<PAGE>




As  filed with the Securities and Exchange Commission on December
20, 1996.

                                      Registration No. 333-____
-----------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                      ____________________

                            FORM S-8
                    REGISTRATION STATEMENT
                             under
                   THE SECURITIES ACT OF 1933
                      ____________________

                      WILLBROS GROUP, INC.
     (Exact name of registrant as specified in its charter)

 Republic of Panama                              98-0160660
  (State or other                             (I.R.S. Employer
  jurisdiction of                           Identification No.)
  incorporation or
   organization)


                 Edificio Torre Banco Germanico
              Calle 50 y 55 Este, Apartado 850048
                  Panama 5, Republic of Panama
(Address, including zip code, of registrant's principal executive offices)

                      ____________________

              Willbros Group, Inc. 1996 Stock Plan
            Willbros Group, Inc. Director Stock Plan
                   (Full title of the plans)
                      ____________________

                         LARRY J. BUMP
               Chairman of the Board, President,
      Chief Executive Officer and Chief Operating Officer
                      Willbros Group, Inc.
                 Edificio Torre Banco Germanico
              Calle 50 y 55 Este, Apartado 850048
                  Panama 5, Republic of Panama
                        (50-7) 263-9282
(Name,  address, including zip code, and telephone number, including
                area code, of agent for service)
                      ____________________







<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed        
                                          maximum       maximum       
                            Amount       offering      aggregate       Amount 
     Title of                to be        price         offering         of
    securities            registered     per share       price      registration
to be registered             (1)          (2)            (2)           fee
--------------------------------------------------------------------------------
<S>                       <C>             <C>        <C>              <C>
Common Stock, $.05        1,250,000              
     par value              shares        $9.50      $11,875,000      $3,599   
--------------------------------------------------------------------------------
<FN>
(1)Pursuant  to  Rule 416, there are also being  registered  such
   additional  shares  of  Common Stock as  may  become  issuable
   pursuant to the anti-dilution provisions of the Plans.

(2)Calculated  pursuant  to Rule 457(h).   With  respect  to  the
   shares  of Common Stock being registered for which the  option
   price  is unknown, the fee is calculated on the basis  of  the
   average  of  the high and low prices for the Common  Stock  on
   the  New  York  Stock Exchange for December  17,  1996.   With
   respect  to  the  shares of Common Stock being registered  for
   which   options  are  outstanding,  the  offering   price   is
   determined,  and the fee is calculated, on the  basis  of  the
   actual option exercise price.
</TABLE>
<PAGE>         
                          PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.*


Item 2.     Registrant  Information  and  Employee  Plan   Annual
            Information.*


          *   Information required by Part I of Form S-8
        to  be contained in the Section 10(a) Prospectus
        is  omitted from this Registration Statement  in
        accordance  with Rule 428 under  the  Securities
        Act  of  1933, as amended (the "1933 Act"),  and
        the Note to Part I of Form S-8.

                            *  *  *
<PAGE>
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

       The following documents heretofore filed by the registrant
with  the Securities and Exchange Commission are incorporated  by
reference in this Registration Statement:

        (1)   The registrant's Prospectus dated August 15,  1996,
        filed  pursuant  to  Rule  424(b)  under  the  1933  Act,
        containing the consolidated financial statements  of  the
        registrant  and  its  subsidiaries for  the  fiscal  year
        ended   December  31,  1995,  together  with  the  report
        thereon of KPMG Peat Marwick, independent auditors;

        (2)  The registrant's Quarterly Report on Form 10-
        Q for the quarter ended September 30, 1996; and

        (3)   The  description of the registrant's  Common
        Stock  contained in the registrant's  Registration
        Statement  on Form 8-A, dated July 19,  1996,  and
        including  any amendment or report filed  for  the
        purpose  of  updating  such  description  of   the
        registrant's Common Stock.

       In  addition,  all  documents subsequently  filed  by  the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that  all  securities  offered hereby have  been  sold  or  which
deregisters all securities offered hereby then remaining  unsold,
shall  be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to be  a  part  hereof  from  their
respective  dates  of  filing.   Any  statement  contained  in  a
document incorporated by reference shall be deemed to be modified
or  superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed
incorporated document modifies or supersedes such statement.  Any
such  statement  so modified or superseded shall not  be  deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.  Not applicable.

