WILLBROS GROUP INC, S-1/A, 1996-08-12

WILLBROS GROUP INC
S-1/A, 1996-08-12
OIL & GAS FIELD SERVICES, NEC

Previous: NICHOLAS APPLEGATE MUTUAL FUNDS, 497, 1996-08-12

Next: PRIME MEDICAL SERVICES INC /TX/, RW, 1996-08-12

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996.

REGISTRATION NO. 333-5413
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------

WILLBROS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

---------------

REPUBLIC OF PANAMA 1623 98-0160660
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)

EDIFICIO TORRE BANCO GERMANICO
CALLE 50 Y 55 ESTE, APARTADO 850048
PANAMA 5, REPUBLIC OF PANAMA
(50-7) 263-9282
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

---------------

LARRY J. BUMP
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE 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)

COPIES TO:
ROBERT A. CURRY, ESQ. JONATHAN I. MARK, ESQ.
CONNER & WINTERS CAHILL GORDON & REINDEL
2400 FIRST PLACE TOWER 80 PINE STREET
15 EAST 5TH STREET NEW YORK, NEW YORK 10005-1702
TULSA, OKLAHOMA 74103-4391 (212) 701-3000
(918) 586-5711

---------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practical after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
FORM S-1 ITEM NUMBER AND HEADING CAPTION OR LOCATION IN PROSPECTUS
-------------------------------- ---------------------------------
<C> <S> <C>
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus.... Outside Front Cover Page.
2. Inside Front and Outside Back
Cover Pages of Prospectus... Inside Front and Outside Back Cover Pages.
3. Summary Information, Risk
Factors and Ratio of Prospectus Summary; Risk Factors; Selected
Earnings to Fixed Charges... Consolidated Financial and Other Data;
Consolidated Financial Statements.
4. Use of Proceeds.............. Prospectus Summary; Use of Proceeds.
5. Determination of Offering Outside Front Cover Page; Risk Factors;
Price....................... Underwriting.
6. Dilution..................... Dilution.
7. Selling Security Holders..... Principal and Selling Stockholders.
8. Plan of Distribution......... Outside Front Cover Page; Underwriting.
9. Description of Securities to Dividend Policy; Description of Capital
be Registered............... Stock.
10. Interests of Named Experts Not Applicable.
and Counsel.................
11. Information With Respect to Outside Front Cover Page; Prospectus
the Registrant.............. Summary; Risk Factors; Dividend Policy;
Selected Consolidated Financial and Other
Data; Management's Discussion and Analysis
of Financial Condition and Results of
Operations; Business; Management; Certain
Transactions; Principal and Selling
Stockholders; Description of Capital
Stock; Shares Eligible for Future Sale;
Consolidated Financial Statements.
12. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities................. Not Applicable.
</TABLE>
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED AUGUST 12, 1996

6,000,000 SHARES

WILLBROS GROUP, INC.

[LOGO OF WILLBROS GROUP
APPEARS HERE] COMMON STOCK

THE SHARES OF COMMON STOCK, PAR VALUE $.05 PER SHARE (THE "COMMON STOCK"), OF
WILLBROS GROUP, INC. (THE "COMPANY") OFFERED HEREBY (THE "OFFERING") ARE BEING
SOLD BY CERTAIN STOCKHOLDERS (THE "SELLING STOCKHOLDERS"). SEE "PRINCIPAL AND
SELLING STOCKHOLDERS." THE COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS FROM
THE SALE OF SHARES BY THE SELLING STOCKHOLDERS.

PRIOR TO THE OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK.
IT IS CURRENTLY ESTIMATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE
BETWEEN $11.00 AND $13.00 PER SHARE. SEE "UNDERWRITING" FOR THE FACTORS
CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE. THE COMMON STOCK
HAS BEEN APPROVED FOR LISTING ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL
"WG."

FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON
STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 8-13.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-----------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE DISCOUNTS PROCEEDS TO
TO AND SELLING
PUBLIC COMMISSIONS* STOCKHOLDERS+
<S> <C> <C> <C>
PER SHARE..................................... $ $ $
TOTAL++....................................... $ $ $
</TABLE>
- -----
* THE COMPANY AND THE SELLING STOCKHOLDERS HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933. SEE "UNDERWRITING."

+ NO EXPENSES ARE PAYABLE BY THE SELLING STOCKHOLDERS. EXPENSES PAYABLE BY THE
COMPANY ARE ESTIMATED TO BE $ .

++THE COMPANY HAS GRANTED THE UNDERWRITERS A 30-DAY OPTION TO PURCHASE UP TO
900,000 ADDITIONAL SHARES OF COMMON STOCK ON THE SAME TERMS PER SHARE SOLELY
TO COVER OVER-ALLOTMENTS, IF ANY. IF SUCH OPTION IS EXERCISED IN FULL, THE
TOTAL PRICE TO PUBLIC WILL BE $ , THE TOTAL UNDERWRITING DISCOUNTS AND
COMMISSIONS WILL BE $ AND THERE WILL BE PROCEEDS TO THE COMPANY OF $ .
SEE "UNDERWRITING."

-----------

THE COMMON STOCK IS BEING OFFERED BY THE UNDERWRITERS AS SET FORTH UNDER
"UNDERWRITING" HEREIN. IT IS EXPECTED THAT DELIVERY OF CERTIFICATES THEREFOR
WILL BE MADE AT THE OFFICES OF DILLON, READ & CO. INC., NEW YORK, NEW YORK, ON
OR ABOUT , 1996, AGAINST PAYMENT THEREFOR. THE UNDERWRITERS INCLUDE:

DILLON, READ & CO. INC. MERRILL LYNCH & CO.

THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE>

Construction

Willbros specializes in logistically
complex and technically difficult
construction projects in remote Engineering
areas with difficult terrain and
harsh climatic conditions.

Engineering services include
feasibility studies, conceptual and
detailed design, field services,
material procurement and overall
project management.

[Picture of excavation site]

PIPELINE RECONSTRUCTION FOLLOWING A
MAJOR EARTHQUAKE - ECUADOR

[Picture of engineer working at
computer design terminal]

STATE OF THE ART CADD SYSTEM - USA

[LOGO]

Specialty Services

Specialty services include pipe coating,
removal and installation of flow lines,
maintenance and repair of pipelines,
concrete pile fabrication, dredging and
transportation.

[Picture of pipe maintenance crew]
[Picture of flow lines]

FLOW LINES - KUWAIT

MAINTENANCE - OMAN
[Picture of dredging]

GATE--[World map showing Willbros
presence]
DREDGING - NIGERIA

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Consolidated Financial Statements and notes thereto appearing
elsewhere in this Prospectus. Unless otherwise indicated, (a) all references in
this Prospectus to the "Company" refer to Willbros Group, Inc. ("WGI") and its
consolidated subsidiaries, (b) all references to the "Predecessor Company"
refer to the consolidated subsidiaries of WGI prior to their acquisition by WGI
in 1992 and predecessors in interest to the business conducted by such
entities, and (c) all references to "Willbros" refer to the Company and the
Predecessor Company collectively or in a historical sense. See "Business--
Willbros Background." All information in this Prospectus relating to the shares
of Common Stock and per share amounts has been restated to reflect a 30-for-1
stock split effected on May 27, 1996. Unless otherwise indicated, all data in
this Prospectus assumes (a) no exercise of the Underwriters' over-allotment
option, and (b) conversion of all outstanding shares of Preferred Stock of the
Company into Common Stock prior to the effectiveness of the Registration
Statement of which this Prospectus is a part.

THE COMPANY

GENERAL

The Company is one of the leading independent contractors serving the oil and
gas industry, providing construction services, engineering services and other
specialty oilfield-related services ("specialty services") to industry and
government entities worldwide. The Company places particular emphasis on
projects in developing countries where the Company believes its experience
gives it a competitive advantage. The Company's construction services include
the building and replacement of major pipelines and gathering systems, flow
stations, pump stations, gas compressor stations, gas processing facilities and
oil and gas production facilities; and the construction of piers, dock
facilities and bridges. The Company's engineering services include feasibility
studies; conceptual and detailed design; field services; material procurement;
and overall project management. The Company's specialty services include
dredging; pipe coating; pipe double jointing; removal and installation of
flowlines; the fabrication and installation of concrete piles and platforms;
maintenance and repair of pipelines, stations and facilities; pipeline
rehabilitation; and transport of oilfield equipment, rigs and vessels.

The Company provides its services through a large fleet of equipment
comprised of, among other things, marine vessels, barges, dredges, pipelaying
equipment, heavy construction equipment, transportation equipment and camp
equipment. The Company's equipment fleet is supported by warehouses of spare
parts and tools which are located to maximize availability and minimize cost.

The Company obtains contracts for its work primarily by competitive bidding
or through negotiations with long-standing clients. In evaluating bid
opportunities, the Company considers such factors as the client, the geographic
location and the difficulty of the work, the Company's current and projected
workload, including the availability of personnel and Company owned equipment,
the likelihood of additional work, the project's cost and profitability
estimates and the Company's competitive advantage relative to other likely
bidders. See "Business--General."

The Company traces its roots to the construction business of Williams
Brothers Company, founded in 1908. Through successors to that business,
Willbros has completed many landmark projects around the world, including the
"Big Inch" and "Little Big Inch" War Emergency Pipelines (1942-44), the Mid-
America Pipeline (1960), the TransNiger Pipeline (1962-64), the Trans-
Ecuadorian Pipeline (1970-72), the northernmost portion of the Trans-Alaskan
Pipeline System (1974-76), the All American Pipeline System (1984-86),
Colombia's Alto Magdalena Pipeline System (1989-90) and a portion of the
Pacific Gas Transmission System expansion (1992-93). Willbros has been involved
in nine of the ten largest gas pipeline projects undertaken in the United
States since 1988. See "Business--Willbros Milestones."

3
<PAGE>

Over the years, Willbros has been employed by more than 400 clients to carry
out work in over 50 countries. Within the past 10 years, Willbros has worked in
Africa, Asia, the Commonwealth of Independent States (the "C.I.S."), the Middle
East, North America and South America. Willbros' relatively steady base of
ongoing construction, engineering and specialty services operations in Nigeria,
Oman, the United States and Venezuela has been enhanced by major construction
and engineering projects in Abu Dhabi, Colombia, Ecuador, Egypt, Gabon, Kuwait,
Morocco, Nigeria, Oman, Pakistan, and the United States. Major clients of the
Company in these countries include operating units of Royal Dutch Shell,
Chevron Corp., Occidental Petroleum, Pacific Gas and Electric and Great Lakes
Gas Transmission Company and governmental entities such as the U.S. Army Corps
of Engineers, Nigerian National Petroleum Corporation, Kuwait Oil Company, Pak-
Arab Refinery, Ltd. and operating units of Petroleos de Venezuela S.A. See
"Business--General."

Between 1979 and 1992, a controlling interest in the Company was held by
Heerema Holding Construction, Inc. ("Heerema"), a leading offshore fabrication
and installation contractor. In 1992, the Company was purchased from Heerema by
a group of investors including management of the Company, certain private
investment partnerships managed by Dillon, Read & Co. Inc. ("Dillon Read") and
persons related to Dillon Read (collectively, the "Yorktown and Concord
Investors"), and Heerema. Subsequent to the Offering, Company management and
employees will own approximately 32.8% of the Company. See "Business--Willbros
Background" and "Principal and Selling Stockholders."

CURRENT MARKET CONDITIONS

Relatively high crude oil and natural gas prices have resulted in
correspondingly strong levels of current and projected capital expenditures by
oil and gas companies to explore for and produce oil and gas reserves.
Accordingly, many significant natural gas, crude oil and petroleum products
pipeline projects and liquified natural gas ("LNG") projects, together with
ancillary construction and other associated projects, are being undertaken,
particularly in developing countries or regions where energy infrastructure
spending has lagged.

The Company believes that certain of these projects will meet its bidding
criteria, and that the Company's worldwide pipeline construction, engineering
and specialty services experience place it in an advantageous position to
compete for such projects. The Company currently has approximately 70 bids
outstanding with respect to potential contract awards in Australia, Egypt,
Guam, Indonesia, Mexico, Nigeria, Oman, Russia, Saudi Arabia, the United States
and Venezuela. The Company is currently preparing bids with respect to
potential contract awards in Egypt, Indonesia, Mexico, Nigeria, Oman, Russia,
the United States and Venezuela. Finally, the Company expects to prepare and
submit bids with respect to certain other potential construction and
engineering projects in Africa, Asia, the C.I.S., the Middle East, North
America and South America before the end of 1996. See "Business--Current Market
Conditions."

BUSINESS STRATEGY

The Company historically pursued a strategy of maximizing stockholder returns
while maintaining a strong balance sheet. More recently, the Company has
emphasized a growth strategy which encompasses geographic expansion in areas
such as Pakistan and Indonesia, strategic alliances, acquisitions and quality
improvements. In pursuing this strategy, the Company relies on its competitive
advantage in completing logistically complex and technically difficult projects
in remote areas with difficult terrain and harsh climatic conditions. The
Company also relies on its experienced multinational work force of
approximately 4,050 employees, over 80% of whom are citizens of the respective
countries in which they work. See "Business--Business Strategy."

Geographic Expansion. The Company seeks to maintain its presence in regions
where it has previously developed a strong base of operations, such as Africa,
the Middle East, North America and

4
<PAGE>

South America, and to establish a presence in additional strategically
important locations, such as Russia, Pakistan, Indonesia, Egypt and Brazil. In
pursuing this strategy, the Company seeks to identify a limited number of long-
term niche markets in which the Company can outperform the competition and
establish an advantageous position.

Acquisitions. The Company seeks to identify and acquire companies which
complement its business strategy. For example, in 1994 the Company acquired
(from an affiliate of Heerema) Construcciones Acuaticas Mundiales, S.A.
("CAMSA"), a company operating in the Lake Maracaibo area of Venezuela whose
primary expertise is in marine construction and the fabrication and
installation of concrete piles and platforms for offshore projects. See
"Certain Transactions." The Company will continue to evaluate acquisition
candidates that offer growth opportunities and the ability to complement the
Company's resources and capabilities.

Quality Improvements. The Company's quality improvement program is focused on
obtaining ISO 9000 certification and on continually improving the readiness,
utilization and overall quality of its fleet of equipment. ISO 9000 is an
internationally recognized verification system for quality management overseen
by the International Standards Organization based in Geneva, Switzerland. The
ISO 9000 certification is important to the Company's international operations
in that in recent years such certification has been made a criterion for
prequalification of contractors by certain potential clients and this trend is
expected to continue. The certification process involves a rigorous review and
audit of the Company's management processes and quality control procedures.
During the first half of 1996, five of the Company's subsidiaries achieved ISO
9000 certification. The Company's Nigerian subsidiary is scheduled to achieve
certification during August 1996.

Conservative Financial Management. The Company expects to continue to
emphasize the maintenance of a conservative balance sheet in order to finance
the development and growth of its business. The Company also seeks to obtain
contracts that are likely to result in recurring revenues in order to mitigate
the cyclical nature of its construction and engineering businesses. For
example, the Company generally seeks to obtain specialty services contracts of
more than one year in duration. Additionally, the Company acts to minimize its
exposure to currency fluctuations through the use of U.S. dollar-denominated
contracts, by limiting payments in local currency to approximately the amount
of local currency expenses, and otherwise by hedging activities such as
purchasing forward exchange contracts.

WGI is incorporated in the Republic of Panama and maintains its headquarters
at Edificio Torre Banco Germanico, Calle 50 y 55 Este, Panama 5, Republic of
Panama; its telephone number is (50-7) 263-9282. Administrative services for
the Company are provided by Willbros USA, Inc., which is located at 2431 East
61st Street, Suite 700, Tulsa, Oklahoma 74136-1267; its telephone number is
(918) 748-7000.

5
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the
Selling Stockholders............. 6,000,000 shares
Common Stock to be outstanding
after the Offering............... 13,860,000 shares (1)
Use of proceeds to the Company.... The Company will not receive any of the
proceeds from the sale of shares by the
Selling Stockholders. If the Underwriters'
over-allotment option granted by the
Company is exercised, there will be
proceeds to the Company which will be used
as working capital, to support expansion of
operations and for possible acquisitions of
assets and businesses. See "Use of
Proceeds."
New York Stock Exchange symbol.... WG
</TABLE>
- --------
(1) Does not include (a) 900,000 shares of Common Stock that may be sold by the
Company upon exercise of the Underwriters' over-allotment option, (b)
1,125,000 shares of Common Stock reserved for issuance under the Company's
1996 Stock Plan, and (c) 125,000 shares of Common Stock reserved for
issuance under the Company's Director Stock Plan.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY (1) COMPANY
------------ ----------------------------------------------------------
SIX MONTHS
YEAR ENDED YEAR ENDED DECEMBER 31, ENDED JUNE 30,
DECEMBER 31, -------------------------------------- ------------------
1991 1992 1993 1994 1995 1995 1996
------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Contract revenues...... $168,875 $180,947 $210,011 $145,716 $220,506 $ 75,122 $102,456
Operating expenses:
Contract cost.......... 124,925 127,942 147,991 98,700 161,584 54,222 76,431
Depreciation and
amortization.......... 14,272 15,029 16,672 14,598 15,193 7,365 6,630
General and
administrative........ 19,098 19,300 24,145 24,261 27,937 12,582 13,273
Increase (decrease) in
redemption value of
common stock (2)...... -- 1,830 1,256 1,681 2,100 (406) 1,427
-------- -------- -------- -------- -------- -------- --------
Operating income....... 10,580 16,846 19,947 6,476 13,692 1,359 4,695
Net interest income
(expense)............. 1,062 (2,133) (785) 835 144 134 (122)
Minority interest...... (1,408) (1,014) (3,615) (1,758) (1,589) (563) (778)
Other income
(expense)............. 3,681 176 5,567 113 (381) 407 809
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes................. 13,915 13,875 21,114 5,666 11,866 1,337 4,604
Provision for income
taxes................. 4,289 2,764 8,405 (4,146) (75) 751 1,174
-------- -------- -------- -------- -------- --------
Net income (2)(3)...... 11,636 $ 11,111 $ 12,709 $ 9,812 $ 11,941 $ 586 $ 3,430
======== ======== ======== ======== ======== ========
Net income per share... N/A(1) $ .85 $ .92 $ .70 $ .84 $ .04 $ .14 (4)
CASH FLOW DATA:
Cash provided by (used
in):
Operating activities... $ 18,502 $ 40,896 $ 66,460 $ (3,771) $ (8,396) $ (3,106) $ 9,249
Investing activities... (20,118) (83,875) (14,621) (13,169) (18,558) (7,865) (13,061)
Financing activities... 7,734 41,758 (8,175) (1,271) (2,321) (3,311) 251
OTHER DATA:
EBITDA (5)............. $ 29,135 $ 31,037 $ 38,571 $ 19,429 $ 26,915 $ 8,568 $ 11,356
Capital expenditures... $ 20,150 $ 15,047 $ 16,534 $ 7,171 $ 18,946 $ 8,048 $ 13,277
Backlog (6)............ $146,734 $160,565 $ 76,066 $ 97,493 $139,359 $163,030 $ 85,657
Employees.............. 2,080 3,090 1,870 2,030 3,110 3,080 4,050
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1996
DECEMBER 31, ------------------------
1995 ACTUAL AS ADJUSTED (7)
------------ -------- ---------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............... $ 19,859 $ 16,298 $ 16,298
Working capital......................... 38,767 35,812 35,812
Total assets............................ 149,954 148,189 148,189
Total debt.............................. 3,119 6,212 6,212
Redemption value of common stock held by
plan participants...................... 7,918 10,179 7,952
Redeemable Preferred Stock.............. 36,200 36,200 --
Stockholders' equity.................... 39,273 39,027 77,454
</TABLE>

(footnotes on following page)

6
<PAGE>

- -------
(1) Effective for accounting purposes as of January 1, 1992, the Company's then
parent company was sold to a group of investors which included Company
management, the Yorktown and Concord Investors and Heerema. As a result of
the acquisition of the Predecessor Company by the Company, the consolidated
financial statements of the Company reflect the application of purchase
accounting and, accordingly, are presented on a different basis than those
of the Predecessor Company and, therefore, are not comparable. See
"Business--Willbros Background."

(2) Upon completion of the Offering, the Company will recognize a non-cash
expense in the three-month period ending September 30, 1996, for the
difference between the maximum redemption value of Common Stock held by
plan participants and the initial public offering price, which based on an
assumed initial public offering price of $12.00 per share, would result in
an additional non-cash expense of $8,300. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--General" and
Note 11 to the Consolidated Financial Statements included elsewhere in this
Prospectus.

(3) Net income in 1991 includes a $1,457 gain on discontinuation of Willbros'
U.S. contract drilling business and a $553 extraordinary item for the tax
benefit of a net operating loss carryforward.

(4) After deducting $1,448 of dividends on the Company's Preferred Stock.

(5) EBITDA represents earnings before interest, income taxes, depreciation and
amortization. EBITDA is not intended to represent cash flows for the
period, nor has it been presented as an alternative to operating income as
an indicator of operating performance. It should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles. See the Company's
Consolidated Statements of Cash Flows in the Company's Consolidated
Financial Statements included elsewhere in this Prospectus. EBITDA is
included in this Prospectus because it is a basis upon which the Company
assesses its financial performance.

(6) The Company follows a practice of reflecting anticipated revenues from
uncompleted portions of existing contracts as backlog. Historically, a
substantial amount of the Company's revenues in a given year have not been
reflected in its backlog at the beginning of that year. On average, over
the past four years, actual annual revenues have exceeded 150% of backlog
recorded at the end of each preceding year. No assurance can be given that
future experience will be similar to historical results in this respect.
See "Business--Backlog."

