WILLBROS GROUP INC
8-A12B, 1996-07-19
OIL & GAS FIELD SERVICES, NEC
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
    PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


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


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



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



If this Form relates to the registration of a class of debt securities and is 
effective upon filing pursuant to General Instruction A(c)(1), please check the 
following box.  [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box .  [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class                    Name of each exchange on which  
         to be registered                      each class is to be registered
   -----------------------------               ------------------------------

   Common Stock, $0.05 par value                   New York Stock Exchange



Securities to be registered pursuant to Section 12(g) of the Act:

                                     None

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<PAGE>
 
Item 1.  Description of Registrant's Securities to be Registered.

     See "Description of Capital Stock" in the Prospectus constituting Part I of
the Registrant's Registration Statement on Form S-1 (file No. 333-5413) under 
the Securities Act of 1933, as amended, filed with the Securities and Exchange 
Commission on June 7, 1996, as amended, which is hereby incorporated by 
reference.

Item 2.  Exhibits.*

     1.  Registration Statement on Form S-1 (File No. 333-5413) filed with the 
         Securities and Exchange Commission on June 7, 1996, as amended.

     2.  Restated Articles of Incorporation of the Registrant (included in 
         Exhibit 1).

     3.  Restated By-laws of the Registrant (included in Exhibit 1).

     4.  Form of stock certificate for the Registrant's Common Stock, par value 
         $0.05 per share (included in Exhibit 1).

- -----------------------
     *   Pursuant to Instruction II, the foregoing exhibits have been filed with
the New York Stock Exchange and shall not be deemed filed with or incorporated 
by reference in (except to the extent noted in Item 1 above) copies of this 
registration statement filed with the Securities and Exchange Commission.


                              *       *       *

                                   -2-     
<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:  July 19, 1996


                                        WILLBROS GROUP, INC.

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

                                      -3-


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