Item 5. Interests of Named Experts and Counsel.  Not applicable.

Item 6. Indemnification of Directors and Officers.

       Article  64 of the General Corporation Law of Panama  (the
"PGCL")  provides that directors shall be liable to creditors  of
the  registrant  for  authorizing a dividend or  distribution  of
assets  with knowledge that such payments impair the registrant's
capital or for making a false report or statement in any material
respect.  In addition, Article 444 of the Panama Code of Commerce
("Article 444") provides that directors are not personally liable
for  the  registrant's obligations, except for liability  to  the
registrant  and  third  parties  for  the  effectiveness  of  the
payments to the registrant made by stockholders, the existence of
dividends  declared, the good management of  accounting,  and  in
general, for execution or deficient performance of their  mandate
or  the  violation  of laws, the Articles of  Incorporation,  the
By-laws or resolutions of the stockholders.  Article 444 provides
that the liability of directors may only be claimed pursuant to a
resolution of the stockholders.

       The PGCL does not address the issue as to whether or not a
corporation  may  eliminate or limit a director's,  officer's  or
agent's  liability  to  the  corporation.   Nevertheless,  Arias,
Fabrega  &  Fabrega,  Panamanian counsel to the  registrant,  has
advised  the registrant that, as between the registrant  and  its
directors,  officers and agents, such liability may  be  released
                             II-1
<PAGE>
under general contract principles, to the extent that a director,
officer  or  agent, in  the performance of  his  duties  to  the
corporation,  has not acted with gross negligence or malfeasance.
This release may be included in the Articles or Incorporation  or
By-laws  of the registrant or in a contract entered into  between
the registrant and the director, officer or agent.  While such  a
release  may  not  be binding with respect to a third  person  or
stockholder  claiming liability under Article 444,  in  order  to
claim  such liability, a resolution of the stockholders would  be
necessary,  which the registrant believes would be  difficult  to
secure in the case of a publicly held company.

      The PGCL does not address the extent to which a corporation
may  indemnify  a  director,  officer  or  agent.   However,  the
registrant's Panamanian counsel has advised the registrant  that,
under  general  agency principles, an agent, which would  include
directors  and officers, may be indemnified against liability  to
third persons, except for a claim based on Article 64 of the PGCL
or  for  losses  due  to gross negligence or malfeasance  in  the
performance  of  such agent's duties.  The registrant's  Restated
Articles   of  Incorporation  release  directors  from   personal
liability  to  the  registrant or its stockholders  for  monetary
damages  for breach of fiduciary duty as a director and authorize
the   registrant's  Board  of  Directors  to  adopt  By-laws   or
resolutions  to this effect or to cause the registrant  to  enter
into  contracts  providing for limitation of  liability  and  for
indemnification of directors, officers and agents.

         The   registrant's   Restated   By-laws   provide    for
indemnification  of directors and officers of the  registrant  to
the  fullest  extent permitted by, and in the manner  permissible
under,  the  laws of the Republic of Panama.  The registrant  has
also  entered into indemnification agreements with  each  of  its
directors and officers to provide for the indemnification of, and
the  advancement of expenses to, the registrant's  directors  and
officers  to  the  fullest extent (whether partial  or  complete)
permitted  by the laws of the Republic of Panama.  The registrant
also  carries  directors' and officers'  liability  insurance  to
insure  its officers and directors against liability for  certain
errors  and omissions and to defray costs of a suit or proceeding
against an officer or director.

       The  preceding  discussion is subject to the  registrant's
Restated Articles of Incorporation and Restated By-laws  and  the
provisions  of  Article  64  of  the  PGCL  and  Article  444  as
applicable.  It is not intended to be exhaustive and is qualified
in   its  entirety  by  the  registrant's  Restated  Articles  of
Incorporation, the registrant's Restated By-laws and  Article  64
of the PGCL and Article 444.

Item 7. Exemption from Registration Claimed.  Not applicable.






Item 8. Exhibits.
<TABLE>
<CAPTION>
       The  following  documents are filed as  exhibits  to  this
Registration Statement:

<S>        <C>          
4(a)**     Willbros Group, Inc. 1996 Stock Plan.

