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As filed with the Securities and
    Exchange Commission on November 2, 2007
  Registration
    No. 333-
    SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
    Form S-3
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
    WILLBROS GROUP, INC.
 (Exact name of registrant as
    specified in its charter)
   Republic of Panama(State or other jurisdiction of
    incorporation or organization)

98-0160660(I.R.S. Employer
    Identification Number)     PLAZA 2000 BUILDING
 50TH STREET, 8TH FLOOR
 P.O. BOX
    0816-01098
 PANAMA, REPUBLIC OF
    PANAMA
 +50-7-213-0947
 (Address, Including Zip Code,
    and Telephone Number, Including Area Code, of Registrants
    Principal Executive Offices)
    Robert R. Harl
 President and Chief Executive
    Officer
 Willbros Group, Inc.
 c/o Willbros
    USA, Inc.
 4400 Post Oak Parkway,
 Suite 1000
 Houston, Texas 77027
 (713) 403-8000
 (Name, Address, Including Zip
    Code, and Telephone Number, Including Area Code, of Agent for
    Service)
    WITH COPIES TO:
 Robert J.
    Melgaard, Esq.
 Mark D.
    Berman, Esq.
 Conner & Winters,
    LLP
 4000 One Williams
    Center
 Tulsa, Oklahoma 74172
 (918) 586-5711
 (918) 586-8548
    (Facsimile)
    Approximate date of commencement of proposed sale to the
    public:
    o
  þ
  o
  o
  þ
  o
 CALCULATION OF REGISTRATION
    FEE
  Proposed Maximum


Proposed MaximumTitle of Each Class of


Amount to be


Offering Price per


Aggregate Offering


Amount ofSecurities to be Registered


Registered


Security


Price


Registration FeeCommon Stock ($0.05 par value)(1)


(2)


(2)


(2)


(2)Preferred Share Purchase Rights(1)   (1)
    
    Each share of Common Stock
    registered hereunder includes an associated Preferred Share
    Purchase Right pursuant to the Rights Agreement, dated
    April 1, 1999, with Mellon Investor Services LLC, as Rights
    Agent.(2)
    
    An indeterminate aggregate initial
    offering price or number of shares of Common Stock is being
    registered as may from time to time be offered at indeterminate
    prices. In accordance with Rules 456(b) and 457(r), the
    Registrant is deferring payment of the entire registration fee.




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WILLBROS GROUP, INC.
  Common Stock
      Investing in our securities involves certain risks, including
    the risks described in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, filed with the
    Securities and Exchange Commission, or SEC, on March 14,
    2007, the risk factors described under the caption Risk
    Factors in any applicable prospectus supplement
    and/or risk
    factors, if any, set forth in our other filings with the SEC
    pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
    Securities Exchange Act of 1934, as amended, as referenced in
    this prospectus under the caption Incorporation of Certain
    Documents by Reference.
    Neither the Securities and Exchange Commission nor any other
    regulatory body has approved or disapproved of these securities
    or passed upon the accuracy or adequacy of this prospectus. Any
    representation to the contrary is a criminal offense.




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TABLE OF
    CONTENTS
  PageAbout this Prospectus


2Willbros Group, Inc.


2Risk Factors


2Cautionary Notice Regarding Forward-Looking
    Statements


3Use of Proceeds


5Description of Capital Stock


6Plan of Distribution


10Legal Matters


12Experts


12Where You Can Find More Information


12Incorporation of Certain Documents by
    Reference


12Opinion of Arias, Fabrega & FabregaConsent of GLO CPAs, LLPConsent of KPMG LLPConsent of Grant Thornton LLP    ABOUT
    THIS PROSPECTUS
      Unless the context otherwise requires, all references in this
    prospectus to Willbros, the Company,
    we, us and our refer to
    Willbros Group, Inc., and its consolidated subsidiaries and
    predecessors.
  WILLBROS
    GROUP, INC.
    RISK
    FACTORS
  Form 10-K
 2