(7) Gives effect to (a) the reduction after the Offering of the maximum
redemption value of Common Stock held by plan participants and (b) the
conversion of the Company's Preferred Stock into Common Stock which
occurred on July 15, 1996. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- General" and Note 11 to
the Consolidated Financial Statements included elsewhere in this
Prospectus. Unless the Underwriters' over-allotment option granted by the
Company is exercised, the Company will not receive any proceeds from the
Offering. Accordingly, no other adjustments to the balance sheet to reflect
the Offering are shown. See "Use of Proceeds."

7
<PAGE>

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully
consider the following factors, as well as the other information contained
elsewhere in this Prospectus.

DEPENDENCE ON OIL AND GAS INDUSTRY

The demand for the Company's services depends largely on the conditions
prevailing in the international oil and gas industry, and specifically the
level of capital expenditures of major oil and gas companies. Numerous factors
influence capital expenditure decisions, including current and projected oil
and gas prices; exploration, extraction, production and transportation costs;
the discovery rate of new oil and gas reserves; the sale and expiration dates
of leases and concessions; local and international political and economic
conditions; technological advances; and the abilities of oil and gas companies
to generate capital. These factors are beyond the control of the Company.
Therefore, no assurance can be given that the Company's business and results
of operations will not be adversely affected because of reduced activity in
the oil and gas industry. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business--General."

FLUCTUATING REVENUES AND CASH FLOW

While the Company relies on its specialty services as a relatively steady
revenue base from year to year, the Company is dependent upon major
construction projects to enhance revenues and cash flow. The availability of
such projects is dependent upon the condition of the oil and gas industry. The
failure to obtain major projects, the delay in awards of major projects, the
cancellation of major projects or delays in completion of contracts could
result in the under-utilization of the Company's resources which would have an
adverse impact on revenues and cash flow. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

While the Company's revenues, operating income and EBITDA for the six months
ended June 30, 1996, are higher than those for the comparable period in the
prior year, no assurance can be given that the Company's revenues, operating
income and EBITDA for the full year 1996 will not be lower than revenues,
operating income and EBITDA for the full year 1995. In particular, upon
completion of the Offering, the Company will recognize a non-cash expense in
the three-month period ending September 30, 1996, for the difference between
the maximum redemption value of Common Stock held by plan participants and the
initial public offering price, which based on an assumed intial public
offering price of $12.00 per share, would result in an additional non-cash
expense of $8.3 million. Backlog as of June 30, 1996, was $85.7 million, as
compared to $163.0 million as of June 30, 1995, a decrease of $77.3 million.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Business--Backlog."

CONCENTRATION OF RISK BY COUNTRY

Due to the limited number of major projects worldwide, the Company may, at
any one time, have a substantial portion of its resources dedicated to one
country. The Company's results of operations are, therefore, susceptible to
adverse events beyond its control which may occur in a particular country in
which the Company's business may be concentrated. For the year ended December
31, 1995, 43% of revenues were generated in Nigeria (47% in 1994 and 41% in
1993); 24% of revenues were generated in the United States (33% in 1994 and
28% in 1993); 13% of revenues were generated in Pakistan (0% in 1994 and
1993); 9% of revenues were generated in Oman (16% in 1994 and 20% in 1993);
and 9% of revenues were generated in Venezuela (3% in 1994 and 0% in 1993).
Operating profit attributable to projects in Africa, substantially all of
which was in Nigeria, accounted for 62%, 109% and 91% of total operating
profit in the years 1993, 1994 and 1995, respectively. At December 31, 1995,
39% of the Company's property, plant and equipment was located in Nigeria, 19%
in Venezuela and 15% in Oman.

8
<PAGE>

The Company's operations and assets are subject to various risks inherent in
conducting business in these countries. See "--Political and Economic Risks,"
"Business--Geographic Regions" and Note 13 to the Consolidated Financial
Statements included elsewhere in this Prospectus.

DEPENDENCE ON KEY CLIENTS

The Company operates primarily in the oil and gas industry, providing
services to a limited number of clients. Much of the Company's success depends
on developing and maintaining relationships with certain major clients and
obtaining a share of contracts from such clients. Ten clients were responsible
for 78% of the Company's total revenues in 1995 (69% in 1994 and 86% in 1993).
Operating units of Royal Dutch Shell accounted for 32% of the Company's total
revenues in 1995 (29% in 1994 and 26% in 1993). From time to time,
international oil companies operating in Nigeria have had disputes arising from
the Nigerian government's tardiness in meeting its payment obligations.
Recently, in connection with one such dispute, Royal Dutch Shell publicly
announced that, if Nigeria did not make the payments which are presently
outstanding, it would reduce its planned investment in Nigeria by $450 million
in the second half of 1996 and cut production by 3.2% or 30,000 barrels per
day. Any such reduction in the level of investment or production could reduce
the amount of contract work awarded in Nigeria which could materially adversely
affect the Company and its results of operations. The Company cannot predict
whether any such actions will be taken and, if taken, whether they would
directly impact current or future prospects of the Company in Nigeria. See
"Business."

BENEFITS OF THE OFFERING TO EXISTING STOCKHOLDERS

The Company's existing stockholders will significantly benefit from the
Offering. Certain of the existing stockholders are selling Common Stock in the
Offering and will realize significant gains. See "Principal and Selling
Stockholders." Such selling stockholders would not be able to offer and sell
the Common Stock owned by them to the public unless there were a public
offering. The Offering will create a public market for the Common Stock, thus
allowing existing stockholders to sell Common Stock in the public market from
time to time pursuant to Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act"), other exemptions from registration or pursuant to
subsequently filed registration statements. Existing stockholders, including
the Selling Stockholders, have obtained shares of Common Stock at prices
substantially less than the assumed initial public offering price. The average
price per share paid by existing stockholders is $2.99 as compared to an
assumed initial public offering price of $12.00 per share. The total
consideration paid by existing stockholders, including the Selling
Stockholders, for their shares of Common Stock is approximately $41.5 million,
which shares of Common Stock will have a market value of approximately $166.3
million based upon an assumed initial public offering price of $12.00 per
share. Thus, existing stockholders will have the benefit of an unrealized gain
in the value of their Common Stock of approximately $124.8 million assuming an
initial public offering price of $12.00 per share. See "Dilution."

CERTAIN AFFILIATIONS OF THE SELLING STOCKHOLDERS WITH THE COMPANY AND ONE OF
THE MANAGING UNDERWRITERS

Mr. Bump, an executive officer and a director of the Company, is a director
of Heerema, one of the Selling Stockholders, and the parent company of Heerema.
Mr. Waldvogel, a director of the Company, is a director and an executive
officer of Heerema. Prior to the Offering, Heerema owned 4,964,520 shares of
Common Stock (or approximately 35.8% of the outstanding shares of Common
Stock), all of which shares are being offered in the Offering. The net proceeds
to Heerema from the sale of its shares of Common Stock in the Offering are
estimated to be approximately $55.4 million assuming an initial public offering
price of $12.00 per share. See "Principal and Selling Stockholders."

Mr. Lawrence, a Managing Director of Dillon Read which is one of the managing
underwriters of the Offering, and Mr. Leidel, a Senior Vice President of Dillon
Read, are directors of the Company. Prior to the Offering, certain private
investment partnerships managed by Dillon Read and persons related to

9
<PAGE>

Dillon Read (the Yorktown and Concord Investors) owned 4,223,040 shares of
Common Stock in the aggregate (or approximately 30.5% of the outstanding shares
of Common Stock), of which 1,035,480 shares are being offered in the Offering.
The net proceeds to the Yorktown and Concord Investors from the sale of such
1,035,480 shares of Common Stock in the Offering are estimated to be
approximately $11.6 million assuming an initial public offering price of $12.00
per share. After the Offering, the Yorktown and Concord Investors will own
3,187,560 shares (or approximately 23.0% of the outstanding shares of Common
Stock). See "Principal and Selling Stockholders" and "Underwriting."

Under the Conduct Rules of the National Association of Securities Dealers,
Inc. (the "NASD"), when more than 10% of the net proceeds of a public offering
of equity securities, not including underwriting compensation, are to be paid
to a member of the NASD participating in such public offering of equity
securities or an affiliate of such member, the price at which the equity
securities are distributed to the public must be no higher than that
recommended by a "qualified independent underwriter" meeting certain standards.
Dillon Read is a member of the NASD and under NASD regulations the Yorktown and
Concord Investors are deemed to be its affiliates. Certain of the Yorktown and
Concord Investors are Selling Stockholders in the Offering and as a result will
receive, in the aggregate, more than 10% of the net proceeds from the Offering.
As a result, the Offering is being made in compliance with paragraph (8) of
Rule 2710(c) of the Conduct Rules of the NASD which relates to offerings where
proceeds are directed to a member of the NASD. Merrill Lynch & Co. will act as
the qualified independent underwriter in connection with the Offering and
assume the customary responsibilities of acting as a qualified independent
underwriter in pricing and conducting due diligence for the Offering. See
"Underwriting."

DEPENDENCE ON KEY MANAGERS

The Company's success depends heavily on the continued services of its senior
management, who possess bidding, procurement, transportation, logistics,
planning, project management, risk management and financial skills. The loss or
interruption of services provided by one or more of its senior officers could
adversely affect the Company's results of operations. Furthermore, there can be
no assurance that the Company will continue to attract and retain sufficient
qualified personnel. See "Management."

RISKS ASSOCIATED WITH FIXED PRICE CONTRACTS

A substantial portion of the Company's projects are currently performed on a
fixed-price basis, although some projects are performed on a cost-plus or day-
rate basis or some combination of the foregoing. The Company attempts to cover
increased costs of anticipated changes in labor, material and service costs of
long-term contracts either through an estimation of such changes, which is
reflected in the original price, or through price adjustment clauses. Despite
these attempts, however, the revenue, cost and gross profit realized on a
fixed-price contract will often vary from the estimated amounts because of
unforseen conditions or changes in job conditions and variations in labor and
equipment productivity over the term of the contract. These variations and the
risks generally inherent in construction may result in gross profits realized
by the Company being different from those originally estimated and may result
in the Company experiencing reduced profitability or losses on projects.
Depending on the size of a project, these variations from estimated contract
performance could have a significant effect on the Company's operating results
for any quarter or year. In general, turnkey contracts to be performed on a
fixed-price basis involve an increased risk of significant variations, as a
result of the long-term nature of such contracts (and the inherent difficulties
in estimating costs) and the interrelationship of the integrated services to be
provided under such contracts (where unanticipated costs or delays in
performing part of the contract could have compounding effects by increasing
costs of performing other parts of the contract). See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business--
Contract Provisions and Subcontracting."

10
<PAGE>

RISKS ASSOCIATED WITH PERCENTAGE-OF-COMPLETION ACCOUNTING

The Company's contract revenues are recognized using the percentage-of-
completion method. Under this method, estimated contract revenues are accrued
based generally on the percentage that costs to date bear to total estimated
costs, taking into consideration physical completion. Estimated contract losses
are recognized in full when determined. Accordingly, contract revenues and
total cost estimates are reviewed and revised periodically as the work
progresses and as change orders are approved, and adjustments based upon the
percentage of completion are reflected in contract revenues in the period when
such estimates are revised. To the extent that these adjustments result in an
increase, a reduction or an elimination of previously reported contract
revenues, the Company would recognize a credit or a charge against current
earnings, which could be material. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--General."

OPERATIONAL RISKS

Pipeline construction, dredging, pipeline rehabilitation services, marine
support services and operation of vessels and heavy equipment involve a high
degree of operational risk. Natural disasters, adverse weather conditions,
collisions, and operator or navigational error can cause personal injury or
loss of life, severe damage to and destruction of property and equipment and
suspension of operations. The occurrence of any such event could result in
revenue and casualty loss, increased costs and significant liability to third
parties. Litigation arising from such an occurrence may result in the Company
being named as a defendant in lawsuits asserting large claims.

The Company maintains risk management and safety programs to mitigate the
effects of loss or damage. These programs have resulted in favorable loss
ratios and cost savings. While the Company maintains such insurance protection
as it deems prudent, there can be no assurance that any such insurance will be
sufficient or effective under all circumstances or against all hazards to which
the Company may be subject. An enforceable claim for which the Company is not
fully insured could have a material adverse effect on the Company. Moreover, no
assurance can be given that the Company will be able to maintain adequate
insurance in the future at rates that it considers reasonable. See "Business--
Insurance and Bonding."

GOVERNMENT REGULATIONS

Many aspects of the Company's operations are subject to government
regulations in the countries in which the Company operates, including those
relating to currency conversion and repatriation, taxation of its earnings and
earnings of its personnel, and its use of local employees and suppliers. In
addition, the Company depends on the demand for its services from the oil and
gas industry and, therefore, is affected by changing taxes, price controls and
laws and regulations relating to the oil and gas industry generally. The
adoption of laws and regulations by countries in which the Company operates,
curtailing exploration and development drilling for oil and gas for economic
and other policy reasons, could adversely affect the Company's operations by
limiting demand for its services. The Company's operations are also subject to
the risk of changes in foreign and domestic laws and policies which may impose
restrictions on the Company, including trade restrictions, which could have a
material adverse effect on the Company's operations. Other types of government
regulation which could, if enacted or implemented, adversely affect the
Company's operations include expropriation or nationalization decrees,
confiscatory tax systems, primary or secondary boycotts directed at specific
countries or companies, embargoes, extensive import restrictions or other trade
barriers, mandatory sourcing rules and unrealistically high labor rate and fuel
price regulation. The Company cannot determine to what extent future operations
and earnings of the Company may be affected by new legislation, new regulations
or changes in, or new interpretations of, existing regulations. See "Business--
Government Regulations--General."

11
<PAGE>

ENVIRONMENTAL MATTERS

The Company's operations are subject to numerous environmental protection
laws and regulations which are complex and stringent. The Company regularly
works in and around sensitive environmental areas such as rivers, lakes and
wetlands. Significant fines and penalties may be imposed for non-compliance
with environmental laws and regulations, and certain environmental laws provide
for joint and several strict liability for remediation of releases of hazardous
substances, rendering a person liable for environmental damage, without regard
to negligence or fault on the part of such person. In addition to potential
liabilities that may be incurred in satisfying these requirements, the Company
may be subject to claims alleging personal injury or property damage as a
result of alleged exposure to hazardous substances. Such laws and regulations
may expose the Company to liability arising out of the conduct of operations or
conditions caused by others, or for the acts of the Company which were in
compliance with all applicable laws at the time such acts were performed. The
Company is not aware of any non-compliance with any environmental law that
could have a material adverse effect on the Company's business or operations.
See "Business--Government Regulations--Environmental."

COMPETITION

The Company operates in a highly competitive environment. The Company
competes against government-owned or supported companies and other companies
that have financial and other resources substantially in excess of those
available to the Company. In certain markets, there is competition from
national and regional firms against which the Company may not be price
competitive. See "Business--Competition."

POLITICAL AND ECONOMIC RISKS

The Company has substantial operations and assets in developing countries in
Africa, Asia, the Middle East and South America, and is seeking to increase its
level of activity in the C.I.S. and Indonesia. Accordingly, the Company is
subject to risks which ordinarily would not be expected to exist in the United
States, Canada, Japan or western Europe, including foreign currency
restrictions (such as those which existed in Venezuela until earlier this
year), extreme exchange rate fluctuations (such as in Russia, Venezuela and
Nigeria), expropriation of assets, civil uprisings and riots, 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. The Company's operations in developing countries may be
adversely affected in that certain government agencies in such countries may
interpret laws, regulations or court decisions in a manner which might be
considered inconsistent or inequitable in the United States, Canada, Japan or
western Europe. The Company may be subject to unanticipated income taxes,
excise duties, import taxes, export taxes or other governmental assessments
which could have a material adverse effect on the Company's results of
operations for any quarter or year. See "--Concentration of Risk by Country"
and "Business--Geographic Regions."

The Company has attempted to mitigate the risks of doing business in
developing countries by separately incorporating its operations in many such
countries; having local partners in certain countries; contracting primarily
with major international oil companies; entering into contracts providing for
payment in U.S. dollars instead of the local currency where possible;
maintaining reserves for credit losses; maintaining insurance on equipment
against certain political risks and terrorism; and limiting its capital
investment in each country. The Company retains local advisors to assist it in
interpreting the laws, practices and customs of the countries in which the
Company operates. Given the unpredictable nature of the risks described in the
preceding paragraph, there can be no assurance that such risks will not result
in a loss of business which could have a material adverse effect on the
Company's results of operations for any quarter or year. See "Business."

TAX MATTERS

WGI is incorporated in Panama and is not a "controlled foreign corporation"
for purposes of U.S. tax law. WGI's Restated Articles of Incorporation contain
certain restrictions, subject to the determination

12
<PAGE>

by WGI's Board of Directors in good faith and in its sole discretion, on the
transfer of any shares of Common Stock, to prevent WGI from becoming a
"controlled foreign corporation" under U.S. tax law. See "Description of
Capital Stock--Common Stock" and "--Possible Anti-takeover Provisions."
Moreover, WGI and its non-U.S. subsidiaries carry out their activities in a
manner which the Company believes, based upon the advice of its counsel, does
not constitute the conduct of a trade or business in the United States.
Accordingly, although the Company reports taxable income and pays taxes in the
countries where it operates, the Company believes, based upon such advice, that
income earned by WGI and its non-U.S. subsidiaries from operations outside the
United States is not reportable in the United States for tax purposes and is
not subject to U.S. income tax. If income earned, currently or historically, by
WGI or its non-U.S. subsidiaries from operations outside the United States
constituted income effectively connected to a United States trade or business
and as a result became taxable in the United States, the Company could be
subject to U.S. taxes on a basis significantly more adverse than generally
would apply to such business operations. In such event, the consolidated
operating results of the Company could be materially and adversely affected.

NO PRIOR MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Company's
Common Stock. There can be no assurance that a regular trading market will
develop or be sustained after the Offering. The initial public offering price
will be determined by negotiations between the Company and the Managing
Underwriters. The market price of the Common Stock could be subject to
significant fluctuations in response to variations in operating results,
conditions in the oil and gas industry and other factors. In addition, the
stock market has in recent years experienced significant price and volume
fluctuations. These fluctuations often have been unrelated to the operating
performance of the specific companies whose stocks are traded. Broad market
fluctuations, as well as general economic conditions such as a recessionary
period or high interest rates, may adversely affect the market price of the
Company's Common Stock. See "Underwriting."

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of Common Stock in the public market following the Offering
could adversely affect the market price of the Common Stock. Upon completion of
the Offering, the Company will have 13,860,000 shares of Common Stock
outstanding. Of these shares, the 6,000,000 shares sold in the Offering (plus
any additional shares sold upon exercise of the Underwriters' over-allotment
option) will, in general, be freely tradeable without restriction under the
Securities Act. Stockholders of the Company holding in the aggregate the
remainder of these shares (7,860,000 shares of Common Stock) have agreed,
subject to certain limited exceptions, not to sell or otherwise dispose of any
of the shares held by them as of the date of this Prospectus for a period of
180 days after the date of this Prospectus without the prior written consent of
Dillon Read. At the end of such 180 day period, all of these 7,860,000 shares
of Common Stock will be eligible for immediate resale, subject, in some cases,
to compliance with Rule 144 and/or Rule 701 under the Securities Act. The
holders of approximately 6,054,240 shares of Common Stock have the right, under
certain circumstances, to require the Company to register their shares under
the Securities Act for resale to the public. If such holders, by exercising
their demand registration rights, cause a large number of shares to be
registered and sold in the public market, such sales could have an adverse
effect on the market price for the Common Stock. If the Company were required
to include in a Company-initiated registration shares held by such holders
pursuant to the exercise of their piggyback registration rights, such sales may
have an adverse effect on the Company's ability to raise additional capital. In
addition, soon after the date of this Prospectus, the Company expects to file a
registration statement on Form S-8 registering a total of approximately
1,250,000 shares of Common Stock reserved for issuance under the Company's 1996
Stock Plan and Director Plan. See "Shares Eligible for Future Sale,"
"Underwriting," "Description of Capital Stock--Registration Rights" and
"Management--Compensation of Directors" and "--1996 Stock Plan."

13
<PAGE>

USE OF PROCEEDS

The net proceeds to the Selling Stockholders from the sale of shares of
Common Stock in the Offering are estimated to be approximately $67.0 million
assuming an initial public offering price of $12.00 per share. The Company
will not receive any of the proceeds from the sale of shares of Common Stock
by the Selling Stockholders in the Offering. The Company will pay
substantially all of the fees and expenses (other than underwriting discounts
and commissions) of the Selling Stockholders incurred in connection with the
Offering.

If the Underwriters' over-allotment option granted by the Company is
exercised in full or in part, there will be proceeds to the Company. If
exercised in full, the net proceeds to the Company are estimated to be
approximately $9.2 million assuming an initial public offering price of $12.00
per share.

The net proceeds to the Company, if any, will be used as working capital, to
support expansion of operations in new work countries and to fund possible
acquisitions of assets and businesses which would complement the Company's
capabilities. Although the Company from time to time evaluates acquisition
opportunities, the Company has no present commitments or agreements with
respect to any material acquisition.

DIVIDEND POLICY

In order to fund the development and growth of the Company's business
following the Offering, the Company intends to retain its earnings rather than
pay dividends in the foreseeable future. From 1987 through 1991, Willbros paid
$96.2 million in dividends out of excess cash to Heerema, its sole stockholder
at that time. Since 1991, the Company has not paid any dividends, except
dividends in 1996 on its outstanding shares of Preferred Stock. The Preferred
Stock will be converted into shares of Common Stock prior to the effectiveness
of the Registration Statement of which this Prospectus is a part. The
Company's present credit agreement prohibits the payment of dividends on
Common Stock.