4(b)**     Willbros Group, Inc. Director Stock Plan.

5*         Opinion of Arias, Fabrega & Fabrega.

15         Not applicable.

23(a)*     Consent of KPMG Peat Marwick.

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

24*        Power of Attorney (included on page II-4 of this
           Registration Statement).

99         Not applicable.
_______________
<FN>
*  Filed herewith.

                                 II-2
<PAGE>

** Incorporated  by  reference  to the registrant's  Registration
   Statement  on  Form  S-1 (Registration  No.  333-5413),  dated
   June 7, 1996.
</TABLE>

Item 9. Undertakings.

      (a)   The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or  sales
      are being made of the securities registered hereby, a post-
      effective amendment to this Registration Statement:

                (i)To  include  any  prospectus  required   by
        Section 10(a)(3) of the 1933 Act;

               (ii)     To reflect in the prospectus any facts
        or  events  arising after the effective date  of  this
        Registration  Statement  (or  the  most  recent  post-
        effective  amendment thereof) which,  individually  or
        in  the  aggregate, represent a fundamental change  in
        the   information  set  forth  in  this   Registration
        Statement; and

               (iii)    To  include  any material  information
        with   respect   to  the  plan  of  distribution   not
        previously  disclosed  in this Registration  Statement
        or  any  material change to such information  in  this
        Registration Statement;

      provided,  however,  that  the undertakings  set  forth  in
      paragraphs (a)(1)(i) and (a)(1)(ii) above do not  apply  if
      the   information  required  to  be  included  in  a  post-
      effective  amendment by those paragraphs  is  contained  in
      periodic  reports  filed  by  the  registrant  pursuant  to
      Section  13 or Section 15(d) of the Exchange Act  that  are
      incorporated by reference in this Registration Statement.

        (2)  That,  for the purpose of determining any  liability
      under  the  1933  Act,  each such post-effective  amendment
      shall   be  deemed  to  be  a  new  registration  statement
      relating  to  the  securities  offered  therein,  and   the
      offering  of such securities at that time shall  be  deemed
      to be the initial bona fide offering thereof.

        (3)  To  remove  from registration by means  of  a  post-
      effective  amendment any of the securities being registered
      which remain unsold at the termination of the offering.

       (b)   The undersigned registrant hereby further undertakes
that,  for purposes of determining any liability under  the  1933
Act,  each  filing of the registrant's annual report pursuant  to
Section  13(a) or Section 15(d) of the Exchange Act  (and,  where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

       (h)    Insofar as indemnification for liabilities  arising
under  the  1933 Act may be permitted to directors, officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions,  or otherwise, the registrant has been advised  that,
in  the  opinion of the Securities and Exchange Commission,  such
indemnification is against public policy as expressed in the 1933
Act  and is, therefore, unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other  than  the
payment  by  the registrant of expenses incurred  or  paid  by  a
director, officer or controlling person of the registrant in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the registrant will, unless
in  the  opinion  of its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public policy as expressed in the 1933 Act and  will  be
governed by the final adjudication of such issue.

                              *  *  *
                               II-3

<PAGE>

                           SIGNATURES

       The  Registrant.   Pursuant to  the  requirements  of  the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the  City  of  Panama
City, Republic of Panama on the 20th day of December, 1996.




                                 WILLBROS GROUP, INC.


                                 By:    /s/  Larry J. Bump
                                    -------------------------
                                    Larry J. Bump
                                    Chairman of the Board, President,
                                    Chief Executive Officer and
                                    Chief Operating Officer

       KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Larry  J.  Bump,
Melvin F. Spreitzer and John N. Hove, and each of them, his  true
and  lawful  attorneys-in-fact and  agents  with  full  power  of
substitution,  for him and in his name, place and stead,  in  any
and  all  capacities,  to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to
file  the  same, with all exhibits thereto, and all documents  in
connection   therewith,   with  the   Securities   and   Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power  and  authority to do and perform each and  every  act  and
thing  requisite  and  necessary to  be  done  in  or  about  the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and agents, or his or their  substitutes,  may
lawfully do or cause to be done by virtue hereof.