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CAUTIONARY
    NOTICE REGARDING
    FORWARD-LOOKING STATEMENTS
    
    difficulties we may encounter in connection with the recently
    completed sale and disposition of our Nigeria assets and Nigeria
    based operations, including without limitation, obtaining
    indemnification for any losses we may experience if claims are
    made against any corporate parent guarantees we provided and
    which remained in place subsequent to the closing;
    the consequences we may encounter if our settlements in
    principle with the DOJ and the SEC are finalized, including the
    imposition of civil or criminal fines, penalties, disgorgement
    of profits, monitoring arrangements, or other sanctions that
    might be imposed as a result of government investigations;
    the consequences we may encounter if our settlements in
    principle with the DOJ and the SEC are not finalized, including
    the loss of eligibility to bid for and obtain U.S. government
    contracts, and other civil and criminal sanctions which may
    exceed the current amount we have estimated and reserved in
    connection with the settlements in principle;
    the commencement by foreign governmental authorities of
    investigations into the actions of our current and former
    employees, and the determination that such actions constituted
    violations of foreign law;
    the dishonesty of employees
    and/or other
    representatives or their refusal to abide by applicable laws and
    our established policies and rules;
    adverse weather conditions not anticipated in bids and estimates;
    project cost overruns, unforeseen schedule delays, and the
    application of liquidated damages;
    cancellation of projects, in whole or in part;
    failing to realize cost recoveries from projects completed or in
    progress within a reasonable period after completion of the
    relevant project;
    inability to hire and retain sufficient skilled labor to execute
    our current work, our work in backlog and future work we have
    not yet been awarded;
    inability to execute cost-reimbursable projects within the
    target cost, thus eroding contract margin but not contract
    income on the project; 3




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
    curtailment of capital expenditures in the oil, gas and power
    industries;
    political or social circumstances impeding the progress of our
    work and increasing the cost of performance;
    failure to obtain the timely award of one or more projects;


    inability to identify and acquire suitable acquisition targets
    on reasonable terms;
    inability to obtain adequate financing;
    inability to obtain sufficient surety bonds or letters of credit;
    loss of the services of key management personnel;
    the demand for energy moderating or diminishing;
    downturns in general economic, market or business conditions in
    our target markets;
    changes in the effective tax rate in countries where our work
    will be performed;
    changes in applicable laws or regulations, or changed
    interpretations thereof;
    changes in the scope of our expected insurance coverage;
    inability to manage insurable risk at an affordable cost;
    the occurrence of the risk factors listed elsewhere or
    incorporated by reference in this prospectus and accompanying
    prospectus supplement; and
    other factors, most of which are beyond our control.   4




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USE
    OF PROCEEDS
   5




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DESCRIPTION
    OF CAPITAL STOCK
  General
    Common
    Stock
        Class A
    Preferred Stock
      
    the designation of each series;
    the number of shares of each series;
    the rate of any dividends;
    whether any dividends will be cumulative or non-cumulative;
    the terms of any redemption;
    the amount payable in the event of any voluntary or involuntary
    liquidation, dissolution or winding up of the affairs of our
    company;
    rights and terms of any conversion or exchange;
    restrictions on the issuance of shares of the same series or any
    other series; and 6




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
    any voting rights.    
    decrease the amount of earnings and assets available for
    distribution to holders of common stock;
    adversely affect the rights and powers, including voting rights,
    of holders of common stock; and
    have the effect of delaying, deferring or preventing a change in
    control.    Stockholder
    Rights Plan
        
    the public announcement that a person or group of persons has
    acquired 15 percent or more of our common stock, except in
    connection with an offer approved by our board of
    directors; or
    10 days, or a later date determined by our board of
    directors, after the commencement of, or announcement of an
    intention to commence, a tender or exchange offer that would
    result in a person or group of persons acquiring 15 percent
    or more of our common stock.       7




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Anti-Takeover
    Effects of Provisions of our Articles of Incorporation and
    By-Laws
    Classified
    Board of Directors; Removal of Directors; Advance Notice
    Provisions for Stockholder Nominations
    Unanimous
    Consent of Stockholders Required For Action by Written
    Consent
   8




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Issuance
    of Preferred Stock
    Restrictions
    on Transfer of Common Stock
    Transfer
    Agent and Registrar
   9




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PLAN
    OF DISTRIBUTION
    
    through agents;
    to dealers or underwriters for resale;
    directly to purchasers; or
    through a combination of any of these methods of sale.      
    at a fixed price or prices, which may be changed;
    at market prices prevailing at the time of sale;
    at prices related to prevailing market prices; or
    at negotiated prices.    and/or
     10




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11




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LEGAL
    MATTERS
    EXPERTS
  Form 8-K Form 10-K Form 8-K Form 10-K
  Form 8-K
    WHERE
    YOU CAN FIND MORE INFORMATION
  1-800-SEC-0330. http://www.sec.gov
  INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE
   12




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No. 1-11953)
  
    Our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006;
    Our Quarterly Reports on
    Form 10-Q
    for the quarters ended March 31, 2007, June 30, 2007
    and September 30, 2007;
    Our Current Reports on
    Form 8-K
    filed on January 8, 2007, January 16, 2007,
    February 8, 2007, March 7, 2007, May 17, 2007,
    May 24, 2007, May 30, 2007, June 8, 2007,
    August 16, 200, August 21, 2007, September 14,
    2007, October 16, 2007 and November 2, 2007;
    The description of our common stock contained in our
    registration statement on
    Form 8-A,
    dated July 19, 1996, including any amendment or report
    filed before or after the date of this prospectus for the
    purpose of updating the description; and
    The description of our preferred stock purchase rights contained
    in our registration statement on
    Form 8-A,
    dated April 9, 1999, including any amendment or report
    filed before or after the date of this prospectus for the
    purpose of updating the description.  http://www.willbros.com
  (713) 403-8000
    (212) 656-5060.
 13