14
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1996, and as adjusted to give effect to (a) the conversion of all
outstanding shares of the Company's Preferred Stock into shares of Common
Stock prior to the effectiveness of the Registration Statement of which this
Prospectus is a part, and (b) the reduction after the Offering of the maximum
redemption value of Common Stock held by plan participants.
<TABLE>
<CAPTION>
JUNE 30, 1996
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt....................................... $ 934 $ 934
Redemption value of Common Stock held by plan
participants........................................ $ 10,179 $ 7,952
Redeemable Preferred Stock (1)(2).................... $ 36,200 $ -
Stockholders' equity:
Class A Preferred Stock (1)........................ $ - $ -
Common Stock (1)(2)(3)............................. 150 693
Capital in excess of par value (3)................. 12,158 47,815
Cumulative foreign currency translation
adjustment........................................ (784) (784)
Retained earnings.................................. 40,866 40,866
Notes receivable for stock purchases............... (3,184) (3,184)
Redemption value of Common Stock held by plan
participants...................................... (10,179) (7,952)
-------- -------
Total stockholders' equity....................... 39,027 77,454
-------- -------
Total capitalization............................. $ 86,340 $86,340
======== =======
</TABLE>
- --------
(1) On May 27, 1996, the Company's Articles of Incorporation were amended and
restated to (a) authorize 1,000,000 shares of Class A Preferred Stock, par
value $.01 per share, (b) increase the number of authorized shares of
Common Stock to 35,000,000, (c) reduce the par value per share of the
Common Stock from $1.00 to $.05, and (d) allow a 30-for-1 Common Stock
split. There are 362,000 shares of Preferred Stock, $100.00 par value per
share, authorized. See "Description of Capital Stock."
(2) As of the date of this Prospectus, there are 13,860,000 shares of Common
Stock outstanding, after giving effect to the conversion of all
outstanding shares of Preferred Stock into shares of Common Stock. The
number of shares of Common Stock outstanding excludes (a) 900,000 shares
of Common Stock that may be sold by the Company upon exercise of the
Underwriters' over-allotment option, (b) 1,125,000 shares of Common Stock
reserved for issuance under the Company's 1996 Stock Plan, and (c) 125,000
shares of Common Stock reserved for issuance under the Company's Director
Stock Plan. See "Management --1996 Stock Plan" and "--Compensation of
Directors."
(3) If the Underwriters' over-allotment option is exercised in full, the
receipt of the estimated net proceeds from the sale by the Company of
900,000 shares of Common Stock in the Offering at an assumed initial
public offering price of $12.00 per share will be equal to $9,244,000 of
which $45,000 (equal to the par value of the shares issued) will be
recorded in Common Stock and $9,199,000 will be recorded in capital in
excess of par value.

DILUTION

The net tangible book value of the Company at June 30, 1996, was $75.2
million after giving effect to the conversion of all outstanding shares of the
Company's Preferred Stock into shares of Common Stock or approximately $5.43
per share. Net tangible book value per share represents the amount of total
tangible assets less total liabilities of the Company, divided by the number
of shares of Common Stock outstanding, after giving effect to the conversion
of all outstanding shares of the Company's Preferred Stock into shares of
Common Stock. Assuming an initial public offering price per share in the
Offering of $12.00 per share, this represents an immediate dilution (i.e., the
difference between the initial public offering price per share and the net
tangible book value per share at June 30, 1996) of $6.57 per share to
purchasers of the shares of Common Stock offered hereby. The following table
illustrates this per share dilution:

<TABLE>
<S> <C>
Assumed initial public offering price per share...................... $12.00
Net tangible book value per share at June 30, 1996................... 5.43
------
Dilution per share to new investors in the Offering (1).............. $ 6.57
======
</TABLE>
- --------

(1) If the Underwriters' over-allotment option is exercised in full, dilution
per share to new investors would be $6.28.

15
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

The selected consolidated statement of income, cash flow and balance sheet
data set forth below for and at the end of each of the years in the five-year
period ended December 31, 1995, are derived from the audited Consolidated
Financial Statements of Willbros examined by KPMG Peat Marwick, independent
public accountants, of which the Consolidated Balance Sheets as of December 31,
1994 and 1995, and the Consolidated Statements of Income, Stockholders' Equity
and Cash Flows for the years ended December 31, 1993, 1994 and 1995, are
included elsewhere in this Prospectus. The data for 1992 and subsequent periods
reflects purchase accounting; therefore, it is presented on a different cost
basis than that of the Predecessor Company. The selected consolidated statement
of income, cash flow and balance sheet data set forth below for and at the end
of each of the six months ended June 30, 1995 and 1996, are derived from the
unaudited Consolidated Financial Statements of the Company included elsewhere
in this Prospectus. In the opinion of management, these interim period
financial statements have been prepared on the same basis as the audited
Consolidated Financial Statements and include all adjustments, none of which
were other than normal recurring accruals, necessary for the fair presentation
of financial position and results of operations. The results for the six months
ended June 30, 1996, are not necessarily indicative of the results to be
achieved for the full year. The selected consolidated statement of income, cash
flow and balance sheet data should be read in conjunction with the Consolidated
Financial Statements and the related Notes thereto included elsewhere in this
Prospectus and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY (1) COMPANY
------------ ----------------------------------------------------------
SIX MONTHS
YEAR ENDED YEAR ENDED DECEMBER 31, ENDED JUNE 30,
DECEMBER 31, -------------------------------------- ------------------
1991 1992 1993 1994 1995 1995 1996
------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Contract revenues...... $168,875 $180,947 $210,011 $145,716 $220,506 $ 75,122 $102,456
Operating expenses:
Contract cost.......... 124,925 127,942 147,991 98,700 161,584 54,222 76,431
Depreciation and
amortization.......... 14,272 15,029 16,672 14,598 15,193 7,365 6,630
General and
administrative ....... 19,098 19,300 24,145 24,261 27,937 12,582 13,273
Increase (decrease) in
redemption value of
common stock (2)...... -- 1,830 1,256 1,681 2,100 (406) 1,427
-------- -------- -------- -------- -------- -------- --------
Operating income....... 10,580 16,846 19,947 6,476 13,692 1,359 4,695
Net interest income
(expense)............. 1,062 (2,133) (785) 835 144 134 (122)
Minority interest...... (1,408) (1,014) (3,615) (1,758) (1,589) (563) (778)
Other income
(expense)............. 3,681 176 5,567 113 (381) 407 809
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes................. 13,915 13,875 21,114 5,666 11,866 1,337 4,604
Provision for income
taxes................. 4,289 2,764 8,405 (4,146) (75) 751 1,174
-------- -------- -------- -------- -------- --------
Net income (2)(3)...... 11,636 $ 11,111 $ 12,709 $ 9,812 $ 11,941 $ 586 $ 3,430
======== ======== ======== ======== ======== ========
Net income per share... N/A(1) $ .85 $ .92 $ .70 $ .84 $ .04 $ .14(4)
CASH FLOW DATA:
Cash provided by (used
in):
Operating activities... $ 18,502 $ 40,896 $ 66,460 $ (3,771) $ (8,396) $ (3,106) $ 9,249
Investing activities... (20,118) (83,875) (14,621) (13,169) (18,558) (7,865) (13,061)
Financing activities... 7,734 41,758 (8,175) (1,271) (2,321) (3,311) 251
OTHER DATA:
EBITDA (5)............. $ 29,135 $ 31,037 $ 38,571 $ 19,429 $ 26,915 $ 8,568 $ 11,356
Capital expenditures... $ 20,150 $ 15,047 $ 16,534 $ 7,171 $ 18,946 $ 8,048 $ 13,277
Backlog (6)............ $146,734 $160,565 $ 76,066 $ 97,493 $139,359 $163,030 $ 85,657
Employees.............. 2,080 3,090 1,870 2,030 3,110 3,080 4,050
BALANCE SHEET DATA (AT
PERIOD END):
Cash and cash
equivalents........... $ 25,855 $ 24,080 $ 67,346 $ 49,142 $ 19,859 $ 34,860 $ 16,298
Working capital........ 33,458 14,481 20,663 28,390 38,767 27,951 35,812
Total assets........... 116,926 118,831 152,059 131,188 149,954 124,438 148,189
Total debt............. 10,000 16,000 6,639 5,828 3,119 2,059 6,212
Redemption value of
common stock held by
plan participants..... -- 2,038 3,279 5,430 7,918 5,942 10,179
Redeemable Preferred
Stock................. -- 35,000 36,200 36,200 36,200 36,200 36,200
Stockholders' equity... 59,820 7,983 20,295 27,340 39,273 27,466 39,027
</TABLE>

(footnotes on following page)

16
<PAGE>

- --------
(1) Effective for accounting purposes as of January 1, 1992, the Company's
then parent company was sold to a group of investors which included
Company management, the Yorktown and Concord Investors and Heerema. As a
result of the acquisition of the Predecessor Company by the Company, the
consolidated financial statements of the Company reflect the application
of purchase accounting and, accordingly, are presented on a different
basis than those of the Predecessor Company and, therefore, are not
comparable. See "Business--Willbros Background."

(3) Net income in 1991 includes a $1,457 gain on discontinuation of Willbros'
U.S. contract drilling business and a $553 extraordinary item for the tax
benefit of a net operating loss carryforward.

(4) After deducting $1,448 of dividends on the Company's Preferred Stock.

(5) EBITDA represents earnings before interest, income taxes, depreciation and
amortization. EBITDA is not intended to represent cash flows for the
period, nor has it been presented as an alternative to operating income as
an indicator of operating performance. It should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles. See the
Company's Consolidated Statements of Cash Flows in the Company's
Consolidated Financial Statements included elsewhere in this Prospectus.
EBITDA is included in this Prospectus because it is a basis upon which the
Company assesses its financial performance.

17
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to provide an analysis of the Company's
results of operations, capital structure and resources and should be read in
conjunction with the Company's Consolidated Financial Statements included
elsewhere in this Prospectus and "Selected Consolidated Financial and Other
Data."

GENERAL

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

A number of factors relating to the Company's business affect the Company's
recognition of contract revenues. Revenues from fixed price construction and
engineering contracts are recognized on the percentage-of-completion method.
Under this method, estimated contract revenues are accrued based generally on
the percentage that costs to date bear to total estimated costs, taking into
consideration physical completion. Generally, the Company does not recognize
income until a contract is approximately 10% complete. Costs which are
considered to be reimbursable are excluded before the percentage-of-completion
calculation is made. Accrued revenues pertaining to reimbursables are 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. Revenues from unit-price contracts are recognized as earned.
Revenues from change orders, extra work, variations in the scope of work and
claims are recognized when realization is assured.

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

Under the Company's stock ownership plans, the Company has an obligation to
purchase, under certain conditions and at a formula price, Common Stock held
by retiring or terminating employees. The Company records the increase or
decrease in the redemption value at the end of each period in the consolidated
statements of income using the maximum formula price. The amount of this
increase or decrease, although a non-cash expense is included in EBITDA. The
maximum redemption value is $10.2 million at June 30, 1996. Since the plans'
inception in 1992 and 1995, the Company has redeemed an aggregate of $1.0
million of shares of Common Stock. The Company's redemption obligation
terminates upon the effectiveness of an initial public offering except for
certain limited circumstances. Upon completion of the Offering the Company
will record a reduction of $2.2 million to the redemption value and a
corresponding increase to stockholders' equity. The Company intends to obtain
waivers of redemption rights from all stockholders holding such rights and to
the extent the Company obtains such waivers, additional reductions in the
redemption value and corresponding increases in stockholders' equity will be
recorded. The Company believes that substantially all stockholders holding
redemption rights will grant waivers and that the redemption value will be
substantially reduced; however, there is no assurance that any such waivers
will be obtained.

As previously discussed, the Company uses EBITDA as part of its overall
assessment of financial performance by comparing EBITDA between accounting
periods. Management believes that EBITDA is used by the financial community as
one way of measuring performance of companies in a peer group and in
evaluating the market value of companies.

18
<PAGE>

operating income and EBITDA for the full year 1995. In particular, upon
completion of the Offering, the Company will recognize a non-cash expense in
the three-month period ending September 30, 1996, for the difference between
the maximum redemption value of the Common Stock held by plan participants and
the initial public offering price, which based on an assumed initial public
offering price of $12.00 per share, would result in an additional non-cash
expense of $8.3 million.

Backlog as of June 30, 1996, was $85.7 million, as compared to $163.0
million as of June 30, 1995, a decrease of $77.3 million. See "Business--
Backlog."

RESULTS OF OPERATIONS

Six Months Ended June 30, 1996, Compared to Six Months Ended June 30, 1995

Contract Revenues. Contract revenues increased to $102.5 million for the six
months ended June 30, 1996, from $75.1 million for the comparable period in
1995. The $27.4 million (36%) increase is primarily attributable to (a) a
$14.9 million increase in contract revenues in Africa related to construction
of a 20 inch gas pipeline river crossing and related facilities and specialty
services associated with construction of swamp flow lines, flowline leak
repair, dredging and material procurement in Nigeria; (b) an $17.3 million
increase in contract revenues in Asia due to engineering, material procurement
and construction services related to a 16-18 inch, 225 mile (365 kilometer)
pipeline and four pump stations in Pakistan; offset by (c) a $3.0 million
decrease in contract revenues in North America due to reduced material
procurement and construction services in the United States.

Contract Cost. Contract cost increased to $76.4 million for the six months
ended June 30, 1996, from $54.2 million for the comparable period in 1995. The
$22.2 million (41%) increase is primarily attributable to (a) a $10.6 million
increase in contract cost in Africa associated with construction and specialty
services in Nigeria; (b) a $19.1 million increase in contract cost in Asia due
to engineering, material procurement and construction services in Pakistan;
offset by (c) a $3.8 million decrease in contract cost in North America due to
reduced material procurement and construction services in the United States.

Depreciation and Amortization. Depreciation and amortization expense
decreased to $6.6 million for the six months ended June 30, 1996, from $7.4
million for the comparable period in 1995, due primarily to certain assets
becoming fully depreciated.

General and Administrative. General and administrative expense increased to
$13.3 million for the six months ended June 30, 1996, from $12.6 million for
the comparable period in 1995, due primarily to increased costs associated
with the increased level of activity in Africa.

Operating Income. Operating income increased to $4.7 million for the six
months ended June 30, 1996, from $1.4 million for the comparable period in
1995. The $3.3 million (236%) increase was primarily attributable to (a) a
$4.1 million increase in Africa related to increased construction and
specialty services, offset by (b) a $.7 million decrease in the Middle East
due to reduced specialty services.

Net Interest Income (Expense). Net interest income decreased to an expense
of $.1 million for the six months ended June 30, 1996, from income of $.1
million for the comparable period in 1995, due primarily to a decrease in
interest income on short-term investments.

Minority Interest Expense. Minority interest expense increased to $.8
million for the six months ended June 30, 1996, from $.6 million for the
comparable period in 1995, due to increased revenues in certain work
countries.

Other Income (Expense). Other income increased to $.8 million for the six
months ended June 30, 1996, from $.4 million for the comparable period in
1995, due primarily to an increase in foreign exchange gains.

Provision (Credit) for Income Taxes. The provision for income taxes
increased to $1.2 million for the six months ended June 30, 1996, from $.8
million for the comparable period in 1995, due to increased taxable income in
1996, offset by a reduction in previous estimates of income taxes in certain
countries.

Year Ended December 31, 1995, Compared to Year Ended December 31, 1994

Contract Revenues. Contract revenues increased to $220.5 million for the
year ended December 31, 1995, from $145.7 million in 1994. The $74.8 million
(51%) increase is primarily attributable to (a) a $29.7

19
<PAGE>

million increase in contract revenues in Asia from the start of the
engineering, material procurement and construction services related to a 16-18
inch, 225 mile (365 kilometer) pipeline and four pump stations in Pakistan; (b)
a $27.1 million increase in contract revenues in Africa related to specialty
services associated with dredging, pipe coating and material procurement in
Nigeria; (c) a $14.8 million increase in contract revenues in South America
related to fabrication and installation of concrete piles and platforms and
other specialty services in Venezuela; (d) a $7.0 million increase in contract
revenues in North America associated with construction of a 20 inch, 130 mile
(205 kilometer) gas pipeline in the United States; partially offset by (e) a
$2.6 million decrease in contract revenues in Oman due to reduced speciality
services.

Contract Cost. Contract cost increased to $161.6 million for the year ended
December 31, 1995, from $98.7 million in 1994. The $62.9 million (64%) increase
is primarily attributable to (a) a $30.0 million increase in contract cost in
Asia due to engineering, material procurement and construction services in
Pakistan; (b) a $22.7 million increase in contract cost in Africa associated
with specialty services in Nigeria; and (c) a $6.3 million increase in contract
cost in South America related to increased construction and specialty services
in Venezuela.

Depreciation and Amortization. Depreciation and amortization expense
increased to $15.2 million for the year ended December 31, 1995, from $14.6
million in 1994, due primarily to equipment and spare parts additions in 1995
of $18.9 million (compared to $7.2 million in 1994).

General and Administrative. General and administrative expense increased to
$27.9 million for the year ended December 31, 1995, from $24.3 million in 1994,
due primarily to increased costs associated with new contracts in Africa and
South America and the opening of a new office in Asia.

Operating Income. Operating income increased to $13.7 million for the year
ended December 31, 1995, from $6.5 million in 1994. The $7.2 million (111%)
increase was primarily attributable to (a) a $6.0 million increase in South
America related to increased specialty services; (b) a $3.6 million increase in
Africa related to increased specialty services; (c) a $2.2 million increase in
North America related to increased construction contracts and engineering
margins; offset by (d) a $4.7 million decrease in the Middle East due to
reduced specialty services.

Net Interest Income (Expense). Net interest income decreased to $.1 million
for the year ended December 31, 1995, from $.8 million in 1994, due primarily
to reduced interest income on short-term investments.

Minority Interest Expense. Minority interest expense decreased to $1.6
million for the year ended December 31, 1995, from $1.8 million in 1994, due to
decreased activity in certain work countries.

Other Income (Expense). Other income decreased to an expense of $.4 million
for the year ended December 31, 1995, from income of $.1 million in 1994, due
primarily to a foreign exchange loss.

Provision (Credit) for Income Taxes. The credit for income taxes decreased to
a credit of $.1 million for the year ended December 31, 1995, from a credit of
$4.1 million in 1994, principally due to increased taxable income in 1995 and a
lesser reduction in 1995 than in 1994 in previous estimates of income taxes in
certain countries.

Year Ended December 31, 1994, Compared to Year Ended December 31, 1993

Contract Revenues. Contract revenues decreased to $145.7 million for the year
ended December 31, 1994, from $210.0 million in 1993. The $64.3 million (31%)
decrease was primarily attributable to (a) a $36.5 million decrease in contract
revenues in the Middle East due to the substantial completion in 1993 of a
flowline construction contract in Kuwait and an engineering, material
procurement and construction contract in Oman, offset by an increase in
pipeline maintenance contracts in Oman; (b) an $18.3 million decrease in
contract revenues in Africa due to substantial completion in 1993 of pipeline
construction contracts, offset by increased flowline, pipe coating and material
procurement, equipment rental and dredging work in Nigeria; (c) a $13.4 million
decrease in contract revenues in North America due to reduced construction
services, in the United States; partially offset by (d) a $4.7 million increase
in contract revenues in Venezuela resulting from the acquisition of CAMSA.

20
<PAGE>

Contract Cost. Contract cost decreased to $98.7 million for the year ended
December 31, 1994, from $148.0 million in 1993. The $49.3 million (33%)
decrease was primarily attributable to (a) a $28.8 million decrease in contract
cost in the Middle East associated with a reduction in construction services in
Kuwait and Oman; (b) a $17.7 million decrease in contract cost in Africa due to
reduced construction services in Nigeria; (c) a $9.0 million decrease in
contract cost in North America due to reduced construction services in the
United States; partially offset by (d) a $5.5 million increase in contract cost
in South America due to new business activities resulting from the acquisition
of CAMSA.

Depreciation and Amortization. Depreciation and amortization expense
decreased to $14.6 million for the year ended December 31, 1994, from $16.7
million in 1993, due primarily to full amortization of certain spare parts in
1993.

General and Administrative. General and administrative expense increased to
$24.3 million for the year ended December 31, 1994, from $24.1 million in 1993
due primarily to the acquisition of CAMSA, offset by decreased activity in
other areas. See "Certain Transactions."

Operating Income. Operating income decreased to $6.5 million for the year
ended December 31, 1994, from $19.9 million in 1993. The $13.4 million (67%)
decrease was primarily attributable to (a) a $6.7 million decrease in the
Middle East related to decreased construction services; (b) a $4.0 million
decrease in North America due to reduced construction services; (c) a $2.9
million decrease in South America due to new business activities resulting from
the acquisition of CAMSA; offset by (d) a $1.9 million increase in Africa due
to increased specialty services.

Net Interest Income (Expense). Net interest income increased to income of $.8
million for the year ended December 31, 1994, from expense of $.8 million in
1993 due to increased interest income on short-term investments and reduced
interest expense on short-term borrowing.

Minority Interest Expense. Minority interest expense decreased to $1.8
million for the year ended December 31, 1994, from $3.6 million in 1993 due to
decreased activity in certain work countries.

Other Income (Expense). Other income decreased to $.1 million for the year
ended December 31, 1994, from $5.6 million in 1993 due to a decrease in foreign
exchange gains.

Provision (Credit) for Income Taxes. The provision for income taxes decreased
to a credit of $4.1 million for the year ended December 31, 1994, from an
expense of $8.4 million in 1993 principally due to a reduction in previous
estimates of income taxes in certain countries.

EFFECT OF INFLATION AND CHANGING PRICES; FOREIGN EXCHANGE RISK MANAGEMENT

The Company's operations are affected by increases in prices, whether caused
by inflation, government mandates or other economic factors in the countries in
which it operates. The Company attempts to recover anticipated increases in the
cost of labor, fuel and materials through price escalation provisions in
certain of its major contracts or by considering the estimated effect of such
increases when bidding or pricing new work.

