption of SFAS 142 to have
a material impact on the consolidated results of operations.

                                       13
<PAGE>

     In June 2001, the FASB also approved SFAS 143, Accounting for Asset
Retirement Obligations. SFAS 143 requires that an asset retirement cost should
be capitalized as part of the cost of the related long-lived asset and
subsequently allocated to expense using a systematic and rational method. The
Company will adopt SFAS 143 effective January 1, 2003. The transition
adjustment, if any, will be reported as a cumulative effect of a change in
accounting principle. At this time, the Company has not reasonably estimated the
effect of this statement on either its financial position or results of
operations.

     In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS 121, Accounting for
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, but retains its
fundamental provisions for recognizing and measuring impairment losses on
long-lived assets held for use and long-lived assets to be disposed of by sale.
The Company is required to adopt SFAS 144 no later than January 1, 2002. The
provisions of SFAS 144 generally are required to be applied prospectively. The
Company does not expect the adoption of SFAS 144 to have a material impact on
its financial position or results of operations.

FORWARD-LOOKING STATEMENTS

     This Form 10-Q includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included in this Form 10-Q which address
activities, events or developments which the Company expects or anticipates will
or may occur in the future, including such things as future capital expenditures
(including the amount and nature thereof), oil, gas and power prices and demand,
expansion and other development trends of the oil, gas and power industries,
business strategy, expansion and growth of the Company's business and
operations, and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments as well as other factors it believes
are appropriate in the circumstances. However, whether actual results and
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties which could cause actual results
to differ materially from the Company's expectations including the timely award
of one or more projects; cancellation of projects; weather; exceeding project
cost and scheduled targets; failing to realize cost recoveries from projects
completed or in progress within a reasonable period after completion of the
relevant project; identifying and acquiring suitable acquisition targets on
reasonable terms; obtaining adequate financing; the demand for energy
diminishing; political circumstances impeding the progress of work; general
economic, market or business conditions; changes in laws or regulations; the
risk factors listed from time to time in the Company's filings with the
Securities and Exchange Commission; and other factors, most of which are beyond
the control of the Company. Consequently, all of the forward-looking statements
made in this Form 10-Q are qualified by these cautionary statements and there
can be no assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially realized, that they will have
the expected consequences or effects on the Company or its business or
operations. The Company assumes no obligation to update publicly any such
forward-looking statements, whether as a result of new information, future
events or otherwise.

                                       14
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL RISK MANAGEMENT

     The Company's primary market risk is its exposure to changes in non-U.S.
currency exchange rates. The Company attempts to negotiate contracts which
provide for payment in U.S. dollars, but it may be required to take all or a
portion of payment under a contract in another currency. To mitigate non-U.S.
currency exchange risk, the Company seeks to match anticipated non-U.S. currency
revenue with expenses in the same currency whenever possible. To the extent it
is unable to match non-U.S. currency revenue with expenses in the same currency,
the Company may use forward contracts, options or other common hedging
techniques in the same non-U.S. currencies. The Company had no forward contracts
or options at September 30, 2001.

     The carrying amounts for cash and cash equivalents, accounts receivable,
notes payable and accounts payable and accrued liabilities shown in the
consolidated balance sheets approximate fair value at September 30, 2001 due to
the generally short maturities of these items. The Company invests primarily in
short-term dollar denominated bank deposits, and at September 30, 2001 did not
have any investment in instruments with a maturity of more than a few days or in
any equity securities. The Company has the ability and expects to hold its
investments to maturity.

     The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's long-term debt. At September 30, 2001, $45.0 million
of the Company's indebtedness was subject to variable interest rates. The
weighted average effective interest rate on the variable rate debt for the nine
months ended September 30, 2001 was 8.8%. The detrimental effect of a
hypothetical 100 basis point increase in interest rates would be to reduce
income before income taxes by $0.2 million for the nine-month period. At
September 30, 2001, the Company's fixed rate debt approximated fair value based
upon discounted future cash flows using current market prices.

                                       15
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     Not applicable

Item 2. Changes in Securities and Use of Proceeds

     Not applicable

Item 3. Defaults upon Senior Securities

     Not applicable

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

     Not applicable

Item 5. Other Information

     Not applicable

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits:

     None

     (b) Reports on Form 8-K

     Form 8-K dated August 6, 2001 was filed on August 8, 2001, to report under
Item 5 the Company's press release dated August 6, 2001, announcing second
quarter 2001 earnings results.

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<PAGE>

                                    SIGNATURE

Pursuant to the requirements 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 13, 2001              By:       /s/ Warren L. Williams
                                         ---------------------------------------
                                                 Warren L. Williams
                                         Vice President, Chief Financial Officer
                                                   and Treasurer
                                          (Principal Financial Officer and
                                           Principal Accounting Officer)

                                       17