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PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 14.
    Other
    Expenses of Issuance and Distribution.    SEC registration fee

$
*Legal fees and expenses (including Blue Sky fees)


250,000Accounting fees and expenses


530,000Printing fees and expenses


325,000Miscellaneous


25,000Total

$
1,130,000     *
    
    To be deferred pursuant to Rule 456(b) and calculated in
    connection with the offering of securities under this
    Registration Statement pursuant to Rule 457(r).  Item 15.
    Indemnification
    of Directors and Officers.       II-1




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Item 16.
    Exhibits
    and Financial Statement Schedules.  Form S-3,
  ExhibitNumber

Description1*


Form of Underwriting Agreement.4
.1

Amended and Restated Articles of Incorporation of the Registrant
    (previously filed as Exhibit 3.2 to the Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    by reference herein).4
.2

Restated By-laws of the Registrant (previously filed as
    Exhibit 3.2 to the Registrants Registration Statement
    on
    Form S-1,
    Registration
    No. 333-5413
    (the
    S-1
    Registration Statement), and incorporated by reference
    herein).4
.3

Form of Stock Certificate for Common Stock, par value $0.05 per
    share (previously filed as Exhibit 4 to the
    S-1
    Registration Statement, and incorporated by reference herein).4
.4

Indenture (including form of note) dated March 12, 2004
    between the Registrant and JPMorgan Chase Bank, as trustee,
    relating to the 2.75% Convertible Senior Notes due 2024
    (previously filed as Exhibit 10.2 to the Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2004, and incorporated by
    reference herein).4
.5

First Supplemental Indenture, dated September 22, 2005,
    between the Registrant and JPMorgan Chase Bank, N.A., successor
    to JPMorgan Chase Bank, as trustee to the Indenture, dated
    March 12, 2004, (previously filed as Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K
    dated September 22, 2005 filed September 28, 2005, and
    incorporated by reference herein).4
.6

Indenture (including form of note) dated December 23, 2005
    among the Registrant, Willbros USA, Inc., as guarantor and The
    Bank of New York, as trustee, relating to the 6.5% Senior
    Convertible Notes due 2012 (previously filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on December 23, 2005, and incorporated by reference
    herein).4
.7

Securities Purchase Agreement dated October 26, 2006, by
    and among the Registrant and the buyers listed on the signature
    pages thereto (the Buyers) (previously filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2006, and incorporated by reference
    herein).4
.8

Registration Rights Agreement dated October 27, 2006, by
    and among the Registrant and the Buyers (previously filed as
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2006, and incorporated by reference
    herein).4
.9

Rights Agreement dated April 1, 1999 between the Registrant
    and Mellon Investor Services LLC (formerly known as ChaseMellon
    Shareholder Services, L.L.C.), as Rights Agent (previously filed
    as an exhibit to the Registrants Registration Statement on
    Form 8-A,
    dated April 9, 1999, and incorporated by reference herein).4
.10

Certificate of Designation of Series A Junior Participating
    Preferred Stock of the Registrant (previously filed as
    Exhibit 3 to the Registrants Report on
    Form 10-Q
    for the quarter ended March 31, 1999, and incorporated by
    reference herein).4
.11

Form of Warrant dated October 27, 2006 (previously filed as
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2006, and incorporated by reference
    herein).5**


Opinion of Arias, Fabrega & Fabrega, regarding the
    legality of the securities.8
.1*

Opinion of Sidley Austin LLP regarding U.S. tax matters. II-2




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ExhibitNumber

Description8
.2*

Opinion of Arias, Fabrega & Fabrega regarding
    Panamanian tax matters.23
.1**

Consent of GLO CPAs, LLP.23
.2**

Consent of KPMG LLP.23
.3**

Consent of Grant Thornton LLP.23
.4**

Consent of Arias, Fabrega & Fabrega (included in
    Exhibit 5).24**


Power of Attorney (included on the signature page).     *
    
    To be filed, if necessary, by an amendment or as an exhibit to a
    report filed under the Securities Exchange Act of 1934, and
    incorporated by reference herein.**
    
    Included herewith.  Item 17.
    Undertakings.            provided, however,
  bona fide
       II-3




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bona fide Provided, however
            bona fide
   II-4




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SIGNATURES
  Form S-3
    By:
    /s/  ROBERT
    R. HARL  Chief Executive Officer,
    President and Chief Operating Officer
      Signature