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 revenues with expenses in
the same currency. To the extent it is unable to match non-U.S. currency
revenues 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. As a result of the Company's foreign exchange risk management
measures, aggregate foreign exchange gains during the last five years have
exceeded aggregate foreign exchange losses during the same period. There can be
no assurance that this strategy will continue to be successful in the future.

CAPITAL STRUCTURE, LIQUIDITY AND CAPITAL RESOURCES

The Company's primary requirements for capital are to fund the acquisition,
upgrade and maintenance of its equipment, provide working capital for current
projects, finance the mobilization of

21
<PAGE>

employees and equipment to new projects and establish a presence in countries
where the Company perceives growth opportunities. During the period 1993
through 1995, the Company met its cash requirements primarily from operating
cash flow (excluding interest income and changes in operating assets and
liabilities) of $81.0 million (87% of total requirements), interest income from
investments of $5.1 million (6%) and use of cash reserves of $4.6 million (5%).
There was a net reduction in bank borrowings of $13.8 million during this
period.

Cash and cash equivalents decreased to $19.9 million for the year ended
December 31, 1995, from $49.1 million in 1994. The $29.2 million (59%) decrease
is primarily due to a $39.6 million increase in working capital (excluding cash
and cash equivalents) and $18.6 million in net capital expenditures for
property, equipment and spare parts, offset by $29.0 million of cash flow from
operations.

The Company has a $100 million line of credit under a credit agreement with
several financial institutions and Bank of America National Trust and Savings
Association, as agent. This credit agreement provides a revolving credit
facility and a standby and commercial letter of credit facility. The aggregate
of all loans, together with all commercial and financial letters of credit
issued under the agreement, may not exceed the Company's tangible net worth as
defined in the credit agreement ($90.5 million at June 30, 1996). Principal is
payable at termination (October 31, 1997) and interest is payable quarterly at
a reference rate plus 50 basis points or, at the Company's option, other
alternative interest rates. The annual commitment fee is 3/8% on the unused
portion of the line. The Company's obligations under its credit agreement are
secured by the stock of the principal subsidiaries of the Company. At June 30,
1996, there were no borrowings or financial letters of credit outstanding,
commercial letters of credit outstanding totaled $4.9 million, and standby
letters of credit outstanding totaled $24.8 million, leaving $70.3 million
available under this facility. The credit agreement requires the Company to
maintain certain financial ratios, restricts dividend payments on Common Stock
and limits, among other things, the Company's ability to purchase its own stock
and its ability to make acquisitions. The credit agreement limits the value of
acquisitions to an annual maximum of 20% of tangible net worth and requires
that such acquisitions be made with cash or stock. The Company intends to
renegotiate its credit agreement in the fourth quarter of 1996 in order that
these limitations not significantly restrict its ability to implement its
business strategy. No assurance can be given that this agreement can be so
renegotiated. The Company is currently in compliance with all of the terms of
its credit agreement.

The Company has credit facilities 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.
At June 30, 1996, there was an aggregate of $4.8 million outstanding and $2.0
million available under these facilities. The Company's credit agreement limits
the Company's ability to borrow from sources outside the agreement to 20% of
tangible net worth.

If the Underwriters' over-allotment option granted by the Company is
exercised in full or in part, resulting in proceeds to the Company, it is
anticipated that the net proceeds therefrom will be used for working capital,
to support expansion of operations and for possible acquisitions of assets and
businesses. The Company believes that cash flow from operations and borrowing
under existing credit facilities will be sufficient to finance working capital
and capital expenditures for ongoing operations at least through the end of
1996. The Company estimates capital expenditures for equipment and spare parts
of approximately $20 million during 1996.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Company does not believe the adoption, in 1996, of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" will have a significant
effect on its consolidated financial position or consolidated results of
operations.

The Company does not plan to adopt the fair value-based measurement
methodology for employee and director stock options contemplated by Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." Accordingly, this Standard is not expected to have a significant
effect on the Company's consolidated financial position or consolidated results
of operations.

22
<PAGE>

BUSINESS

GENERAL

The Company is one of the leading independent contractors serving the oil
and gas industry, providing construction services, engineering services and
specialty services to industry and government entities worldwide. The Company
places particular emphasis on projects in developing countries where the
Company believes its experience gives it a competitive advantage. The
Company's construction services include the building and replacement of major
pipelines and gathering systems, flow stations, pump stations, gas compressor
stations, gas processing facilities and oil and gas production facilities; and
the construction of piers, dock facilities and bridges. The Company's
engineering services include feasibility studies; conceptual and detailed
design; field services; material procurement; and overall project management.
The Company's specialty services include dredging; pipe coating; pipe double
jointing; removal and installation of flowlines; the fabrication and
installation of concrete piles and platforms; maintenance and repair of
pipelines, stations and facilities; pipeline rehabilitation; and transport of
oilfield equipment, rigs and vessels.

The Company obtains contracts for its work primarily by competitive bidding
or through negotiations with long-standing clients. In evaluating bid
opportunities, the Company considers such factors as the client, the
geographic location and the difficulty of the work, the Company's current and
projected workload, including the availability of personnel and Company owned
equipment, the likelihood of additional work, the project's cost and
profitability estimates and the Company's competitive advantage relative to
other likely bidders.

The Company traces its roots to the construction business of Williams
Brothers Company, founded in 1908. Through successors to that business,
Willbros has completed many landmark projects around the world, including the
"Big Inch" and "Little Big Inch" War Emergency Pipelines (1942-44), the Mid-
America Pipeline (1960), the TransNiger Pipeline (1962-64), the Trans-
Ecuadorian Pipeline (1970-72), the northernmost portion of the Trans-Alaskan
Pipeline System (1974-76), the All American Pipeline System (1984-86),
Colombia's Alto Magdalena Pipeline System (1989-90) and a portion of the
Pacific Gas Transmission System expansion (1992-93). Willbros has been
involved in nine of the ten largest gas pipeline projects undertaken in the
United States since 1988. See "--Willbros Milestones."

Over the years, Willbros has been employed by more than 400 clients to carry
out work in over 50 countries. Within the past 10 years, Willbros has worked
in Africa, Asia, the C.I.S., the Middle East, North America and South America.
Willbros' relatively steady base of ongoing construction, engineering and
specialty services operations in Nigeria, Oman, the United States and
Venezuela has been enhanced by major construction and engineering projects in
Abu Dhabi, Colombia, Ecuador, Egypt, Gabon, Kuwait, Morocco, Nigeria, Oman,
Pakistan and the United States.

Representative clients (or affiliates of clients) of the Company include the
Caspian Pipeline Consortium (see "--C.I.S."); Royal Dutch Shell; Chevron
Corp.; Kuwait Oil Company; U.S. Army; Pacific Gas & Electric; Petroleum
Development Oman; Enron Corp.; Petroleos de Venezuela S.A. ("PDVSA");
Occidental Petroleum; PanEnergy Corp; Great Lakes Gas Transmission Company;
E.N.I.; Nigerian National Petroleum Corporation ("NNPC"); and the Pak-Arab
Refinery, Ltd. Private clients such as Shell have historically accounted for
the majority of the Company's revenues. Government entities and agencies such
as the U.S. Army, Kuwait Oil Company and PDVSA have accounted for the
remainder.

23
<PAGE>

CURRENT MARKET CONDITIONS

Relatively high crude oil and natural gas prices have resulted in
correspondingly strong levels of current and projected capital expenditures by
oil and gas companies to explore for and produce oil and gas reserves.
Accordingly, many significant natural gas, crude oil and petroleum products
pipeline projects and LNG projects, together with ancillary construction and
other associated projects, are being undertaken, particularly in developing
countries or regions where energy infrastructure spending has lagged.

The Company believes that certain of these projects will meet its bidding
criteria, and that the Company's worldwide pipeline construction, engineering
and specialty services experience place it in an advantageous position to
compete for such projects. The Company currently has approximately 70 bids
outstanding with respect to potential contract awards in Australia, Egypt,
Guam, Indonesia, Mexico, Nigeria, Oman, Russia, Saudi Arabia, the United
States and Venezuela. The Company is currently preparing bids with respect to
potential contract awards in Egypt, Indonesia, Mexico, Nigeria, Oman, Russia,
the United States and Venezuela. Finally, the Company expects to prepare and
submit bids with respect to certain other potential construction and
engineering projects in Africa, Asia, the C.I.S., the Middle East, North
America and South America before the end of 1996.

BUSINESS STRATEGY

The Company historically pursued a strategy of maximizing stockholder
returns while maintaining a strong balance sheet. More recently, the Company
has emphasized a growth strategy which encompasses geographic expansion in
areas such as Pakistan and Indonesia, strategic alliances, acquisitions and
quality improvements. In pursuing this strategy, the Company relies on its
competitive advantage in completing logistically complex and technically
difficult projects in remote areas with difficult terrain and harsh climatic
conditions. The Company also relies on its experienced multinational work
force of approximately 4,050 employees, over 80% of whom are citizens of the
respective countries in which they work.

Geographic Expansion. The Company seeks to maintain its presence in regions
where it has previously developed a strong base of operations, such as Africa,
the Middle East, North America and South America, and to establish a presence
in additional strategically important locations, such as Russia, Pakistan,
Indonesia, Egypt and Brazil. In pursuing this strategy, the Company seeks to
identify a limited number of long-term niche markets in which the Company can
outperform the competition and establish an advantageous position.

Strategic Alliances. The Company seeks to establish strategic alliances with
companies whose resources, skills and strategies are complementary to and are
likely to enhance the Company's business opportunities, including the
formation of joint ventures and consortia to achieve competitive advantage and
share risks. Such alliances have already been established in Australia,
Indonesia, Malaysia, Mexico, Russia, Thailand, the United States and
Venezuela. As an example of this strategy, the Company has entered into a
Joint Development Agreement with a unit of British Gas plc to promote the
utilization of an epoxy-filled pipeline repair sleeve developed by British Gas
and offer a full range of pipeline rehabilitation services to the oil and gas
industry, including assessment and rehabilitation construction services. As a
related strategy, the Company may decide to seek an equity stake in a project
in order to enhance its competitive position and/or maximize project returns.

Acquisitions. The Company seeks to identify and acquire companies which
complement its business strategy. For example, in 1994 the Company acquired
(from an affiliate of Heerema), CAMSA, a company operating in the Lake
Maracaibo area of Venezuela whose primary expertise is in marine construction
and the fabrication and installation of concrete piles and platforms for
offshore projects. See "Certain Transactions." The Company will continue to
evaluate acquisition candidates that offer growth opportunities and the
ability to complement the Company's resources and capabilities.

Quality Improvements. The Company's quality improvement program is focused
on obtaining ISO 9000 certification and on continually improving the
readiness, utilization and overall quality of its fleet

24
<PAGE>

of equipment. ISO 9000 is an internationally recognized verification system
for quality management overseen by the International Standards Organization
based in Geneva, Switzerland. The ISO 9000 certification is important to the
Company's international operations in that in recent years such certification
has been made a criterion for prequalification of contractors by certain
potential clients, and this trend is expected to continue. The certification
process involves a rigorous review and audit of the Company's management
processes and quality control procedures. During the first half of 1996, five
of the Company's subsidiaries achieved ISO 9000 certification. The Company's
Nigerian subsidiary is scheduled to achieve certification during August of
1996.

WILLBROS BACKGROUND

The Company is the successor to the pipeline construction business of
Williams Brothers Company which was started in 1908 by Miller and David
Williams. In 1949, the business was reconstituted and acquired by the next
generation of the Williams family. The resulting enterprise eventually became
The Williams Companies, Inc., a major U.S. interstate natural gas and
petroleum products pipeline company ("Williams").

In 1975, Williams elected to discontinue its pipeline construction
activities and, in December 1975, sold substantially all of the non-U.S.
assets and entities comprising its pipeline construction division to a newly
formed Panama corporation (eventually renamed "Willbros Group, Inc.") owned by
employees of the division. In 1979, Willbros Group, Inc. retired its debt
incurred in the acquisition by selling a 60% equity stake to Heerema. In 1986,
Heerema acquired the balance of Willbros Group, Inc., which then operated as a
wholly owned subsidiary of Heerema until April 1992.

In April 1992, Heerema sold Willbros Group, Inc. to a corporation formed by
members of the Company's management, the Yorktown and Concord Investors and
Heerema. Subsequently, the original Willbros Group, Inc. was dissolved into
the acquiring corporation which was renamed "Willbros Group, Inc."

The term "Willbros," as used in this Prospectus, includes the Company, the
original Willbros Group, Inc. and their predecessors in the pipeline
construction business, as described above.

WILLBROS MILESTONES

The following are selected milestones which Willbros has achieved:

1939 Executed its first international pipeline project in Venezuela.

1942-44 Principal contractor on the "Big Inch" and "Little Big Inch" War
Emergency Pipelines which delivered U.S. Gulf Coast crude oil to the
Eastern Seaboard.

1947-48 Built the 370 mile (600 kilometer) Camiri to Sucre and Cochabamba
crude oil pipeline in Bolivia.

25
<PAGE>

1951 Completed the 400 mile (645 kilometer) western segment of the Trans-
Arabian Pipeline System in Jordan, Syria and Lebanon.

1954-55 Built Alaska's first major pipeline system, consisting of 625 miles
(1,000 kilometers) of petroleum products pipeline, housing,
communications, two tank farms, five pump stations and marine dock and
loading facilities.

1956-57 Led a joint venture which constructed the 335 mile (535 kilometer)
southern section of the Trans-Iranian Pipeline, a products pipeline
system extending from Abadan to Tehran.

1958 Constructed pipelines and related facilities for the world's largest
oil export terminal at Kharg Island, Iran.

1960 Built the first major liquified petroleum gas pipeline system, the
2,175 mile (3,480 kilometer) Mid-America Pipeline in the United
States, including six delivery terminals, two operating terminals, 13
pump stations, communications and cavern storage.

1962 Began operations in Nigeria with the commencement of construction of
the TransNiger Pipeline, a 170 mile (275 kilometer) crude oil
pipeline.

1964-65 Built the 390 mile (625 kilometer) Santa Cruz to Sica Sica crude oil
pipeline in Bolivia. The highest altitude reached by this line is
14,760 feet (4,500 meters) above sea level, which management believes
is higher than the altitude of any other pipeline in the world.

1965 Began operations in Oman with the commencement of construction of the
175 mile (280 kilometer) Fahud to Muscat crude oil pipeline system.

1967-68 Built the 190 mile (310 kilometer) Orito to Tumaco crude oil pipeline
in Colombia, one of five Willbros crossings of the Andes mountains, a
project notable for the use of helicopters in high altitude
construction.

1969 Completed a gas gathering system and 105 miles (170 kilometers) of 42
inch trunkline for the Iranian Gas Trunkline Project (IGAT) in Iran to
supply gas to the USSR.

1970-72 Built the Trans-Ecuadorian Pipeline, consisting of 315 miles (505
kilometers) of 20 and 26 inch pipeline, seven pump stations, four
pressure reducing stations and six storage tanks.

1974-76 Led a joint venture which built the northernmost 225 miles (365
kilometers) of the Trans-Alaskan Pipeline System.

1974-76 Led a joint venture which constructed 290 miles (465 kilometers) of
pipeline and two pump stations in the inaccessible western Amazon
basin of Peru.

1974-79 Designed and engineered the 500 mile (795 kilometer) Sarakhs-Neka gas
transmission line in northeastern Iran.

1976-79 Acted as technical leader of a consortium which designed and supplied
six modularized gas compressor stations totaling 726,000 horsepower
for the 56 inch Urengoy to Chelyabinsk gas pipeline system in western
Siberia.

1982-83 Built the Cortez carbon dioxide pipeline system in the southwestern
United States, consisting of 505 miles (815 kilometers) of 30 inch
pipe.

1984-86 Through a joint venture, constructed the All American Pipeline System,
a 1,240 mile (1,995 kilometer) 30 inch heated pipeline, including 23
pump stations, in the southwestern United States.

26
<PAGE>

1984-95 Developed and furnished a rapid deployment fuel pipeline distribution
and storage system for the U.S. Army which was used extensively and
successfully in Saudi Arabia during Operation Desert Shield/Desert
Storm in 1990/1991 and in Somalia during 1993.

1985-86 Built a 185 mile (300 kilometer) 24 inch crude oil pipeline from
Ayacucho to Covenas in Colombia.

1987 Rebuilt 25 miles (40 kilometers) of the Trans-Ecuadorian crude oil
pipeline within six months after major portions were destroyed by an
earthquake.

1988-92 Performed the project management, engineering, procurement and field
support services to expand the Great Lakes Gas Transmission System in
the northern United States. The expansion involved modifications to 13
compressor stations and the addition of 660 miles (1,060 kilometers)
of 36 inch pipeline in 50 separate loops.

1989-90 Built the Alto Magdalena Pipeline System in Colombia, consisting of
250 miles (400 kilometers) of 20 inch crude oil pipeline, one pump
station and a tank farm.

1989-92 Provided pipeline engineering and field support services for the Kern
River Gas Transmission System, a 36 inch pipeline project extending
over 685 miles (1,100 kilometers) of desert and mountains from Wyoming
to California in the United States.

1992-93 Rebuilt oil field gathering systems in Kuwait as part of the post-war
reconstruction effort.

1992-93 Built 150 miles (240 kilometers) of a 42 inch pipeline in Oregon to
expand the Pacific Gas Transmission System.

1992-94 Resumed activities in the C.I.S. Selected to develop export pipeline
system for Caspian Pipeline Consortium from Tengiz field in Kazakstan
to Black Sea oil terminal at Novorossiysk, Russia, and established a
representative office and joint stock company in Russia.

1994 Re-entered the Venezuela oil service market through the acquisition of
CAMSA.

1995 Entered into a cooperation agreement with a Japanese trading company
providing for the joint development of projects in selected markets in
Southeast Asia and established an office in Jakarta, Indonesia, to
pursue major projects in the region.

1995-96 Carrying out two contracts in Pakistan for construction, material
procurement and engineering of the MFM Pipeline Extension Project,
which consists of 225 miles (365 kilometers) of 18 inch and 16 inch
multi-product pipeline and related facilities.

LINES OF BUSINESS

The Company operates in a single industry segment, primarily providing
contract services to the oil and gas industry. The main lines of business
within this segment include construction, engineering and specialty services.

Construction Services

The Company is one of the most experienced contractors serving the oil and
gas industry. The Company's construction capabilities include the expertise to
construct and replace large diameter cross-country pipelines. The Company also
possesses the ability to construct oil and gas production facilities, pump
stations, flow stations, gas compressor stations, gas processing facilities
and other related facilities; and to construct piers, docks and bridges.

27
<PAGE>

Pipeline Construction. World demand for pipelines results from the need to
move millions of barrels of crude oil and petroleum products and billions of
cubic feet of natural gas to refiners, processors and consumers each day.
Pipeline construction is capital intensive, and the Company owns, operates and
maintains a fleet of specialized equipment necessary for it to engage in the
pipeline construction business. The Company focuses on pipeline construction
activity in remote areas and harsh climates where it believes its experience
gives it a competitive advantage. Willbros believes that it has constructed
more miles of pipeline than any other private sector company.

The construction of a cross country pipeline involves a number of sequential
operations along the designated pipeline right-of-way. These operations are
virtually the same for all overland pipelines, but personnel and equipment may
vary widely depending upon such factors as the time required for completion,
general climatic conditions, seasonal weather patterns, the number of road
crossings, the number and size of river crossings, terrain considerations,
extent of rock formations, density of heavy timber and amount of swamp.
Construction often involves separate crews to perform the following different
functions: clear the right-of-way; grade the right-of-way; excavate a trench
in which to bury the pipe; haul pipe to intermediate stockpiles from which
stringing trucks carry pipe and place individual lengths (joints) of pipe
alongside the ditch; bend pipe joints to conform to changes of direction and
elevation; clean pipe ends and line up the succeeding joint; perform various
welding operations; non-destructively inspect welds; clean pipe and apply
anti-corrosion coatings; lower pipe into the ditch; backfill the ditch; bore
and install highway and railroad crossings; drill, excavate or dredge and
install pipeline river crossings; tie in all crossings to the pipeline;
install mainline valve stations; conduct hydro/pneumatic testing; install
cathodic protection system; and perform final clean up.

Special equipment and techniques are required to construct pipelines across
wetlands. From a launching station on dry land, a section of several joints of
pipe which have been welded together may be pushed into a flooded ditch. By
securing floaters to the pipe it is possible to float the pipe. The next
section is then welded to the end of the previous section, after which it is
pushed into the flooded ditch. The same method can be used from a properly
secured and anchored barge. Another specialized swamp pipe laying technique is
to lay the pipe from a lay barge which moves along the right of way, laying
one joint at a time; each joint is aligned and welded, and the weld non-
destructively inspected and coated before being lowered in. The Company uses
swamp pipelaying methods extensively in Nigeria, where most of its
construction operations are carried out in the Niger River delta. In addition
to primary equipment such as laybarges, dredges and swamp backhoes, the
Company has a substantial investment in support vessels, including tugboats,
barges, supply boats, and houseboats, which are required in order to maintain
a capability in swamp pipeline construction.

Station Construction. Oil and gas companies require various facilities in
the course of producing, processing, storing and moving oil and gas. The
Company is experienced and capable of constructing facilities such as pump
stations, flow stations, gas processing facilities, gas compressor stations
and metering stations. The Company is capable of building such facilities
onshore, offshore or in swamp locations. The construction of station
facilities, while not nearly as capital intensive as pipeline construction, is
generally characterized by complex logistics and scheduling, particularly on
projects in locations where seasonal weather patterns limit construction
options, and in countries where the importation process is difficult.
Willbros' capabilities have been enhanced by its experience in dealing with
such challenges in numerous countries around the world.