        Pursuant  to  the requirements of the Securities  Act  of
1933,  this Registration Statement has been signed below  by  the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>

Signature                    Title                        Date

<S>                          <C>                          <C>  
/s/  Larry J. Bump           Director, Chairman of the    December 20, 1996
Larry J. Bump                Board, President, Chief    
                             Executive Officer and
                             Chief Operating Officer
                             (Principal Executive
                             Officer and Authorized 
                             Representative in the
                             United States)
                       
/s/  Melvin F. Spreitzer     Director, Executive          December 20, 1996
Melvin F. Spreitzer          Vice President, Chief    
                             Financial Officer and
                             Treasurer (Principal
                             Financial Officer and
                             Principal Accounting
                             Officer)
                                                
/s/  Guy E. Waldvogel        Director                     December 20, 1996
Guy E. Waldvogel 
                              
/s/  Bryan H. Lawrence       Director                     December 20, 1996
Bryan H. Lawrence
</TABLE>
                                 II-4
<PAGE>
<TABLE>
<CAPTION>
Signature                    Title                        Date
<S>                          <C>                          <C>
/s/  Peter A. Leidel         Director                     December 20, 1996
Peter A. Leidel                                

/s/  John H. Williams        Director                     December 20, 1996
John H. Williams                                

/s/  Michael J. Pink         Director                     December 20, 1996
Michael J. Pink                                 
</TABLE>
                                 II-5
<PAGE>
<TABLE>

                       INDEX TO EXHIBITS
<CAPTION>
  Exhibit  
  Number            Description of Document
 <S>      <C>         
 4(a)**   Willbros Group, Inc. 1996 Stock Plan.

 4(b)**   Willbros Group, Inc. Director Stock Plan.

 5*       Opinion of Arias, Fabrega & Fabrega.

 15       Not applicable.

 23(a)*   Consent of KPMG Peat Marwick.

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

 24*      Power of Attorney (included on page II-4 of
          this Registration Statement).

 99       Not applicable.
_______________
<FN>
*  Filed herewith.
** Incorporated  by  reference  to the registrant's  Registration
   Statement  on  Form  S-1 (Registration  No.  333-5413),  dated
   June 7, 1996.
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20617}]
{"company-data": {"conformed-name": "WILLBROS GROUP INC", "cik": "0000895450", "assigned-sic": "1389", "irs-number": "980160660", "state-of-incorporation": "R1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18421", "film-number": "96684104"}, "business-address": {"street1": "C/O OF WILLBROS USA INC", "street2": "241 EAST 61ST STREET SUITE 700", "city": "TULSA", "state": "OK", "zip": "74136"}, "mail-address": {"street1": "C/O WILLBROS USA INC", "street2": "2431 EAST 61ST STREET SUITE 700", "city": "TULSA", "state": "OK", "zip": "74136"}}
As  filed with the Securities and Exchange Commission on December
20, 1996.

                                      Registration No. 333-____
-----------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                      ____________________

                            FORM S-8
                    REGISTRATION STATEMENT
                             under
                   THE SECURITIES ACT OF 1933
                      ____________________

                      WILLBROS GROUP, INC.
     (Exact name of registrant as specified in its charter)

 Republic of Panama                              98-0160660
  (State or other                             (I.R.S. Employer
  jurisdiction of                           Identification No.)
  incorporation or
   organization)

                 Edificio Torre Banco Germanico
              Calle 50 y 55 Este, Apartado 850048
                  Panama 5, Republic of Panama
(Address, including zip code, of registrant's principal executive offices)

                      ____________________

              Willbros Group, Inc. 1996 Stock Plan
            Willbros Group, Inc. Director Stock Plan
                   (Full title of the plans)
                      ____________________

                         LARRY J. BUMP
               Chairman of the Board, President,
      Chief Executive Officer and Chief Operating Officer
                      Willbros Group, Inc.
                 Edificio Torre Banco Germanico
              Calle 50 y 55 Este, Apartado 850048
                  Panama 5, Republic of Panama
                        (50-7) 263-9282
(Name,  address, including zip code, and telephone number, including
                area code, of agent for service)
                      ____________________
CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed        
                                          maximum       maximum       
                            Amount       offering      aggregate       Amount 
     Title of                to be        price         offering         of
    securities            registered     per share       price      registration
to be registered             (1)          (2)            (2)           fee
--------------------------------------------------------------------------------
Common Stock, $.05        1,250,000              
     par value              shares        $9.50      $11,875,000      $3,599   
--------------------------------------------------------------------------------
(1)Pursuant  to  Rule 416, there are also being  registered  such
   additional  shares  of  Common Stock as  may  become  issuable
   pursuant to the anti-dilution provisions of the Plans.