Title

Date/s/  John
    T. McNabb, IIJohn
    T. McNabb, II

Chairman of the Board

November 2, 2007/s/  Robert
    R. HarlRobert
    R. Harl

Director, Chief Executive Officer, President and Chief Operating
    Officer (Principal Executive Officer and Authorized
    Representative in the United States)

November 2, 2007/s/  Van
    A. WelchVan
    A. Welch

Chief Financial Officer and Senior Vice President (Principal
    Financial Officer and Principal Accounting Officer)

November 2, 2007/s/  Michael
    J. BayerMichael
    J. Bayer

Director

November 2, 2007/s/  S.
    Fred IsaacsS.
    Fred Isaacs

Director

November 2, 2007/s/  Gerald
    J. MaierGerald
    J. Maier

Director

November 2, 2007 II-5




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Signature

Title

DateRobert
    L. Sluder

Director

November  , 2007/s/  James
    B. Taylor, Jr.James
    B. Taylor, Jr.

Director

November 2, 2007/s/  S.
    Miller WilliamsS.
    Miller Williams

Director

November 2, 2007  II-6




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Index to
    Exhibits
  ExhibitNumber

Description1*


Form of Underwriting Agreement.4
.1

Amended and Restated Articles of Incorporation of the Registrant
    (previously filed as Exhibit 3.2 to the Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2006, and incorporated
    by reference herein).4
.2

Restated By-laws of the Registrant (previously filed as
    Exhibit 3.2 to the Registrants Registration Statement
    on
    Form S-1,
    Registration
    No. 333-5413
    (the
    S-1
    Registration Statement), and incorporated by reference
    herein).4
.3

Form of Stock Certificate for Common Stock, par value $0.05 per
    share (previously filed as Exhibit 4 to the
    S-1
    Registration Statement, and incorporated by reference herein).4
.4

Indenture (including form of note) dated March 12, 2004
    between the Registrant and JPMorgan Chase Bank, as trustee,
    relating to the 2.75% Convertible Senior Notes due 2024
    (previously filed as Exhibit 10.2 to the Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2004, and incorporated by
    reference herein).4
.5

First Supplemental Indenture, dated September 22, 2005,
    between the Registrant and JPMorgan Chase Bank, N.A., successor
    to JPMorgan Chase Bank, as trustee to the Indenture, dated
    March 12, 2004, (previously filed as Exhibit 4.1 to
    the Registrants Current Report on
    Form 8-K
    dated September 22, 2005 filed September 28, 2005, and
    incorporated by reference herein).4
.6

Indenture (including form of note) dated December 23, 2005
    among the Registrant, Willbros USA, Inc., as guarantor and The
    Bank of New York, as trustee, relating to the 6.5% Senior
    Convertible Notes due 2012 (previously filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on December 23, 2005, and incorporated by reference
    herein).4
.7

Securities Purchase Agreement dated October 26, 2006, by
    and among the Registrant and the buyers listed on the signature
    pages thereto (the Buyers) (previously filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2006, and incorporated by reference
    herein).4
.8

Registration Rights Agreement dated October 27, 2006, by
    and among the Registrant and the Buyers (previously filed as
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2006, and incorporated by reference
    herein).4
.9

Rights Agreement dated April 1, 1999 between the Registrant
    and Mellon Investor Services LLC (formerly known as ChaseMellon
    Shareholder Services, L.L.C.), as Rights Agent (previously filed
    as an exhibit to the Registrants Registration Statement on
    Form 8-A,
    dated April 9, 1999, and incorporated by reference herein).4
.10

Certificate of Designation of Series A Junior Participating
    Preferred Stock of the Registrant (previously filed as
    Exhibit 3 to the Registrants Report on
    Form 10-Q
    for the quarter ended March 31, 1999, and incorporated by
    reference herein).4
.11

Form of Warrant dated October 27, 2006 (previously filed as
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on October 27, 2006, and incorporated by reference
    herein).5**


Opinion of Arias, Fabrega & Fabrega, regarding the
    legality of the securities.8
.1*

Opinion of Sidley Austin LLP regarding U.S. tax matters.8
.2*

Opinion of Arias, Fabrega & Fabrega regarding
    Panamanian tax matters.23
.1**

Consent of GLO CPAs, LLP.23
.2**

Consent of KPMG LLP.23
.3**

Consent of Grant Thornton LLP.23
.4**

Consent of Arias, Fabrega & Fabrega (included in
    Exhibit 5).24**


Power of Attorney (included on the signature page).     *
    
    To be filed, if necessary, by an amendment or as an exhibit to a
    report filed under the Securities Exchange Act of 1934, and
    incorporated by reference herein.**
    
    Included herewith.