Marine Construction. The Company constructs and installs fixed drilling and
production platforms in Venezuela, primarily in Lake Maracaibo. Because of the
extremely corrosive conditions, concrete, rather than steel, piling is driven
deep into the lakebed and supports such platforms. The Company is also capable
of building bridges, docks, jetties and mooring or breasting dolphins. The
Company's marine fleet includes pile driving barges, derrick barges and other
vessels which support marine construction operations.

Construction services contributed 56%, 29% and 31%, respectively, of the
Company's contract revenues in 1993, 1994 and 1995.

28
<PAGE>

Engineering Services

The Company provides engineering, project management and material
procurement services to the oil and gas industry and government agencies. To
complement its engineering services, the Company also provides a full range of
field services, including surveying, right-of-way acquisition, material
receiving and control, construction inspection and facilities startup
assistance. Such services are furnished to a number of oil and gas industry
and government clients on a stand-alone basis; and, in addition, are provided
as part of engineering, procurement and construction contracts undertaken by
the Company.

The Company specializes in providing engineering services to assist clients
in constructing or expanding pipeline systems, compressor stations, pump
stations, fuel storage facilities and field gathering and production
facilities. Through experience, the Company has developed expertise in
addressing the unique engineering issues involved with pipeline systems and
associated facilities to be installed where climatic conditions are extreme,
where areas of environmental sensitivity must be crossed, where fluids which
present extreme health hazards must be transported and where fluids which
present technical challenges regarding material selection are transported.

Climatic Constraints. In the design of pipelines and associated facilities
to be installed in harsh environments, special provisions for metallurgy of
materials and foundation design must be addressed. The Company is experienced
in designing pipelines in arctic conditions, where permafrost and extremely
low temperatures are prevalent, and in desert conditions, mountainous terrain
and swamp.

Environmental Impact of River Crossings. The Company has considerable
capability in designing pipeline crossings of rivers and streams in such a way
as to minimize environmental impact. The Company possesses expertise to
determine the optimal crossing techniques (e.g., open cut, directionally
drilled or overhead) and to develop site specific construction methods to
minimize bank erosion, sedimentation and other environmental impacts.

Seismic Design and Stress Analysis. Company engineers are experienced in
seismic design of pipeline crossings of active faults and areas where
liquefaction or slope instability may occur due to seismic events. They also
carry out specialized stress analyses of piping systems that are subjected to
expansion and contraction due to temperature changes, as well as loads from
equipment and other sources.

Hazardous Materials. Special care must be taken in the design of pipeline
systems transporting sour gas. Sour gas presents not only challenges regarding
personnel safety (hydrogen sulfide leaks can be extremely hazardous), but
material must be specified to withstand extremely corrosive conditions.

Hydraulics Analysis for Fluid Flow in Piping Systems. The Company employs
engineers with the specialized knowledge necessary to address properly the
effects of both steady state and transient flow conditions for a wide variety
of fluids transported by pipelines (natural gas, crude oil, refined petroleum
products, natural gas liquids, carbon dioxide and water). This expertise is
important in optimizing the capital costs of pipeline projects where pipe
material costs typically represent a significant portion of total project
capital costs.

Natural Gas Transmission Systems. The expansion of the natural gas
transportation network in the United States in recent years has been a major
contributor to the engineering business of the Company. The Company believes
it has established a strong position as a leading supplier of engineering
services to natural gas pipeline transmission companies in the United States.
Since 1988, Willbros has provided, or is providing, engineering services for
seven major natural gas pipeline projects in the United States, totaling more
than 3,300 miles (5,400 kilometers) of large diameter pipe for new systems and
expansions of existing systems. During this same period, Willbros was also the
engineering contractor for 15 compressor stations (or additions to existing
stations) for six clients.

29
<PAGE>

Liquids Pipelines and Storage Facility Design. Since the 1970's, when
Willbros engineered a number of crude oil and refined petroleum products
systems in the United States, Colombia, Nigeria, Iran and Peru, Willbros has
become recognized for its expertise in the engineering of systems for the
storage and transportation of petroleum products and crude oil. More recently,
the Company has been responsible for the engineering of a major expansion of a
products pipeline system in the United States, involving 395 miles (640
kilometers) of pipeline in New Mexico and Texas. Currently, the Company is
providing project management, engineering and field services for a major
expansion of a crude oil system in Wisconsin and Illinois, involving over 450
miles (725 kilometers) of large diameter pipeline to serve the upper midwest
refineries with Canadian crude oil.

U.S. Government Services. Since 1981, Willbros has established its position
with U.S. government agencies as a leading engineering contractor for jet fuel
storage and aircraft fueling facilities, having performed the engineering for
major projects at seven U.S. military bases including three air bases outside
the U.S. The award of these projects was based on contractor experience and
personnel qualifications.

Design of Peripheral Systems. The Company's expertise extends to the
engineering of a wide range of project peripherals, including various types of
support buildings and utility systems, power generation and electrical
transmission, communications systems, fire protection, water and sewage
treatment, water transmission, roads and railroad sidings.

Material Procurement. Because material procurement plays such a critical
part in the success of any project, the Company maintains an experienced staff
to carry out material procurement activities. Material procurement services
are provided to clients as a complement to the engineering services performed
for a project. On engineering, procurement and construction contracts
undertaken by the Company, material procurement is especially critical to the
timely completion of construction. The Company maintains a computer-based
material procurement, tracking and control system, which utilizes software
enhanced to meet the Company's specific requirements.

Engineering services contributed 16%, 23% and 15%, respectively, of the
Company's contract revenues in 1993, 1994 and 1995.

Specialty Services

The Company provides a wide range of support and ancillary services related
to the construction, operation, repair and rehabilitation of pipelines.
Frequently, such services require the utilization of special equipment which
is costly and requires operating expertise. Due to the initial equipment cost
and operating expertise required, many companies contract for the use of such
special equipment and experienced personnel. The Company owns and operates a
variety of the special equipment that is used to support construction projects
and to provide a wide range of oilfield services. The following is a
description of the primary types of specialty services.

Dredging. The Company conducts dredging operations on its own projects and
as a subcontractor for other companies. Dredging equipment is required to pump
sand to establish a land location in a swamp and to excavate trenches for
pipelines in swamps or offshore locations and for river crossings. Dredging
equipment is also used to maintain required depth of navigation channels for
barges and other water craft. This maintenance dredging is often performed on
annual or multi-year contracts. The Company owns a fleet of dredges, including
cutter suction dredges and grab dredges, which are routinely used in Nigeria
and can be readily deployed to other projects in the region.

Pipe Coating. The Company owns and operates coating equipment which applies
a variety of protective anti-corrosion coatings to the external surface of
line pipe. The external coating is required to protect buried pipe in order to
mitigate external corrosion.

Concrete Weight Coating. Pipelines installed in wetlands or marine
environments must be heavy enough to offset the buoyancy forces on the buried
pipeline to keep the pipeline from floating out of the

30
<PAGE>

ditch. The most effective method of achieving the required negative buoyancy
is concrete coating applied over the anti-corrosion coating to a calculated
thickness. The Company owns and operates a facility in Nigeria to apply
concrete weight coating to line pipe.

Pipe Double Jointing. Large diameter pipe for onshore pipeline projects is
normally manufactured in 40 foot (12 meter) nominal lengths (joints) to
facilitate ocean transportation. On long distance, large diameter pipeline
projects, it is usually economical to weld two joints into an 80 foot (24
meter) double joint at a location or locations along the pipeline route. This
technique reduces the amount of field welding by 50%, and, because welding is
often the critical operation, it may accelerate construction of the pipeline.
The double joint welds are made with a semi-automatic submerged arc welding
process which produces high quality and consistent welds at lower costs than
field welding. The Company owns two transportable self-contained double joint
plants which can handle 24 inch to 48 inch pipe and are used on both domestic
and international projects.

Piling. The Company's subsidiary in Venezuela specializes in the fabrication
and installation of 36 inch concrete piles up to 220 feet (67 meters) in
length. These piles are used to construct marine facilities such as drilling
platforms, production platforms, bridges, docks, jetties and mooring or
breasting dolphins. The Company also owns barges and pile driving equipment to
install piles in Venezuela and Nigeria.

Marine Heavy Lift Services. The primary equipment used for oil and gas
production facilities is usually manufactured on skids at the vendor's shop
and transported to the production site by ocean-going water craft. The Company
owns a variety of heavy lift barges and tugs to transport such equipment from
the receiving country port to the production location and to install the
equipment on the platforms. Other services include marine salvage and dry-dock
facilities for inland water barges.

Transport of Dry and Liquid Cargo. Exploration and production operations in
marine environments require logistical support services to transport a variety
of liquid and dry cargo to the work sites. The Company owns and operates a
diversified fleet of marine equipment to provide transportation services to
support these operations in Nigeria and Venezuela.

Rig Moves. Derricks used for drilling oil and gas wells and for well work-
overs require heavy transportation equipment to move such equipment and tanks
and storage vessels between well locations. The Company owns a fleet of heavy
trucks and trailers and provides transportation services to move rigs for
clients in Oman and Venezuela.

Pipeline Rehabilitation Services. The Company and BG Inspection Services,
Inc., the U.S. pipeline inspection unit of British Gas plc, have executed a
Joint Development Agreement to pursue pipeline repair and rehabilitation
projects in North, Central and South America. The joint effort will promote
the utilization of the British Gas developed "epoxy-filled repair sleeve" and
will offer a full range of related pipeline rehabilitation services related to
the oil and gas industry, including inspection, assessment and rehabilitation
construction services. This repair technique permits permanent repairs to be
made to a pipeline without cutting sections of pipe from the pipeline and
without interruption of service. The Company and British Gas have also used
this rehabilitation procedure for a client in Oman on approximately 790 miles
(1,275 kilometers) of 6 inch through 38 inch crude oil and natural gas
pipelines.

Maintenance and Repair Services. The Company provides a wide range of other
services including mechanical, electrical, instrumentation, civil works, road
maintenance and provision of camp services for operating personnel associated
with operation and maintenance of oil and gas gathering systems and production
equipment.

Specialty services contributed 28%, 48% and 54%, respectively, of the
Company's contract revenues in 1993, 1994 and 1995.

31
<PAGE>

GEOGRAPHIC REGIONS

The Company currently operates in the following geographic regions: Africa,
Asia, the C.I.S., the Middle East, North America and South America.

The following table reflects the Company's contract revenues by geographic
region for 1993, 1994 and 1995.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1993 1994 1995
---------------- ---------------- ----------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- ------- -------- -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Africa....................... $ 87,215 41% $ 68,908 47% $ 95,972 43%
Asia......................... -- -- -- -- 29,728 13
C.I.S. ...................... 4,851 2 540 1 1,283 1
Middle East.................. 60,006 29 23,469 16 21,870 10
North America................ 57,939 28 48,061 33 52,100 24
South America................ -- -- 4,738 3 19,553 9
-------- --- -------- --- -------- ---
$210,011 100% $145,716 100% $220,506 100%
======== === ======== === ======== ===
</TABLE>

See Note 13 to the Consolidated Financial Statements included elsewhere in
this Prospectus for additional information about the Company's operations in
these geographic regions.

Africa

Willbros began serving the petroleum industry in Nigeria in 1962, when it
was selected to construct the TransNiger Pipeline System, and has maintained a
continuous operating presence in Nigeria since that time. Willbros has also
completed a number of major projects in other African countries including
Algeria, Libya, Egypt, Morocco and Gabon, the most recent being the Peace
Vector Project for the U.S. Army Corps of Engineers in Egypt, which involved
procuring materials for an air base to support F-16 aircraft and providing
onsite technical assistance to Egyptian contractors building the base. The
Company has formed an Egyptian limited liability company and has established a
business development office in Cairo to pursue work prospects in Egypt.

The Company has management staff resident in Africa, assisted by engineers,
managers and craftsmen with extensive African experience, capable of providing
construction expertise, repair and maintenance services, dredging operations,
pipe coating and engineering support. Strong local relationships have enabled
Willbros to satisfy the varied needs of its clientele in the region.

The Company's activities in Nigeria are directed from a fully staffed
operational base near Port Harcourt. This 60 acre compound includes office and
living facilities, equipment and vehicle repair shops, a marine jetty and
warehouses for both Company and client materials and spare parts. Customized
computer systems are utilized for payroll and personnel, accounting,
estimating, cost and progress control, inventory control, maintenance
management and the health, safety and environmental program. The Company has
diversified its range of services by adding dredging and pipe coating
expertise. Having diverse yet complementary capabilities has often given the
Company a competitive advantage on projects which contain several distinct
work elements within the project's scope of work. For example, the Company is
the only contractor operating in the Nigerian oil and gas sector capable, on
its own, of executing a pipeline construction project, which requires yard
coating of line pipe, installation of major water crossings and both swamp and
cross country segments of pipeline.

The Company's current backlog in Nigeria includes the construction of a 24
inch pipeline crossing of the Escravos River for NNPC, contracts with Shell to
provide dredging services and swamp flowline maintenance services, a swamp
pipeline construction contract and various pipe coating services related to
Shell, Chevron and NNPC projects.

32
<PAGE>

The Company believes that there will be significant opportunities to expand
its business in Africa, particularly through the development of natural gas
projects. There are large reserves of natural gas in West Africa, extending
from Ivory Coast to Angola, which are potentially exploitable. Depending upon
the world market for natural gas and the availability of financing, the amount
of potential new work could be substantial. The Company intends to maintain
its presence in the region and seeks to increase its share of available work.
The Company is currently monitoring major work prospects in Cameroon, Chad,
Egypt, Nigeria and Tanzania. The Company anticipates submitting bids for these
prospects.

Asia

In an effort to take advantage of the rapidly growing economies in Asia, the
Company has identified this region as a priority target market for geographic
expansion. In March 1995, the Company established an office in Jakarta,
Indonesia, to pursue potential major projects in Asia. In October 1995, the
Company entered into a cooperation agreement with a major Japanese trading
company providing for the joint development of projects in Indonesia, Malaysia
and Thailand. The Company is currently constructing, bidding, or developing
projects in Australia, China, Indonesia, Malaysia, Pakistan, the Philippines,
Thailand and Vietnam.

In January 1995, Pak-Arab Refinery, Ltd. awarded the Company two contracts,
one for the supply of project materials and the other for the engineering and
construction of the MFM Pipeline Extension Project in Pakistan. The project
scope includes 225 miles (365 kilometers) of 18 and 16 inch petroleum products
pipeline commencing at Mahmood Kot and ending at Machhike. In May 1995, the
Company was awarded an additional part of the MFM project which consists of
the expansion of an existing terminal at Mahmood Kot (including 267,000
barrels of storage capacity), addition of a new terminal and pump station at
Faisalabad (including 270,000 barrels of storage), addition of a storage
terminal at Machhike (including 443,000 barrels of storage) and design of a
future pump station at Kot Bahadur Shah. The Company has established a project
office in Lahore, Pakistan, to manage these projects.

Commonwealth of Independent States (C.I.S.)

The C.I.S. contains vast reserves of oil and gas. The oil reserves contained
in the Tengiz Field, the largest field to be served by the planned Caspian
Crude Oil Export Pipeline System (the "CPC Pipeline System"), and the gas
reserves contained in the Bovanenkovskoye Field, the anchor field on the gas-
rich Yamal peninsula, are each generally recognized to be among the largest in
the world. These are but two of many fields which are candidates for
significant exploration and production investments. Many of the Company's
clients are major oil and gas companies who are candidates to participate in
the development of energy resources in the C.I.S. The Company is prepared to
offer its support services to such clients.

Willbros' activities in this region date back to 1976, when Willbros was the
technical leader of a consortium which was awarded a major contract to design
and supply six modularized gas turbine compressor stations, housing 42
compressor units with a total capacity of 726,000 horsepower, for the Urengoy
to Chelyabinsk 56 inch gas pipeline system in western Siberia. Since the
completion of the project in 1979, contacts and relationships have been
maintained with personnel throughout the Russian oil and gas sector, including
members of various technical institutes. To compete in the Russian market, the
Company has established an Accredited Representative Office in Moscow, as well
as a Russian joint stock company.

In 1992, the Company was selected to perform the project development of the
CPC Pipeline System designed to transport oil from the Tengiz field in
Kazakstan approximately 930 miles (1,500 kilometers) to Russia's Black Sea oil
terminal at Novorossiysk. The project is principally owned by the governments
of Russia, Kazakstan and Oman. In late 1993, this development effort was
completed with the submission of a full set of turnkey contract documents to
the project sponsors, who subsequently decided to build the system in two
phases. Recently, a Willbros-led joint venture was selected for exclusive
negotiations

33
<PAGE>

regarding a turnkey contract for Phase I of the CPC Pipeline System, which
includes a new pump station near Kropotkin, Russia, approximately 155 miles
(250 kilometers) of 40 inch pipeline, a 1.5 million barrel tank farm, a tanker
loading facility on the Black Sea, and up to 2 miles (3 kilometers) of 36 inch
submarine pipeline. A Memorandum of Agreement has been executed, pursuant to
which the Company is carrying out certain engineering work. Until ownership
interests have been finalized, it is unlikely that a contract for Phase I of
the project will be awarded.

In 1995, the Company was awarded a contract by Transneft, the Russian oil
pipeline monopoly, to perform pipeline routing studies and other project
development activities related to the Baltic Crude Oil Export System. This
proposed multi-billion dollar project originated in a Conceptual Development
Plan submitted by the Company to Transneft in February 1995. Recently,
Transneft appointed the Company as its technical and financial advisor on a
project to upgrade and reverse the flow of the Russian sector of the Baku to
Tikhoretsk oil pipeline system to carry a minimum of 36.5 million barrels
annually of export crude oil from Azerbaijan.

In February 1996, the Company established a formal business alliance with
Giprotruboprovod, a design company based in Moscow which is a subsidiary of
Transneft. The two companies will cooperate to offer joint technical services
to international as well as Russian companies in respect of pipelines and
related facilities. The Company believes that this alliance will enhance its
long term prospects in the C.I.S. and that it is well positioned to increase
its presence and its level of activity in the C.I.S.

Middle East

Willbros operations in the Middle East date back to 1948. It has worked in
most of the countries in the region, with particularly heavy involvement in
Iran, Kuwait, Oman and Saudi Arabia. In Iran, Willbros designed or constructed
a substantial portion of the pipelines and related facilities that exist
today. Currently, the Company has ongoing operations in Oman, where Willbros
has been active for more than 30 years.

The Company maintains a fully staffed facility in Oman with equipment repair
facilities and spare parts on site and offers construction expertise, repair
and maintenance services, engineering support, oil field transport services,
materials procurement and a variety of related services to its clients.
Current operations in Oman include a multi-year Mechanical Services Contract
and a pipeline maintenance program for Petroleum Development Oman ("PDO").
Work carried out in Oman during 1995 included ongoing pipeline maintenance,
mechanical services and flowline work for Occidental of Oman and PDO. A recent
major project completed in Oman involved engineering, procurement and
construction services on a turnkey contract for a gas injection facility in
Occidental of Oman's Safah Field. The project included facilities for gas
dehydration, gas compression, injection gas metering, electrical power
generation and associated support utilities and buildings.

During 1992 and 1993, following the Gulf War, the Company carried out a
significant program of gathering line replacement in Kuwait to help Kuwait Oil
Company restore its production capacity. Willbros has since established a
local company and has a base of operations, including an inventory of
equipment, from which it can offer additional services.

The Company is aggressively pursuing business opportunities throughout the
Middle East and is currently bidding work or monitoring prospects in Abu
Dhabi, Kuwait, Oman, Qatar, Saudi Arabia and Yemen.

North America

Willbros has provided services to the U.S. oil and gas industry for more
than 80 years. The Company is recognized as an industry leader in the United
States, for providing state-of-the-art engineering and construction services.
The Company maintains a staff of experienced management, construction,
engineering and support personnel in the United States.

34
<PAGE>

Among Willbros' significant achievements in the United States are (a) the
construction of the two northernmost segments of the Trans-Alaskan Pipeline
System (1974-76), which consisted of a 225 mile (365 kilometer) crude oil
pipeline and a 140 mile (225 kilometer) fuel gas pipeline, (b) a joint venture
to build the All American Pipeline System (1984-86), a 1,240 mile (1,995
kilometer) heated crude oil pipeline with 23 pumping and heating stations, and
(c) Willbros involvement in nine of the ten largest gas pipeline projects
undertaken in the United States since 1988. The Company was a construction
contractor on the Pacific Gas & Electric-PGT pipeline expansion project in
Oregon and the Tuscarora Gas Transmission project in Nevada and California.
Willbros provided engineering services for the Great Lakes Gas Transmission
Company's system expansion, the Kern River Gas Transmission System, the
Northwest Pipeline System expansion, the NorAm Line AC pipeline project and
the Florida Gas pipeline project. During the same period, Willbros was the
engineering contractor for 15 compressor stations or station expansions, on
behalf of six different clients in the United States. Currently, the Company
is providing engineering services for the Northern Border pipeline extension
and the Portland Natural Gas Transmission Project in New England.

On a recent notable project, the Company was selected to provide engineering
services for the largest grass roots crude oil storage facility built in the
United States in the last decade. The facility, built in Cushing, Oklahoma,
for Plains Resources, Inc., consists of tankage with 2.0 million barrels of
storage capacity and all related facilities.

Willbros has also provided significant engineering services to the U.S.
Government during the past 15 years, particularly in fuel storage and
distribution systems and aircraft fueling facilities. Willbros performed the
engineering for major projects on seven U.S. military bases, four of which
were located within the United States. In 1984, Willbros was selected by the
U.S. Army to act as the systems integration contractor for the Southwest Asia
Petroleum Distribution Operational Project. Willbros was responsible for
developing and procuring a tactical fuel distribution and storage system to
support military operations worldwide. The system was successfully deployed in
Saudi Arabia during Operation Desert Storm. Willbros acted as the systems
integrator for this project until 1996.