(2)Calculated  pursuant  to Rule 457(h).   With  respect  to  the
   shares  of Common Stock being registered for which the  option
   price  is unknown, the fee is calculated on the basis  of  the
   average  of  the high and low prices for the Common  Stock  on
   the  New  York  Stock Exchange for December  17,  1996.   With
   respect  to  the  shares of Common Stock being registered  for
   which   options  are  outstanding,  the  offering   price   is
   determined,  and the fee is calculated, on the  basis  of  the
   actual option exercise price.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant  Information  and  Employee  Plan   Annual
            Information.*

          *   Information required by Part I of Form S-8
        to  be contained in the Section 10(a) Prospectus
        is  omitted from this Registration Statement  in
        accordance  with Rule 428 under  the  Securities
        Act  of  1933, as amended (the "1933 Act"),  and
        the Note to Part I of Form S-8.

                            *  *  *
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

       The following documents heretofore filed by the registrant
with  the Securities and Exchange Commission are incorporated  by
reference in this Registration Statement:

        (1)   The registrant's Prospectus dated August 15,  1996,
        filed  pursuant  to  Rule  424(b)  under  the  1933  Act,
        containing the consolidated financial statements  of  the
        registrant  and  its  subsidiaries for  the  fiscal  year
        ended   December  31,  1995,  together  with  the  report
        thereon of KPMG Peat Marwick, independent auditors;

        (2)  The registrant's Quarterly Report on Form 10-
        Q for the quarter ended September 30, 1996; and

        (3)   The  description of the registrant's  Common
        Stock  contained in the registrant's  Registration
        Statement  on Form 8-A, dated July 19,  1996,  and
        including  any amendment or report filed  for  the
        purpose  of  updating  such  description  of   the
        registrant's Common Stock.

       In  addition,  all  documents subsequently  filed  by  the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that  all  securities  offered hereby have  been  sold  or  which
deregisters all securities offered hereby then remaining  unsold,
shall  be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to be  a  part  hereof  from  their
respective  dates  of  filing.   Any  statement  contained  in  a
document incorporated by reference shall be deemed to be modified
or  superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed
incorporated document modifies or supersedes such statement.  Any
such  statement  so modified or superseded shall not  be  deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.  Not applicable.

Item 5. Interests of Named Experts and Counsel.  Not applicable.

Item 6. Indemnification of Directors and Officers.

       Article  64 of the General Corporation Law of Panama  (the
"PGCL")  provides that directors shall be liable to creditors  of
the  registrant  for  authorizing a dividend or  distribution  of
assets  with knowledge that such payments impair the registrant's
capital or for making a false report or statement in any material
respect.  In addition, Article 444 of the Panama Code of Commerce
("Article 444") provides that directors are not personally liable
for  the  registrant's obligations, except for liability  to  the
registrant  and  third  parties  for  the  effectiveness  of  the
payments to the registrant made by stockholders, the existence of
dividends  declared, the good management of  accounting,  and  in
general, for execution or deficient performance of their  mandate
or  the  violation  of laws, the Articles of  Incorporation,  the
By-laws or resolutions of the stockholders.  Article 444 provides
that the liability of directors may only be claimed pursuant to a
resolution of the stockholders.

       The PGCL does not address the issue as to whether or not a
corporation  may  eliminate or limit a director's,  officer's  or
agent's  liability  to  the  corporation.   Nevertheless,  Arias,
Fabrega  &  Fabrega,  Panamanian counsel to the  registrant,  has
advised  the registrant that, as between the registrant  and  its
directors,  officers and agents, such liability may  be  released
                             II-1
under general contract principles, to the extent that a director,
officer  or  agent, in  the performance of  his  duties  to  the
corporation,  has not acted with gross negligence or malfeasance.
This release may be included in the Articles or Incorporation  or
By-laws  of the registrant or in a contract entered into  between
the registrant and the director, officer or agent.  While such  a
release  may  not  be binding with respect to a third  person  or
stockholder  claiming liability under Article 444,  in  order  to
claim  such liability, a resolution of the stockholders would  be
necessary,  which the registrant believes would be  difficult  to
secure in the case of a publicly held company.