The Company believes that the United States will continue to be an important
market for all of its lines of business. Environmental concerns will likely
continue to require careful, thorough and specialized professional engineering
and planning for all new facilities within the oil and gas sector.
Furthermore, the demand for replacement and rehabilitation of pipelines is
expected to increase as pipeline systems in the United States approach the end
of their design lives and population trends influence overall energy needs.

South America

Willbros' first entry into South America was in Venezuela in 1939. Since
then, Willbros has performed numerous major projects in Venezuela and other
South American countries, where its accomplishments include the construction
of five major pipeline crossings of the Andes Mountains and setting a world
altitude record for constructing a pipeline. Willbros' largest project in
South America was a $134.0 million turnkey project for the procurement and
construction of the Alto Magdalena Crude Oil Pipeline System in Colombia,
awarded to Willbros in 1989 and completed in 1990.

Venezuela, the largest oil producer in South America with production of
approximately 2.5 million barrels of oil per day, remains an important market
for the Company. In May 1994, the Company completed the acquisition (from an
affiliate of Heerema) of CAMSA, a Venezuelan company whose offices, equipment
yard and dock facilities are located in the City of Maracaibo on a 15 acre
waterfront site on Lake Maracaibo. Approximately 50% of Venezuelan crude oil
is produced from beneath Lake Maracaibo. Although the Venezuelan company's
primary expertise is in marine construction and the fabrication and
installation of 36 inch diameter cylindrical concrete piles up to 220 feet (67
meters) long and platforms for offshore projects, the Company has added
onshore equipment to complement the existing marine fleet, enabling CAMSA to
compete for both onshore and offshore construction projects, as well as
specialty

35
<PAGE>

services contracts. This acquisition provides the Company with the ability to
furnish marine support services to the oil and gas industry in the Lake
Maracaibo area, along the Venezuelan coast, and throughout the Caribbean
basin. See "Certain Transactions."

The Company maintains a fully staffed facility in Maracaibo, with resident
management personnel assigned who are responsible for estimating and tendering
bids, providing construction expertise, repair and maintenance services,
marine related services, engineering support and other needed services. Major
clients include international oil companies such as Shell, Occidental
Petroleum, and operating subsidiaries of Petroleos de Venezuela S.A.,
including Maraven, Corpoven and Lagoven.

In addition to Venezuela, the Company is aggressively pursuing business
opportunities throughout South America and is currently bidding work or
monitoring prospects in Brazil, Argentina, Bolivia, Peru, Ecuador and Chile.
Recent developments involving political changes and privatization efforts in
many of the South American countries make this region one of high interest in
the immediate future.

BACKLOG

The Company's backlog (anticipated revenue from the uncompleted portions of
existing contracts) was $85.7 million at June 30, 1996. The Company's backlog
was $139.4 million, $97.5 million and $76.1 million at December 31, 1995, 1994
and 1993, respectively. The Company includes a contract in its backlog at such
time as the contract is awarded or a firm letter of commitment is obtained.
The Company believes the backlog figures are firm, subject only to the
cancellation and modification provisions contained in various contracts.
Historically, a substantial amount of the Company's revenues in a given year
have not been reflected in its backlog at the beginning of that year; such
revenues may result from contracts of long or short duration entered into
during a year as well as from various contractual processes, including change
orders, extra work, variations in the scope of work and the effect of
escalation or currency fluctuation formulas. These revenue sources are not
added to backlog until realization of revenue is assured.

36
<PAGE>

The following is a breakdown of the Company's backlog by geographic region
as of June 30, 1995 and 1996:

<TABLE>
<CAPTION>
JUNE 30, 1995 JUNE 30, 1996
---------------- ---------------
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- ------- -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Africa......................................... $ 16,224 9.9% $30,378 35.5%
Asia........................................... 67,002 41.1 24,540 28.6
C.I.S.......................................... -- -- 482 0.6
Middle East.................................... 42,055 25.8 14,747 17.2
North America.................................. 30,489 18.7 15,510 18.1
South America.................................. 7,260 4.5 -- --
-------- ----- ------- -----
Total........................................ $163,030 100.0% $85,657 100.0%
======== ===== ======= =====
</TABLE>

The $77.3 million decrease in backlog to $85.7 million at June 30, 1996,
from $163.0 million at June 30, 1995, is due mainly to work completed on
engineering, procurement and construction contracts for the MFM Pipeline
Extension Project in Pakistan, work completed and modifications of a
speciality services contract in Oman and work completed on the Tuscarora gas
transmission pipeline contract in the United States, partially offset by the
addition of a contract for the construction of a 24 inch pipeline crossing of
the Escravos River for NNPC.

A substantial percentage of the Company's revenues in past years resulted
from contracts entered into during that year or the immediately preceding
year. The following table sets forth revenues for the years indicated as a
percentage of backlog at the beginning of each such year (dollar amounts in
thousands):

<TABLE>
<CAPTION>
REVENUES FOR
BACKLOG AT YEAR ENDED
JANUARY 1 DECEMBER 31 PERCENT
---------- ------------ -------
<S> <C> <C> <C>
1991....................................... $129,220 $168,875 131%
1992....................................... 146,734 180,947 123
1993....................................... 160,565 210,011 131
1994....................................... 76,066 145,716 191
1995....................................... 97,493 220,506 226
Average 1991-95............................ $122,016 $185,211 152%
</TABLE>

No assurance can be given that future experience will be similar to historical
results in this respect.

COMPETITION

The Company's primary competitors on construction projects in developing
countries include Entrepose (France), Mannesmann (Germany), CCC (Lebanon),
Nippon Kokan (Japan), Saipem (Italy), Spie-Capag (France), Techint
(Argentina), and Bechtel (U.S.). The Company believes that it is one of the
few companies among its competitors possessing the ability to carry out large
projects in developing countries on a turnkey basis (engineering, procurement
and construction), without subcontracting major elements of the work. As a
result, the Company may be more cost effective than its competitors in certain
instances.

The Company has different competitors in different markets. In Nigeria, the
Company competes for pipe coating work with Bredero Price (Netherlands), while
its dredging competitors include Bos Kalis Westminster (Netherlands), Dredging
International (Belgium), Bilfinger & Berger (Germany), Nigerian Dredging &
Marine (Netherlands), Phillip Holzmann (Germany) and HBG (Netherlands). In
Oman, competitors in oil field transport services include Desert Lines, Al
Ahram, Hamdam and TruckOman, all Omani companies; and in construction and the
installation of flowlines and mechanical services, the Company competes with
Taylor Woodrow Towell (Britain), CCC, Dodsal (India), Saipem, Desert Lines,

37
<PAGE>

and Galfar (Oman). In Venezuela, competitors in marine support services
include Raymond de Venezuela, Petrolago, Flag Instalaciones and Siemogas, all
Venezuelan companies. In Pakistan, major competitors include Saipem and Tekfen
(Turkey).

In the United States, the Company's primary construction competitors on a
national basis include Associated, Gregory & Cook, Henkels & McCoy, Murphy
Brothers, H. C. Price, Sheehan, and Welded. In addition, there are a number of
regional competitors. Primary competitors for engineering services include
Bechtel, Brown and Root, Gulf Interstate, Marmac, Fluor Daniel Williams
Brothers, Mustang Engineering, Stone & Webster, Paragon Engineering, Trigon
Engineering and Universal Ensco.

CONTRACT PROVISIONS AND SUBCONTRACTING

Most of the Company's revenues are derived from construction, engineering
and specialty services contracts. The Company enters into four basic types of
construction contracts: firm fixed-price or lump-sum fixed-price contracts
providing for a single price for the total amount of work or for a number of
fixed lump sums for the various work elements comprising the total price;
unit-price contracts which specify a price for each unit of work performed;
time and materials contracts under which personnel and equipment are provided
under an agreed schedule of daily rates with other direct costs being
reimbursable; or a combination of the above (for example, lump sums for
certain items and unit rates for others).

The Company enters into three types of engineering contracts: firm fixed-
price or lump-sum fixed-price contracts; time and materials contracts pursuant
to which engineering services are provided under an agreed schedule of hourly
rates for different categories of personnel, and materials and other direct
costs are reimbursable; and cost-plus-fee contracts, common with U.S.
government clients under which income is earned solely from the fee received.
Cost-plus-fee contracts are often used for material procurement services.

Specialty services contracts generally are unit-price contracts which
specify a price payable per unit of work performed (e.g., per cubic meter, per
lineal meter, etc.). Such contracts usually include hourly rates for various
categories of personnel and equipment to be applied in cases where no unit
price exists for a particular work element. Under a services contract, the
client is typically responsible for supplying all materials; a cost-plus-
percentage-fee provision is generally included in the contract to enable the
client to direct the contractor to furnish certain materials.

The Company usually obtains contracts through competitive bidding or through
negotiations with long-standing clients. The Company is typically invited to
bid on projects undertaken by its clients who maintain approved bidder lists.
Bidders are pre-qualified by virtue of their prior performance for such
clients, as well as their experience, reputation for quality, safety record,
financial strength and bonding capacity.

In evaluating bid opportunities, the Company considers such factors as the
client, the geographic location and the difficulty of the work, the Company's
current and projected workload, the likelihood of additional work, the
project's cost and profitability estimates, and the Company's competitive
advantage relative to other likely bidders. The Company uses a computer-based
estimating system. The bid estimate forms the basis of a project budget
against which performance is tracked through a project cost system, enabling
management to monitor projects effectively. Project costs are accumulated
weekly and monitored against billings and payments to facilitate cash flow
management on the project.

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 Willbros. The Company has not
been materially adversely affected by these provisions in the past.

38
<PAGE>

The Company acts as prime contractor on a majority of the construction
projects it undertakes. In its capacity as prime contractor and when acting as
a subcontractor, the Company performs most of the work on its projects with
its own resources and typically subcontracts only such specialized activities
as hazardous waste removal, non-destructive inspection, tank erection,
catering and security. In the construction industry, the prime contractor is
normally responsible for the performance of the entire contract, including
subcontract work. Thus, when acting as a prime contractor, the Company is
subject to the risk associated with the failure of one or more subcontractors
to perform as anticipated. The Company has not incurred any significant loss
or liability on work performed by subcontractors to date.

EMPLOYEES

The Company believes its employees are its most valuable asset and that
their loyalty, productivity, pioneering spirit, work ethic and strong
commitment in providing quality services have been crucial elements in the
successes Willbros has achieved on numerous projects in remote, logistically
challenging locations around the world.

At June 30, 1996, the Company employed a multi-national work force of
approximately 4,050 persons, over 80% of whom are citizens of the respective
countries in which they work. Although the level of activity may vary from
year to year, Willbros has maintained an average work force of approximately
2,590 over the past five years. The minimum employment during that period has
been 1,770 and the maximum 4,140. At June 30, 1996, approximately 1,578 of the
Company's employees were covered by collective bargaining agreements. The
Company believes its relations with its employees are good.

The following table sets forth an approximate breakdown of the Company's
employees as of June 30, 1996.

<TABLE>
<CAPTION>
NUMBER
OF EMPLOYEES PERCENT
------------ -------
<S> <C> <C>
Nigeria................................................. 1,290 32%
Oman.................................................... 980 24
Pakistan................................................ 780 20
Venezuela............................................... 440 11
U.S. Construction....................................... 20 -
U.S. Engineering........................................ 440 11
U.S. Administration..................................... 80 2
Other Countries......................................... 20 -
----- ---
4,050 100%
===== ===
</TABLE>

EQUIPMENT

The Company owns and maintains a fleet of generally standardized
construction, transportation and support equipment and spare parts. In 1994
and 1995, expenditures for capital equipment and spare parts were $7.2 million
and $18.9 million, respectively. In addition, during 1994, the Company
acquired $4.6 million of equipment in connection with the acquisition of CAMSA
in Venezuela. At June 30, 1996, the Company's net book value of property,
plant, equipment and spare parts was $55.4 million. An estimated breakdown of
the Company's major capital equipment at December 31, 1995, is as follows:
heavy construction equipment, 690 units; transportation equipment, 890 units;
and support equipment, 3,300 units.

The Company believes the ownership of equipment is preferable to leasing to
ensure the equipment is available as needed. In addition, such ownership has
historically resulted in lower equipment costs. The Company attempts to obtain
projects that will keep its equipment fully utilized in order to increase

39
<PAGE>

profitability. All equipment is subject to scheduled maintenance to maximize
fleet readiness. The Company has maintenance facilities at Port Harcourt,
Nigeria; Azaiba, Oman; Maracaibo, Venezuela; and Broken Arrow, Oklahoma; as
well as temporary site facilities on major jobs to minimize downtime.

FACILITIES

The Company owns a 14 acre equipment yard/maintenance facility and an
adjoining 39 acre undeveloped industrial site at Broken Arrow, Oklahoma, a
short distance from Tulsa, Oklahoma. The Company also owns a 4.1 acre
commercial building site in Tulsa, which is currently for sale. In Venezuela,
the Company's offices and construction facilities are located on 15 acres of
land, which it owns, on the shores of Lake Maracaibo. The Company leases all
other facilities used in its operations, including corporate offices in
Panama; administrative and engineering offices in Tulsa, Oklahoma, and
Houston, Texas; and various office facilities, equipment sites and expatriate
housing units in England, Nigeria, Oman, Pakistan, Russia, Egypt, Kuwait,
Saudi Arabia and Indonesia. The aggregate lease payments made by the Company
for its facilities were $1.9 million in both 1994 and 1995.

INSURANCE AND BONDING

The Company maintains workers' compensation, employers' liability, general
liability, directors' and officers' liability, automobile liability, aircraft
liability, marine liability and excess liability insurance to provide benefits
to employees and to protect the Company against claims by third parties. Such
insurance is underwritten by A+ or better rated insurance companies (AM Best
rating as to claims paying ability) and, when possible, in loss-sensitive
plans with return premiums for favorable loss experience. The Company also
maintains physical damage insurance covering loss of or damage to Company
property on a worldwide basis, with special insurance covering loss or damage
caused by political or terrorist risks in locations where such coverage is
deemed prudent. Formal risk management and safety programs are maintained,
which have resulted in favorable loss ratios and cost savings. The Company
believes its risk management, safety and insurance programs are adequate to
meet its needs.

The Company is often required to provide surety bonds guaranteeing its
performance and/or financial obligations. The amounts of bonding available
depend upon experience and reputation in the industry, financial condition,
backlog and management expertise, among other factors. The Company maintains
relationships with two top-rated surety companies to provide surety limits.

LEGAL PROCEEDINGS

The Company is a party to a number of legal proceedings. The Company
believes that the nature and number of these proceedings are typical for a
firm of its size engaged in the Company's type of business and that none of
these proceedings is material to the Company's financial position.

GOVERNMENT REGULATIONS

General

40
<PAGE>

for its services. The Company's operations are also subject to the risk of
changes in foreign and domestic laws and policies which may impose
restrictions on the Company, including trade restrictions, which could have a
material adverse effect on the Company's operations. Other types of government
regulation which could, if enacted or implemented, adversely affect the
Company's operations include expropriation or nationalization decrees,
confiscatory tax systems, primary or secondary boycotts directed at specific
countries or companies, embargoes, extensive import restrictions or other
trade barriers, mandatory sourcing rules and unrealistically high labor rate
and fuel price regulation. The Company cannot determine to what extent future
operations and earnings of the Company may be affected by new legislation, new
regulations or changes in, or new interpretations of, existing regulations.

Environmental

The Company's operations are subject to numerous environmental protection
laws and regulations which are complex and stringent. The Company regularly
works in and around sensitive environmental areas such as rivers, lakes and
wetlands. Significant fines and penalties may be imposed for non-compliance
with environmental laws and regulations, and certain environmental laws
provide for joint and several strict liability for remediation of releases of
hazardous substances, rendering a person liable for environmental damage,
without regard to negligence or fault on the part of such person. In addition
to potential liabilities that may be incurred in satisfying these
requirements, the Company may be subject to claims alleging personal injury or
property damage as a result of alleged exposure to hazardous substances. Such
laws and regulations may expose the Company to liability arising out of the
conduct of operations or conditions caused by others, or for the acts of the
Company which were in compliance with all applicable laws at the time such
acts were performed. The Company is not aware of any non-compliance with any
environmental law that could have a material adverse effect on the Company's
business or operations.

41
<PAGE>

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY PERSONNEL

The following table sets forth certain information regarding the directors,
executive officers and key personnel of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Larry J. Bump.................. 56 Director, Chairman of the Board of
Directors, President, Chief Executive
Officer and Chief Operating Officer
Melvin F. Spreitzer(1)......... 58 Director, Executive Vice President, Chief
Financial Officer and Treasurer
Gary L. Bracken................ 59 Vice President; President and Chief
Executive Officer of Willbros Engineering
& Construction Limited
M. Kieth Phillips.............. 54 Vice President; President, Chief Executive
Officer and Chief Operating Officer of
Willbros International, Inc.
James R. Beasley............... 53 President, Chief Executive Officer and
Chief Operating Officer of Willbros
Engineers, Inc.
John N. Hove................... 48 General Counsel and Secretary
David L. Kavanaugh............. 48 Senior Vice President of Willbros
International, Inc.
Steve W. Shores................ 46 Senior Vice President of Willbros
Engineers, Inc.
Joel M. Gall................... 47 Vice President of Willbros International,
Inc.
Arthur J. West................. 52 Vice President of Willbros International,
Inc.
Adrian P. Wright............... 51 Vice President of Willbros International,
Inc.
Jack W. Jones.................. 59 Vice President of Willbros Engineers, Inc.
Robert L. Walker............... 64 Vice President and Chief Operating Officer
of Willbros Energy Services Company
Harold A. Weller............... 59 Vice President of Willbros Engineering &
Construction Limited
Carlos A. Atik................. 33 General Manager of Willbros Construction &
Engineering--Egypt, L.L.C.
Monica M. Bagguley............. 55 Director of Willbros (Overseas) Limited
Gordon D.M. Bishop............. 44 General Manager of Willbros Middle East,
Inc.--Pakistan Branch
Jack F. Furrh, Jr.............. 56 General Manager of The Oman Construction
Company, LLC
G. Patrick Riga................ 41 General Manager of Constructora CAMSA, C.A.
James K. Tillery............... 38 Managing Director of Willbros (Nigeria)
Limited
Guy E. Waldvogel(1)(2)(3)...... 59 Director
Bryan H. Lawrence(2)(3)........ 54 Director
Peter A. Leidel(1)(2)(3)....... 40 Director
</TABLE>

- --------
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
(3) Member of Stock Plan Committee.

42
<PAGE>

LARRY J. BUMP joined Willbros in 1977 as President and Chief Operating
Officer and was elected to the Board of Directors. He was named Chief
Executive Officer in 1980 and elected Chairman of the Board of Directors in
1981. He served as Chairman of the Board of Directors and Chief Executive
Officer of Heerema Holding Company, Inc. ("HHC"), a major marine engineering,
fabrication and installation contractor, the parent corporation of Heerema, in
Geneva, Switzerland, from 1985 to 1988 while he continued his duties with
Willbros. Mr. Bump continues to serve as a Director of HHC and Heerema. He has
over 32 years international experience in pipeline construction and
contracting industries, all of which were in management positions.

MELVIN F. SPREITZER joined Willbros in 1974 as Controller and was elected
Vice President of Finance in 1978. He was elected Executive Vice President,
Chief Financial Officer and Treasurer in 1987, and a Director in 1992. He was
also Secretary from 1987 to 1996. He has over 20 years of corporate finance
experience and is responsible for all phases of financial management of the
Company.

GARY L. BRACKEN joined Willbros in 1960 as an engineer and has served the
Company for over 33 years, excluding a brief period from 1972 through 1974
when he was employed by another major U.S. pipeline contractor. He rejoined
Willbros in 1975 and was promoted to Vice President in 1978. He was elected
Executive Vice President of Willbros Energy Services Company ("WESCO") in 1982
and served as its President from 1988 to 1990. In 1990, Mr. Bracken was
elected Chairman of the Board of Directors and Chief Executive Officer of
Willbros Engineers, Inc. ("WEI") and served in those capacities through 1992.
In late 1992, he was elected President and Chief Executive Officer of Willbros
Engineering & Construction Limited ("WECL").

M. KIETH PHILLIPS joined Willbros in 1978 as Vice President. He was elected
Vice President of Willbros International, Inc. ("WII") in 1979 and was
promoted to Senior Vice President of WII in 1980, Executive Vice President of
WII in 1983, President and Chief Operating Officer of WII in 1988 and Chief
Executive Officer of WII in 1990. Most of his more than 28 years experience in
the pipeline construction industry has been international and in management
positions.

JAMES R. BEASLEY joined Willbros in 1981 when WEI was acquired. He was
elected Vice President of WEI in 1981, Senior Vice President and General
Manager of WEI in 1982, President and Chief Operating Officer of WEI in 1986
and Chief Executive Officer of WEI in 1993. Mr. Beasley has more than 25 years
of experience in pipeline engineering and operations.

JOHN N. HOVE became General Counsel of Willbros in 1991. He was elected
Secretary of Willbros in 1996. He has more than 24 years experience as a
lawyer and has provided legal assistance to Willbros since 1973. Prior to
1991, he was a shareholder in a law firm in Tulsa, Oklahoma, where he
concentrated his practice on international business transactions.

DAVID L. KAVANAUGH joined Willbros in 1977 as an engineer assigned to Saudi
Arabia. From 1979 until 1988, he served as Project Engineer and Project
Manager in Nigeria. From 1988 to 1991, he managed construction projects in
Gabon and Colombia. In 1991, he was elected Vice President of WII, and in 1995
he was promoted to Senior Vice President of operations and business
development for WII. Mr. Kavanaugh has over 25 years of pipeline construction
experience.

STEVE W. SHORES joined Willbros in 1981 when WEI was acquired. He was
elected Vice President of WEI in 1986 and Senior Vice President of WEI in
1991. Mr. Shores has over 20 years of pipeline engineering experience.

JOEL M. GALL joined Willbros in 1978 as an Office Manager in the Middle
East. He was transferred to Nigeria in 1979 where he served as Administrative
Manager, General Manager and Managing Director until 1991 when he was elected
Vice President of WII. Since 1994, he has been responsible for business
development activities in Southeast Asia. Mr. Gall has over 25 years of
experience in the international pipeline construction industry.

43
<PAGE>

ARTHUR J. WEST joined Willbros in 1962 in North Africa. In 1988, he became
Vice President of Willbros Middle East, Inc. ("WMEI") and, in 1992, he was
elected Vice President of WII and became responsible for business development
and operations for WMEI in the Middle East. Mr. West has over 30 years
experience in pipeline construction in the areas of administrative and project
management.

ADRIAN P. WRIGHT joined Willbros in 1973 as an engineer assigned to Algeria.
From 1974 until 1982, he served as Project Engineer and Project Manager in
Nigeria. From 1982 to 1992, he served as Project Manager in Oman, Colombia and
the United States. In 1992, Mr. Wright was elected Vice President of WII, and
he is currently responsible for WII's estimating and technical services.

JACK W. JONES joined Willbros in 1983. He was elected Vice President of WEI
in 1991 and was assigned as General Manager of Willbros' Houston office in
1994. Mr. Jones has over 35 years of pipeline engineering experience.

ROBERT L. WALKER joined Willbros in 1981 as Vice President of U.S.
construction operations for WESCO. Prior to joining Willbros, Mr. Walker was
in project management on the Trans-Alaskan Pipeline System and was Operations
Vice President for a major U.S. contractor. In 1990, he was appointed Chief
Operating Officer of WESCO. Mr. Walker has nearly 35 years experience in
pipeline construction in the areas of estimating, planning, administration and
management.

HAROLD A. WELLER joined Willbros in 1975. From 1976 to 1979, he was Project
Director on a project to design and supply gas compressor stations for a gas
pipeline system in western Siberia. In 1979, he left Willbros to join a major
gas compressor manufacturer until 1984. Following that he operated a private
consulting business until 1991. In 1991, he returned to Willbros as Director
of Business Development for Willbros (Overseas) Limited ("WOL"). In 1994, he
was elected Vice President of WECL. Mr. Weller has over 35 years experience in
the engineering and management of petrochemical, oil refinery and pipeline
projects in the oil and gas industry.

CARLOS A. ATIK joined Willbros in 1991 as an assistant Project Manager in
Egypt. He assumed the duties of Project Manager in 1992 and continued in that
role until 1995 when he was named General Manager of Willbros Construction &
Engineering--Egypt, L.L.C. Mr. Atik has over 11 years of engineering and
construction experience in Africa and the Middle East.

MONICA M. BAGGULEY joined WOL in 1974. Since 1985, she has served as
Director of Personnel and Purchasing for WOL. Ms. Bagguley has over 20 years
experience in international personnel management and project procurement.

GORDON D.M. BISHOP joined Willbros in 1976 as Senior Surveyor. He has 19
years experience in pipeline construction at various levels of engineering and
project management capacities in Iran, Nigeria and Oman. He is currently
Project Manager of a major turnkey pipeline construction project in Pakistan.

JACK F. FURRH, Jr. joined Willbros in 1981 as Administrative Manager. He
left Willbros in 1986 to operate his own business. In 1990, he rejoined the
Company as Project Manager and in 1991 he was promoted to General Manager of
The Oman Construction Company, LLC. He has over 25 years experience in the
energy-related industry in contracts, safety and administrative management.

G. PATRICK RIGA joined Willbros in 1981 in Oman as a warehouseman. From 1985
to 1988, he served in administrative capacities in Colombia and Ecuador. From
1989 until 1994, he was employed by HDI, a horizontal drilling company. He
rejoined the Company in 1994 as Assistant General Manager in Venezuela and, in
1995, was promoted to General Manager of Constructora CAMSA, C.A. Mr. Riga has
over 17 years experience in the pipeline industry, including operations,
quality control and administrative management.

44
<PAGE>

JAMES K. TILLERY joined Willbros in 1983 as a field engineer. He has over 15
years experience as an Engineer and Project Manager working in both U.S. and
international pipeline construction. In 1995, he was named Managing Director
of Willbros (Nigeria) Limited.

GUY E. WALDVOGEL has been a Director of Willbros since 1990. He has been the
Management Consultant of Business and Corporate Strategy of Heerema and HHC
since 1990 and also currently serves as Chief Financial Officer and as a
director of Heerema. He was formerly Senior Executive Vice President of
Societe Generale De Surveillance, a leading international cargo inspection
firm. Mr. Waldvogel also serves as a director of Renaissance Group, Inc., Bank
Julius Baer (a Swiss public company) and PetitJean S.A. (a French public
company).

BRYAN H. LAWRENCE has been a Director of the Company since 1992. He has been
employed by Dillon Read since 1966 and is currently a Managing Director. Mr.
Lawrence also serves as a Director of D & K Wholesale Drug, Inc., Hallador
Petroleum Company, TransMontaigne Oil Company, Vintage Petroleum, Inc., Benson
Petroleum Ltd. (a Canadian public company) and certain non-public companies in
the energy industry in which affiliates of Dillon Read hold equity interests.

PETER A. LEIDEL has been a Director of the Company since 1992. He has been
employed continously by Dillon Read since 1983 and is currently a Senior Vice
President of Dillon Read.

Messrs. Bump, Spreitzer, Waldvogel, Lawrence and Leidel currently serve as
directors of the Company pursuant to a Stockholders Agreement among certain
stockholders of the Company owning a majority of the outstanding shares of
Common Stock and Preferred Stock of the Company. This Stockholders Agreement
will automatically terminate upon the effectiveness of the Registration
Statement of which this Prospectus is a part. It is expected that all of these
individuals will continue as directors of the Company following the Offering.

In May 1996, the Articles of Incorporation of the Company were amended and
restated to provide for a classified Board of Directors consisting of three
approximately equal classes. The terms of office of those directors in the
first class (Messrs. Spreitzer and Leidel) expire in 1997, of those in the
second class (Mr. Lawrence) in 1998, and of those in the third class (Messrs.
Bump and Waldvogel) in 1999. The directors of the class elected at each annual
meeting of stockholders hold office for a term of three years. Following
consummation of the Offering, the Company intends to appoint one or more
additional non-employee directors to the Board of Directors. Officers are
elected annually by, and serve at the discretion of, the Board of Directors.

COMPENSATION OF DIRECTORS

Members of the Board of Directors, including employee directors, do not
currently receive compensation for their services as directors other than
reimbursement for expenses incurred in attending meetings. Following the
closing of the Offering, the Company intends to pay its non-employee directors
an annual retainer of $18,000 plus a fee of $1,000 per meeting for attending
meetings of the Board of Directors and any committee thereof. Non-employee
directors will automatically receive non-qualified stock options under the
Willbros Group, Inc. Director Stock Plan (the "Director Plan") upon or
following the effectiveness of the Registration Statement of which this
Prospectus is a part. Under the Director Plan, an initial option to purchase
up to 5,000 shares of Common Stock will be granted to each existing non-
employee director on the date of the effectiveness of the Registration
Statement of which this Prospectus is a part and to each new non-employee
director on the date such director is elected or appointed to the Board of
Directors. Each non-employee director will also receive annually an option to
purchase 1,000 shares of Common Stock on the annual anniversary of the date on
which such director received an initial option and on each succeeding annual
anniversary of such date during the period of such director's incumbency. Upon
effectiveness of the Registration Statement of which this Prospectus is a
part, Messrs. Waldvogel, Lawrence and Leidel will each receive an option to
purchase 5,000 shares of Common Stock plus an option

45
<PAGE>

to purchase 1,000 shares of Common Stock for each year of prior service as a
director of the Company. The option exercise price of each option granted
under the Director Plan is equal to the fair market value of the Common Stock
on the date of grant. A total of 125,000 shares of Common Stock is available
for issuance under the Director Plan.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has a standing Compensation Committee, Audit
Committee, Stock Plan Committee and several other committees.

The Compensation Committee is composed of Messrs. Leidel, Waldvogel and
Spreitzer. The Compensation Committee reviews and takes final action for and
on behalf of the Board of Directors with respect to compensation, bonus,
incentive and benefit provisions for the officers of the Company and its
subsidiaries. The Compensation Committee meets at such times as may be deemed
necessary by the Board of Directors or the Compensation Committee. There were
two meetings of the Compensation Committee during 1995.

The recently established Audit Committee is composed of Messrs. Waldvogel,
Lawrence and Leidel, all of whom are non-employee directors of the Company.
The Audit Committee, which has not convened to date, will recommend to the
full Board of Directors the firm to be appointed each year as independent
auditors of the Company's financial statements and to perform services related
to the completion of such audit. The Audit Committee also has the
responsibility to (a) review the scope and results of the audit with the
independent auditors, (b) review with management and the independent auditors
the Company's interim and year-end financial condition and results of
operations, (c) consider the adequacy of the internal accounting, bookkeeping
and other control procedures of the Company, and (d) review any non-audit
services and special engagements to be performed by the independent auditors
and consider the effect of such performance on the auditors' independence. The
Audit Committee will also review at least once each year, the terms of all
material transactions and arrangements, if any, between the Company and its
directors, officers and affiliates.

The recently established Stock Plan Committee, which has not convened to
date, is composed of Messrs. Waldvogel, Lawrence and Leidel, and administers
the Company's 1996 Stock Plan. See "--1996 Stock Plan."

Certain members of the Board of Directors and others also constitute a
Retirement Plans Committee and a Medical Plan Committee, which oversee the
administration of such plans.

LIMITATIONS ON THE LIABILITY OF DIRECTORS AND INDEMNIFICATION MATTERS

Article 64 of the General Corporation Law of Panama (the "PGCL") provides
that directors shall be liable to creditors of the Company for authorizing a
dividend or distribution of assets with knowledge that such payments impair
the Company'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
Company's obligations, except for liability to the Company and third parties
for the effectiveness of the payments to the Company 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.

46
<PAGE>

directors, officers and agents, such liability may be released 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 of
Incorporation or By-laws of the Company or in a contract entered into between
the Company 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 Company 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 Company's Panamanian counsel has
advised the Company 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 Company's Restated Articles of Incorporation release
directors from personal liability to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director and authorize the
Company's Board of Directors to adopt By-laws or resolutions to this effect or
to cause the Company to enter into contracts providing for limitation of
liability and for indemnification of directors, officers and agents.

The Company's Restated By-laws provide for indemnification of directors and
officers of the Company to the fullest extent permitted by, and in the manner
permissible under, the laws of the Republic of Panama. The Company 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 Company's directors and officers to the fullest extent
(whether partial or complete) permitted by the laws of the Republic of Panama.
The Company also carries directors' and officers' liability insurance to
defray costs of a suit or proceeding against an officer or director.

47
<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to the
compensation of the Company's Chief Executive Officer and each of the
Company's four other most highly compensated executive officers, based on
salary and bonus earned during fiscal 1995, for services in all capacities to
the Company and its subsidiaries during fiscal 1995.

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------- --------------------- ---------
SECURITIES
RESTRICTED UNDERLYING LONG-TERM
OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($) (#)(3) ($) ($)(4)
------------------ ---- ------- ------- ------------ ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry J. Bump........... 1995 328,000 539,223 38,100 -0- 30,000 -0- 6,000
Chairman, President and
Chief Executive Officer
Gary L. Bracken......... 1995 197,000 323,855 11,430 -0- 9,000 -0- 9,500
President of Willbros
Engineering &
Construction Limited
M. Kieth Phillips....... 1995 197,000 323,924 11,430 -0- 9,000 -0- 9,500
President of Willbros
International, Inc.
Melvin F. Spreitzer..... 1995 175,500 288,456 11,430 -0- 9,000 -0- 9,500
Executive Vice
President and Chief
Financial Officer
James R. Beasley........ 1995 129,000 86,094 5,715 -0- 4,500 -0- 9,500
President of Willbros
Engineers, Inc.
</TABLE>
- --------
(1) Consists primarily of compensation paid under management incentive
compensation plans.
(2) Consists of the realizable value (on the date of exercise) of shares of
Common Stock purchased upon exercise of non-qualified stock options due to
exercise price being below fair market value on the date of grant. Does
not include the value of perquisites and other personal benefits because
the aggregate amount of such compensation, if any, does not exceed the
lesser of $50,000 or 10% of the total amount of annual salary and bonus
for any named individual.
(3) Consists solely of options to acquire shares of Common Stock.
(4) Consists of Company contributions to the Company's (a) Investment Plan in
the amount of $6,000 each for Messrs. Bump, Bracken, Phillips, Spreitzer
and Beasley, and (b) Executive Life Plan in the amount of $3,500 each for
Messrs. Bracken, Phillips, Spreitzer and Beasley.

48
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information with respect to options
granted to the named executive officers of the Company during fiscal 1995. The
Company has never granted any stock appreciation rights.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE
UNDERLYING SARS MARKET AT ASSUMED ANNUAL RATES
OPTIONS/ GRANTED TO PRICE OF STOCK PRICE APPRECIATION
SARS EMPLOYEES EXERCISE OR ON DATE FOR OPTION TERM(3)
GRANTED IN FISCAL BASE PRICE OF GRANT EXPIRATION -----------------------------
NAME (#)(1) YEAR ($/SH) ($/SH)(2) DATE 0%($) 5%($) 10%($)
---- ---------- ---------- ----------- --------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry J. Bump........... 30,000 15.4 3.83 5.10 11-8-95 38,100 38,100 38,100
Gary L. Bracken......... 9,000 4.6 3.83 5.10 11-8-95 11,430 11,430 11,430
M. Kieth Phillips....... 9,000 4.6 3.83 5.10 11-8-95 11,430 11,430 11,430
Melvin F. Spreitzer..... 9,000 4.6 3.83 5.10 11-8-95 11,430 11,430 11,430
James R. Beasley........ 4,500 2.3 3.83 5.10 11-8-95 5,715 5,715 5,715
</TABLE>
- --------
(1) Consists solely of options to acquire shares of Common Stock. The options
were granted for a term of eight days, subject to earlier termination in
certain events related to termination of employment, and were exercisable
in full on the date of grant. The option exercise price may be paid in
cash or in cash and a promissory note.
(2) The market price of shares of Common Stock has been determined in the past
by the Company's Board of Directors considering all relevant factors,
including the Company's book value, in accordance with the Company's stock
ownership plans.
(3) Potential realizable value illustrates the value that might be realized
upon exercise of the options immediately prior to the expiration of their
term. The 0% column represents the realizable value on the date of the
grant due to the exercise price being below the market price on the grant
date. The values in the 5% and 10% columns do not significantly appreciate
due to the limited term of the options (which was eight days from the date
of grant).

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table sets forth certain information with respect to options
exercised by the named executive officers of the Company during fiscal 1995,
and the number and value of unexercised options held by such executive
officers at the end of the fiscal year. The Company has never granted any
stock appreciation rights.

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY
ACQUIRED UNDERLYING UNEXERCISED OPTIONS/SARS AT FY-END
ON VALUE OPTIONS/SARS AT FY-END(#) ($)(1)
EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry J. Bump........... 30,000 38,100 -0- -0- -0- -0-
Gary L. Bracken......... 9,000 11,430 -0- -0- -0- -0-
M. Kieth Phillips....... 9,000 11,430 -0- -0- -0- -0-
Melvin F. Spreitzer..... 9,000 11,430 -0- -0- -0- -0-
James R. Beasley........ 4,500 5,715 -0- -0- -0- -0-
</TABLE>
- --------
(1) Market value of the underlying securities at exercise date or fiscal year-
end, as the case may be, minus the option exercise price.

49
<PAGE>

PENSION PLAN TABLE

The following table sets forth estimated annual lifetime retirement benefits
payable to eligible employees (including the persons named in the Summary
Compensation Table) under the Company's qualified retirement and non-qualified
benefit restoration plans in the specified compensation and years of service
classifications following retirement at age 65.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL LIFETIME RETIREMENT BENEFITS FOR
AVERAGE YEARS OF SERVICE INDICATED
ANNUAL -------------------------------------------------
EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
-------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$125,000.................. $ 33,923 $ 45,165 $ 56,505 $ 67,748 $ 79,088
150,000.................. 41,248 54,915 68,705 82,373 96,163
175,000.................. 48,573 64,665 80,905 96,998 113,238
200,000.................. 55,898 74,415 93,105 111,623 130,313
300,000.................. 85,198 113,415 141,905 170,123 198,613
400,000.................. 114,498 152,415 190,705 228,623 266,913
600,000.................. 173,098 230,415 288,305 345,623 403,513
</TABLE>

The years of credited service for the persons named in the Summary
Compensation Table as of December 31, 1995, are: Larry J. Bump, 18 years; Gary
L. Bracken, 20 years; M. Kieth Phillips, 17 years; Melvin F. Spreitzer, 21
years; and James R. Beasley, 14 years. Amounts shown in the Pension Plan Table
are straight life annuities for years of service classifications listed. The
Pension Plan is an "excess" plan and is not offset by receipt of Social
Security benefits or any other amounts.

The Company maintains multiple contributory retirement plans for all
eligible employees (excluding nonresident aliens, union members, and certain
temporary and contract employees). Participants who retire at age 65 are
entitled to receive retirement benefits determined on the basis of a formula
reflecting years of credited service multiplied by a percentage of the final
average salary. The final average salary is derived from base salary and
annual bonus received in the highest-paid five consecutive years during the
participant's total years of service with Willbros.

Benefits are nonforfeitable when a participant completes five years of
vesting service. Benefits may commence when a participant reaches the later of
Normal Retirement Date (age 65) or the five-year anniversary of the
participation date. Reduced benefits may commence upon a participant's
attaining age 55 and five years of participation. Multiple joint and survivor
benefit options are available to married participants.

Contributions are made by the Company based on the actuarially determined
cost of accrued retirement benefits, subject to statutory limits. Employee
contributions are 2% of compensation up to the limit imposed under Section
401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code").
Employee contributions and interest may be distributed upon the participant's
request at termination or retirement, resulting in a reduced annuity for
vested participants.

In addition to the qualified retirement plans, the Company maintains an
Executive Benefit Restoration Plan ("EBRP") to partially restore retirement
benefits to its top five officers. Benefit reductions resulting from statutory
limits will be partially replaced in the form of a lump sum benefit, according
to the plan, which limits the amount of compensation to be used in calculating
the restoration benefit to 150% of the participant's base salary. The Company
makes an annual, actuarially calculated contribution to an irrevocable trust
for future distributions from the EBRP. The EBRP is administered by the
Company's Retirement Plans Committee appointed by the Company's Board of
Directors.

50
<PAGE>

1996 STOCK PLAN.

General. Effective May 21, 1996, the Company established the Willbros Group,
Inc. 1996 Stock Plan (the "1996 Plan"), the purpose of which is to strengthen
the ability of the Company to attract and retain well-qualified executive and
managerial personnel and to encourage stock ownership by such personnel in
order to increase their proprietary interest in the Company's success. The
1996 Plan provides for awards to key employees of the Company, including
officers and directors who are also employees of the Company. The total amount
of Common Stock currently authorized and reserved for issuance under the 1996
Plan is 1,125,000 shares. No awards have been granted under the 1996 Plan.

The 1996 Plan provides that during any calendar year, no participant may be
granted awards with respect to more than 150,000 shares, subject to certain
adjustments. The stock issuable under the 1996 Plan may be authorized and
unissued shares or treasury shares. If any shares subject to any award are
forfeited or payment is made in a form other than shares or the award
otherwise terminates without payment being made, the shares subject to such
awards will again be available for issuance under the 1996 Plan. In addition,
the number of shares deemed to be issued under the 1996 Plan upon exercise of
a stock option will be reduced by the number of shares surrendered in payment
of the exercise or purchase price of such stock option.

The 1996 Plan is administered by the Stock Plan Committee of the Board of
Directors (the "Committee"). The members of the Committee are not eligible for
awards under the 1996 Plan. The Committee is authorized to determine plan
participants, the types and amounts of awards to be granted and the terms,
conditions and provisions of awards, prescribe forms of award agreements,
interpret the 1996 Plan, establish, amend and rescind rules and regulations
relating to the 1996 Plan and make all other determinations which may be
necessary or advisable for the administration of the 1996 Plan. The Committee
has not made a determination as to the number of employees currently eligible
for consideration as participants in the 1996 Plan.

Summary of Awards. The 1996 Plan permits the granting of any or all of the
following types of awards: (a) stock options, (b) stock appreciation rights
("SARs"), and (c) restricted stock. Generally, awards under the 1996 Plan are
granted for no consideration other than prior and future services. Awards
granted under the 1996 Plan may, in the discretion of the Committee, be
granted alone or in addition to, in tandem with or in substitution for any
other award under the 1996 Plan or other plan of the Company. Such grants
could include grants of options after a decline in the market price of the
Common Stock in substitution for previously granted options having a higher
exercise price.