      The PGCL does not address the extent to which a corporation
may  indemnify  a  director,  officer  or  agent.   However,  the
registrant's Panamanian counsel has advised the registrant  that,
under  general  agency principles, an agent, which would  include
directors  and officers, may be indemnified against liability  to
third persons, except for a claim based on Article 64 of the PGCL
or  for  losses  due  to gross negligence or malfeasance  in  the
performance  of  such agent's duties.  The registrant's  Restated
Articles   of  Incorporation  release  directors  from   personal
liability  to  the  registrant or its stockholders  for  monetary
damages  for breach of fiduciary duty as a director and authorize
the   registrant's  Board  of  Directors  to  adopt  By-laws   or
resolutions  to this effect or to cause the registrant  to  enter
into  contracts  providing for limitation of  liability  and  for
indemnification of directors, officers and agents.

         The   registrant's   Restated   By-laws   provide    for
indemnification  of directors and officers of the  registrant  to
the  fullest  extent permitted by, and in the manner  permissible
under,  the  laws of the Republic of Panama.  The registrant  has
also  entered into indemnification agreements with  each  of  its
directors and officers to provide for the indemnification of, and
the  advancement of expenses to, the registrant's  directors  and
officers  to  the  fullest extent (whether partial  or  complete)
permitted  by the laws of the Republic of Panama.  The registrant
also  carries  directors' and officers'  liability  insurance  to
insure  its officers and directors against liability for  certain
errors  and omissions and to defray costs of a suit or proceeding
against an officer or director.

       The  preceding  discussion is subject to the  registrant's
Restated Articles of Incorporation and Restated By-laws  and  the
provisions  of  Article  64  of  the  PGCL  and  Article  444  as
applicable.  It is not intended to be exhaustive and is qualified
in   its  entirety  by  the  registrant's  Restated  Articles  of
Incorporation, the registrant's Restated By-laws and  Article  64
of the PGCL and Article 444.

Item 7. Exemption from Registration Claimed.  Not applicable.

Item 8. Exhibits.
The  following  documents are filed as  exhibits  to  this
Registration Statement:
4(a)**     Willbros Group, Inc. 1996 Stock Plan.

4(b)**     Willbros Group, Inc. Director Stock Plan.

5*         Opinion of Arias, Fabrega & Fabrega.

15         Not applicable.

23(a)*     Consent of KPMG Peat Marwick.

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

24*        Power of Attorney (included on page II-4 of this
           Registration Statement).

99         Not applicable.
_______________
*  Filed herewith.

                                 II-2
** Incorporated  by  reference  to the registrant's  Registration
   Statement  on  Form  S-1 (Registration  No.  333-5413),  dated
   June 7, 1996.
Item 9. Undertakings.

      (a)   The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or  sales
      are being made of the securities registered hereby, a post-
      effective amendment to this Registration Statement:

                (i)To  include  any  prospectus  required   by
        Section 10(a)(3) of the 1933 Act;

               (ii)     To reflect in the prospectus any facts
        or  events  arising after the effective date  of  this
        Registration  Statement  (or  the  most  recent  post-
        effective  amendment thereof) which,  individually  or
        in  the  aggregate, represent a fundamental change  in
        the   information  set  forth  in  this   Registration
        Statement; and

               (iii)    To  include  any material  information
        with   respect   to  the  plan  of  distribution   not
        previously  disclosed  in this Registration  Statement
        or  any  material change to such information  in  this
        Registration Statement;

      provided,  however,  that  the undertakings  set  forth  in
      paragraphs (a)(1)(i) and (a)(1)(ii) above do not  apply  if
      the   information  required  to  be  included  in  a  post-
      effective  amendment by those paragraphs  is  contained  in
      periodic  reports  filed  by  the  registrant  pursuant  to
      Section  13 or Section 15(d) of the Exchange Act  that  are
      incorporated by reference in this Registration Statement.

        (2)  That,  for the purpose of determining any  liability
      under  the  1933  Act,  each such post-effective  amendment
      shall   be  deemed  to  be  a  new  registration  statement
      relating  to  the  securities  offered  therein,  and   the
      offering  of such securities at that time shall  be  deemed
      to be the initial bona fide offering thereof.

        (3)  To  remove  from registration by means  of  a  post-
      effective  amendment any of the securities being registered
      which remain unsold at the termination of the offering.

       (b)   The undersigned registrant hereby further undertakes
that,  for purposes of determining any liability under  the  1933
Act,  each  filing of the registrant's annual report pursuant  to
Section  13(a) or Section 15(d) of the Exchange Act  (and,  where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

       (h)    Insofar as indemnification for liabilities  arising
under  the  1933 Act may be permitted to directors, officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions,  or otherwise, the registrant has been advised  that,
in  the  opinion of the Securities and Exchange Commission,  such
indemnification is against public policy as expressed in the 1933
Act  and is, therefore, unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other  than  the
payment  by  the registrant of expenses incurred  or  paid  by  a
director, officer or controlling person of the registrant in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the registrant will, unless
in  the  opinion  of its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public policy as expressed in the 1933 Act and  will  be
governed by the final adjudication of such issue.

                              *  *  *
                               II-3
SIGNATURES

       The  Registrant.   Pursuant to  the  requirements  of  the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the  City  of  Panama
City, Republic of Panama on the 20th day of December, 1996.

                                 WILLBROS GROUP, INC.

                                 By:    /s/  Larry J. Bump
                                    -------------------------
                                    Larry J. Bump
                                    Chairman of the Board, President,
                                    Chief Executive Officer and
                                    Chief Operating Officer

       KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Larry  J.  Bump,
Melvin F. Spreitzer and John N. Hove, and each of them, his  true
and  lawful  attorneys-in-fact and  agents  with  full  power  of
substitution,  for him and in his name, place and stead,  in  any
and  all  capacities,  to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to
file  the  same, with all exhibits thereto, and all documents  in
connection   therewith,   with  the   Securities   and   Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power  and  authority to do and perform each and  every  act  and
thing  requisite  and  necessary to  be  done  in  or  about  the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and agents, or his or their  substitutes,  may
lawfully do or cause to be done by virtue hereof.

        Pursuant  to  the requirements of the Securities  Act  of
1933,  this Registration Statement has been signed below  by  the
following persons in the capacities and on the dates indicated:
Signature                    Title                        Date
/s/  Larry J. Bump           Director, Chairman of the    December 20, 1996
Larry J. Bump                Board, President, Chief    
                             Executive Officer and
                             Chief Operating Officer
                             (Principal Executive
                             Officer and Authorized 
                             Representative in the
                             United States)
                       
/s/  Melvin F. Spreitzer     Director, Executive          December 20, 1996
Melvin F. Spreitzer          Vice President, Chief    
                             Financial Officer and
                             Treasurer (Principal
                             Financial Officer and
                             Principal Accounting
                             Officer)
                                                
/s/  Guy E. Waldvogel        Director                     December 20, 1996
Guy E. Waldvogel 
                              
/s/  Bryan H. Lawrence       Director                     December 20, 1996
Bryan H. Lawrence
II-4
Signature                    Title                        Date
/s/  Peter A. Leidel         Director                     December 20, 1996
Peter A. Leidel                                

/s/  John H. Williams        Director                     December 20, 1996
John H. Williams                                

/s/  Michael J. Pink         Director                     December 20, 1996
Michael J. Pink
II-5
INDEX TO EXHIBITS
Exhibit  
  Number            Description of Document
4(a)**   Willbros Group, Inc. 1996 Stock Plan.

 4(b)**   Willbros Group, Inc. Director Stock Plan.

 5*       Opinion of Arias, Fabrega & Fabrega.

 15       Not applicable.

 23(a)*   Consent of KPMG Peat Marwick.

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

 24*      Power of Attorney (included on page II-4 of
          this Registration Statement).

 99       Not applicable.
_______________
*  Filed herewith.
** Incorporated  by  reference  to the registrant's  Registration
   Statement  on  Form  S-1 (Registration  No.  333-5413),  dated
   June 7, 1996.