Stock options granted pursuant to the 1996 Plan may, at the discretion of
the Committee, be either incentive stock options ("ISOs"), within the meaning
of Section 422 of the Code, or non-qualified stock options. The exercise price
of an ISO may not be less than the fair market value of the Common Stock on
the date of grant (or 110 percent of such fair market value in the case of
ISOs granted to employees who possess more than 10 percent of the combined
voting power of all classes of stock of the Company). In the case of non-
qualified stock options, the exercise price shall be as determined by the
Committee in its sole discretion, except that it shall not be less than 85
percent of the fair market value of the Common Stock on the date of grant.
Options granted pursuant to the 1996 Plan are exercisable in whole or in part
at such time or times as may be determined by the Committee, except that ISOs
may not be exercised after the expiration of 10 years from the date granted.
Generally, options may be exercised by the payment of cash, promissory notes,
stock or a combination thereof.

Any SARs granted under the 1996 Plan will give the holder the right to
receive cash or stock in an amount equal to the difference between the fair
market value of a share of Common Stock on the date of exercise and the grant
price. The grant price of an SAR is determined by the Committee but may not be
less than the fair market value of a share of Common Stock on the date of
grant. Methods of exercise and settlement and other terms of SARs are
determined by the Committee.

51
<PAGE>

The Committee may award restricted stock, generally consisting of shares
which may not be disposed of by participants until certain restrictions
established by the Committee lapse. Such restrictions may lapse in whole or in
installments as the Committee determines. A participant receiving restricted
stock will have all of the rights of a stockholder of the Company, including
the right to vote the shares and the right to receive any dividends, unless
the Committee otherwise determines. Upon termination of employment during the
restriction period, restricted stock will be forfeited, subject to such
exceptions, if any, as are authorized by the Committee.

Awards are not transferable other than by will or the laws of descent and
distribution. In the event of any change affecting the shares of Common Stock
by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares, or other corporate
change or any distributions to Common Stock holders, the Committee may make
such substitution or adjustment in the aggregate number or kind of shares
which may be distributed under the 1996 Plan and in the number, kind and
exercise, grant or purchase price of shares subject to the outstanding awards
granted under the 1996 Plan, or make provisions for a cash payment relating to
any award, as it deems to be appropriate in order to maintain the purpose of
the original grant.

Amendment to and Termination of the 1996 Plan. The Board of Directors may
amend, alter, suspend, discontinue or terminate the 1996 Plan without the
consent of stockholders or participants, except that stockholder approval of
such action will be sought if such approval is required by any federal or
state law or regulation, or if the Board of Directors in its discretion
determines that obtaining such stockholder approval is advisable. Unless
earlier terminated by the Board of Directors, the 1996 Plan will terminate
when no shares remain reserved and available for issuance, and the Company has
no further obligation with respect to any award granted under the 1996 Plan.

Change of Control. In the event of a Change of Control of the Company, as
defined in the 1996 Plan, all outstanding awards under the 1996 Plan,
regardless of any limitations or restrictions, become fully exercisable and
freed of all restrictions.

EMPLOYMENT AGREEMENTS

Effective January 1, 1996, the Company entered into Employment Agreements
with Messrs. Bump, Spreitzer, Phillips and Bracken, which remain in effect
until December 31, 1998. Each such employee receives an annual base salary
equal to his total annual base salary then in effect, which may be increased,
but not decreased, upon direction from the Board of Directors of that
employee's employer. Each agreement provides for salary adjustments for cost
of living increases; the payment of bonuses at the discretion of such Board of
Directors; and the eligibility to participate during calendar years 1996
through 1998 in the Willbros USA, Inc. Management Incentive Plan, dated
January 1, 1996. Each agreement contains a confidentiality provision which
would be in effect for two years after termination of the employee's
employment, as well as a non-competition provision with which the employee's
employer has the right to require compliance for two years from the date of
termination of employment or retirement. Each agreement also contains change
of control provisions whereby if the employee's employment is terminated for
any reason within 12 months of the occurrence of a change of control of the
Company or if following a change of control of the Company the employee's
employment is not continued upon expiration of the current employment
agreement term, such employee will be entitled to elect to receive a severance
payment equal to the sum of (a) three times his base salary then in effect,
(b) three times the average incentive payment earned for the three years
preceding the termination of employment, (c) an early retirement discount
reduction, and (d) a tax recovery payment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1995, Melvin F. Spreitzer, an executive officer of the Company, was a
member of the Compensation Committee and participated in deliberations
concerning executive officer compensation. The other two members of the
Compensation Committee, Guy E. Waldvogel and Peter A. Leidel, are non-employee
directors of the Company.

52
<PAGE>

subordinated notes, representing the right to acquire 12,000 shares of the
Company's Preferred Stock in the aggregate, were exercised. Such notes and
warrants were issued by the Company in 1992 for an aggregate consideration of
$10 million cash in order to finance, in part, the purchase of the Company
from Heerema and were held by the Yorktown and Concord Investors, which
consist of affiliates of Dillon Read, Heerema and certain members of the
Company's management, including Mr. Spreitzer. Prior to the effectiveness of
the Registration Statement of which this Prospectus is a part, such shares of
Preferred Stock will be converted into 360,000 shares of Common Stock. Mr.
Waldvogel is a director of Heerema, and Mr. Leidel is a Senior Vice President
of Dillon Read.

On May 25, 1994, a subsidiary of the Company completed the acquisition of
CAMSA, a Venezuelan company, from an affiliate of Heerema for a purchase price
of $7.3 million in cash. Funding for this acquisition was provided by cash
reserves of the Company and no borrowings were utilized. CAMSA is the parent
company of Inversiones CAMSA, C.A., which in turn has three operating
subsidiaries: Constructora CAMSA C.A.; "ESCA" Equipment Service Compania
Anonima; and Pretensado S.A. The Company also received a $2.5 million
indemnity from the seller against certain defined items including unrecorded
liabilities. Heerema guaranteed the seller's performance under the indemnity.
During 1995, pursuant to provisions of the seller's indemnity, the Company
received $1.5 million, in consideration for which it released the seller and
Heerema from any further liability under the indemnity. The amount received
($1.5 million) was recorded as a reduction of costs. Mr. Waldvogel is a
director of Heerema.

Since January 1, 1993, Mr. Spreitzer, an executive officer of the Company,
has been indebted to the Company in amounts in excess of $60,000. The largest
amount of such indebtedness outstanding during such period was $143,730. This
indebtedness bears no interest and the outstanding balance of such
indebtedness as of July 31, 1996, was $143,730. This indebtedness was incurred
in connection with the exercise of options to purchase Common Stock and
Preferred Stock of the Company.

CERTAIN TRANSACTIONS

On May 25, 1994, a subsidiary of the Company completed the acquisition of
CAMSA, a Venezuelan company from an affiliate of Heerema. Mr. Bump is a
director of Heerema and HHC, and Mr. Waldvogel is a director of Heerema. See
"Management--Compensation Committee Interlocks and Insider Participation."

Since January 1, 1993, certain executive officers of the Company have been
indebted to the Company in amounts in excess of $60,000 under various notes.
Such notes were issued to evidence certain loans by the Company to such
officers in connection with the purchase of shares of Common Stock and
Preferred Stock pursuant to certain management and employee stock ownership
plans. No shares will be sold in the future under these plans.The following
table sets forth, as to the persons shown, the largest amounts of their
indebtedness outstanding during such period, the interest rates, the final
maturity dates and the outstanding balances of such indebtedness as of July
31, 1996:

<TABLE>
<CAPTION>
LARGEST FINAL OUTSTANDING
AMOUNT OF INTEREST MATURITY BALANCE AT
NAME INDEBTEDNESS RATE DATE JULY 31, 1996
---- ------------ -------- -------------- -------------
<S> <C> <C> <C> <C>
Larry J. Bump............... $493,181 0% April 15, 2000 $493,181
Gary L. Bracken............. 143,730 0 April 15, 2000 143,730
M. Kieth Phillips........... 143,730 0 April 15, 2000 143,730
Melvin F. Spreitzer......... 143,730 0 April 15, 2000 143,730
James R. Beasley............ 93,645 0 April 15, 2000 71,160
</TABLE>

On September 30, 1993, certain subordinated notes of the Company, in an
aggregate principal amount of $10 million, were prepaid in full, and certain
warrants which had been issued in connection with such subordinated notes,
representing the right to acquire 12,000 shares of the Company's Preferred
Stock in the aggregate, were exercised. See "Management--Compensation
Committee Interlocks and Insider Participation."

53
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the date of this Prospectus, and
as adjusted to reflect the sale by the Selling Stockholders of the shares of
Common Stock offered hereby, by (a) each person who is known by the Company to
own beneficially more than five percent of the outstanding shares of Common
Stock, (b) each director of the Company, (c) each of the executive officers of
the Company named in the Summary Compensation Table, (d) all executive
officers and directors of the Company as a group, and (e) each Selling
Stockholder. Except as otherwise indicated, the Company believes that the
beneficial owners of the Common Stock listed below, based on information
furnished by such owners, have sole investment and voting power with respect
to such shares.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BENEFICIALLY
OFFERING(1) NUMBER OWNED AFTER OFFERING(1)
--------------------------- OF SHARES --------------------------------
BENEFICIAL OWNERS NUMBER PERCENT OFFERED NUMBER PERCENT(2)
----------------- ------------ ---------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Heerema Holding Construction,
Inc. (3).................... 4,964,520 35.8% 4,964,520 -- -- %
Yorktown Energy Partners,
L.P.; Concord Partners II,
L.P.; et al (4)............. 4,223,040(5) 30.5 1,035,480(6) 3,187,560(7) 23.0
Larry J. Bump (8)(9)......... 1,006,590(10) 7.3 -- 1,006,590(10) 7.3
Melvin F. Spreitzer.......... 257,100(11) 1.9 -- 257,100(11) 1.9
Bryan H. Lawrence (12)....... -- -- -- -- --
Guy E. Waldvogel (9)......... -- -- -- -- --
Peter A. Leidel (13)......... -- -- -- -- --
M. Kieth Phillips............ 255,300(14) 1.8 -- 255,300(14) 1.8
Gary L. Bracken.............. 257,100(15) 1.9 -- 257,100(15) 1.9
James R. Beasley............. 67,500 * -- 67,500 *
All executive officers and
directors as a group
(8 people)
(9)(10)(11)(12)(13)(14)(15).. 1,843,590 13.3 -- 1,843,590 13.3
</TABLE>
- -------
*Less than 1%.
(1) Assumes conversion of all outstanding shares of Preferred Stock into
Common Stock prior to the effectiveness of the Registration Statement of
which this Prospectus is a part.
(2) Assumes no exercise of the Underwriters' over-allotment option.
(3) Heerema's address is 5 rue Pedro-Meylan, 1208 Geneva, Switzerland.
Heerema is a wholly owned subsidiary of Heerema Holding Company, Inc., a
Panama corporation ("HHC").
(4) The stockholders' address is 535 Madison Avenue, New York, New York
10022.
(5) Consists of (a) 3,324,120 shares held by Yorktown Energy Partners, L.P.
("Yorktown"), a private equity fund managed by Dillon Read; (b) 651,600
shares held by Concord Partners II, L.P. ("Concord II"), a private
venture capital fund managed by Dillon Read; (c) 96,240 shares held by
Concord Partners Japan Limited ("Concord Japan"), a private venture
capital fund managed by Dillon Read; (d) 146,130 shares held by Dillon
Read as agent for certain related persons; and (e) 4,950 shares held by
Lexington Partners IV, L.P. ("Lexington"), a private investment fund for
certain Dillon Read affiliated persons and managed by Dillon Read. These
investors are referred to in this Prospectus as the "Yorktown and Concord
Investors."
(6) Consists of 845,310 shares being offered by Yorktown, 165,700 shares
being offered by Concord II and 24,470 shares being offered by Concord
Japan.
(7) Consists of (a) 2,478,810 shares held by Yorktown, (b) 485,900 shares
held by Concord II, (c) 71,770 shares held by Concord Japan, (d) 146,130
shares held by Dillon Read as agent for certain affiliated persons, and
(e) 4,950 shares held by Lexington.
(8) The stockholder's address is 2431 East 61st Street, Suite 700, Tulsa,
Oklahoma 74136-1267.
(9) Mr. Bump is a director of Heerema and HHC, and Mr. Waldvogel is a
director of Heerema. They disclaim beneficial ownership of the shares of
Common Stock held by Heerema.
(10) Includes 420,000 shares held in a family limited partnership in which Mr.
Bump is the sole general partner.
(11) Includes 40,000 shares held in a family limited partnership in which Mr.
Spreitzer is the sole general partner.
(12) Dillon Read, which manages Yorktown, holds for Mr. Lawrence 18,618 shares
of Common Stock. Mr. Lawrence does not have voting or investment power
with respect to such shares. Mr. Lawrence is a Managing Director of
Dillon Read.
(13) Mr. Leidel is a Senior Vice President of Dillon Read which is responsible
for managing Yorktown, Concord II and Concord Japan, which hold 4,071,960
shares of Common Stock in the aggregate. He is also a partner in Concord
II. Mr. Leidel disclaims beneficial ownership of the shares of Common
Stock owned by such funds.
(14) Includes 132,360 shares held in a family limited partnership in which Mr.
Phillips is the sole general partner.
(15) Includes 32,100 shares held in a family limited partnership in which Mr.
Bracken is the sole general partner.

54
<PAGE>

DESCRIPTION OF CAPITAL STOCK

Under the Company's Restated Articles of Incorporation (the "Company's
Charter"), the Company is currently authorized to issue (a) 35,000,000 shares
of Common Stock, par value $.05 per share; (b) 362,000 shares of Preferred
Stock, par value $100.00 per share; and (c) 1,000,000 shares of Class A
Preferred Stock, par value $.01 per share.

COMMON STOCK

As of the date of this Prospectus, there were 13,860,000 shares of Common
Stock outstanding, held by 164 holders of record, after giving effect to the
conversion into Common Stock of the outstanding Preferred Stock. All of such
outstanding shares of Common Stock are fully paid and nonassessable. Each
share of Common Stock has an equal and ratable right to receive dividends
when, as and if declared by the Board of Directors of the Company out of
assets legally available therefor and subject to the dividend obligations of
the Company to the holders of any Preferred Stock or Class A Preferred Stock
then outstanding. The Company's present credit agreement prohibits the payment
of dividends on Common Stock. See "Dividend Policy."

In the event of a liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share equally and ratably in the
assets available for distribution after payment of all liabilities, subject to
any prior rights of any holders of Preferred Stock or Class A Preferred Stock
that at the time may be outstanding.

The holders of Common Stock have no preemptive, subscription, conversion or
redemption rights, and are not subject to further calls or assessments of the
Company. There are no sinking fund provisions applicable to the Common Stock.
Each share of Common Stock is entitled to one vote in the election of
directors and on all other matters submitted to a vote of stockholders, and
there are no limitations on the voting rights of nonresident stockholders of
the Company. Holders of Common Stock have no right to cumulate their votes in
the election of directors. There are no governmental laws or regulations in
the Republic of Panama affecting the remittance of dividends, interest and
other payments to nonresident stockholders of the Company so long as the
Company continues not to engage in business in the Republic of Panama.

The Company's Charter contains certain restrictions, subject to the
determination by the Company's Board of Directors in good faith and in its
sole discretion, on the transfer of any shares of Common Stock to prevent the
Company from becoming a "controlled foreign corporation" under U.S. tax law.
See "--Possible Anti-takeover Provisions."

PREFERRED STOCK

Prior to the Offering, there were outstanding 362,000 shares of Preferred
Stock. Prior to the effectiveness of the Registration Statement of which this
Prospectus is a part, the outstanding shares of Preferred Stock will be
converted into 10,860,000 shares of Common Stock. The shares of Preferred
Stock, upon conversion, will become authorized but unissued shares of
Preferred Stock and will have the terms currently specified in the Company's
Charter. Due to the terms of such Preferred Stock, as set forth in the
Company's Charter, the Company does not intend to issue any shares of
Preferred Stock in the future.

CLASS A PREFERRED STOCK

Prior to the Offering, there were no outstanding shares of Class A Preferred
Stock. Class A Preferred Stock may be issued from time to time in one or more
series, and the Board of Directors, without further approval of the
stockholders, is authorized to fix the dividend rates and terms, conversion
rights, voting rights, redemption rights and terms, liquidation preferences,
sinking fund and any other rights, preferences, privileges and restrictions
applicable to each series of Class A Preferred Stock. The purpose of
authorizing the Board of Directors to determine such rights, preferences,
privileges and restrictions is to eliminate delays associated with a
stockholder vote on specific issuances. The issuance of Class A Preferred
Stock,

55
<PAGE>

while providing flexibility in connection with possible acquisitions and other
corporate purposes, could in certain instances decrease the amount of earnings
and assets available for distribution to holders of Common Stock and adversely
affect the rights and powers, including voting rights, of such holders, and
may have the effect of delaying, deferring or preventing a change in control
of the Company. For example, the Board of Directors, with its broad power to
establish the rights and preferences of authorized but unissued Class A
Preferred Stock, could issue one or more series of Class A Preferred Stock
entitling holders to vote separately as a class on any proposed merger or
consolidation, to convert Class A Preferred Stock into a larger number of
shares of Common Stock or other securities, to demand redemption at a
specified price under prescribed circumstances related to a change in control,
or to exercise other rights designed to impede a takeover.

POSSIBLE ANTI-TAKEOVER PROVISIONS

The Company's Charter and Restated By-laws contain certain provisions that
might be characterized as anti-takeover provisions. Such provisions may render
more difficult certain possible proposals to acquire control of the Company
and make removal of management of the Company more difficult.

The Company's Charter provides for the Board of Directors to be divided into
three classes of directors serving staggered three-year terms, with the number
of directors in the three classes to be as nearly equal as possible. Any
director of the Company may be removed from office but only for cause and only
by the affirmative vote of a majority of the then outstanding shares of stock
entitled to vote on the matter. Any stockholder wishing to submit a nomination
to the Board of Directors must follow certain procedures outlined in the
Company's Charter. Any proposal to amend or repeal the provisions of the
Company's Charter relating to the matters contained above in this paragraph
requires the affirmative vote of the holders of 75 percent or more of the
outstanding shares of stock entitled to vote on the matter. Under the
Company's Restated By-laws, stockholder action taken without a meeting may be
taken only by unanimous written consent of the stockholders.

As described above, the Company's Charter authorizes a class of undesignated
Class A Preferred Stock consisting of 1,000,000 shares. Class A Preferred
Stock may be issued from time to time in one or more series, and the Board of
Directors, without further approval of the stockholders, is authorized to fix
the rights, preferences, privileges and restrictions applicable to each series
of Class A Preferred Stock. The purpose of authorizing the Board of Directors
to determine such rights, preferences, privileges and restrictions is to
eliminate delays associated with a stockholder vote on specific issuances. The
issuance of Class A Preferred Stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power of the holders of Common Stock and,
under certain circumstances, make it more difficult for a third party to gain
control of the Company.

The Company's Charter provides for certain restrictions on the transfer of
any shares of Common Stock to prevent the Company from becoming a "controlled
foreign corporation" under U.S. tax law. Any purported transfer, including
without limitation a sale, gift, assignment, devise or other disposition of
Common Stock, which would result in a person or persons becoming the
beneficial owner of 10% or more of the issued and outstanding shares of Common
Stock, is subject to a determination by the Company's Board of Directors in
good faith, in its sole discretion, that such transfer would not in any way,
directly or indirectly, affect the Company's status as a non-controlled
foreign corporation. The transferee or transferor to be involved in such
proposed transfer must give written notice to the Secretary of the Company not
less than 30 days prior to such proposed transfer. In the event of an
attempted transfer in violation of the provisions of the Company's Charter
relating to the matters contained in this paragraph, the purported transferee
will acquire no rights whatsoever in such shares of Common Stock. Nothing in
such Charter provision, however, precludes the settlement of any transactions
entered into through the facilities of the New York Stock Exchange. If the
Board of Directors determines that a transfer has taken place in violation of
these restrictions, the Board of Directors may take such action as it deems
advisable to refuse to give effect to or to prevent such transfer, including
without limitation, instituting judicial proceedings to enjoin such transfer.

56
<PAGE>

REGISTRATION RIGHTS

Pursuant to a Registration Rights Agreement dated April 9, 1992 (the
"Registration Rights Agreement"), certain holders of Common Stock and
Preferred Stock convertible into Common Stock are entitled to certain rights
with respect to the registration of certain of their shares of Common Stock
under the Securities Act. Parties to the Registration Rights Agreement include
Heerema, the Yorktown and Concord Investors and certain officers, directors
and other stockholders of the Company. A total of 12,054,240 shares of Common
Stock are covered by the Registration Rights Agreement, including the
6,000,000 shares being sold in the Offering.

The Registration Rights Agreement provides that (a) after March 31, 1996,
the holders of 10% or more of the shares of registrable securities under the
Registration Rights Agreement have the right to request the Company to
register under the Securities Act shares of Common Stock held by them in an
initial public offering; (b) following such initial public offering such
holders have the right to request the Company to make up to four additional
registrations under the Securities Act of Common Stock held by such parties;
and (c) if the Company proposes to register any Common Stock under the
Securities Act pursuant to a form which may be utilized for the registration
of Common Stock held by parties to the Registration Rights Agreement, such
parties have the right to request the Company to include in such registration
the Common Stock held by such parties. Apart from the shares of Common Stock
being sold by the Selling Stockholders in the Offering, parties to the
Registration Rights Agreement have waived all rights to require the Company to
register their shares of Common Stock concurrently with the registration of
shares in the Offering. Such parties have also waived all rights to demand the
registration of Common Stock until 180 days after the date of this Prospectus.

Under most circumstances, the Company has agreed to pay substantially all
expenses incident to its performance of or compliance with the Registration
Rights Agreement in connection with certain registration statements effected
pursuant to the Registration Rights Agreement. The underwriters have the
right, subject to certain limitations, to limit the number of shares included
in such registrations. The Company has agreed to indemnify the holders of
Common Stock to be registered pursuant to the Registration Rights Agreement.

LISTING

The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "WG."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has been no public market for the Common Stock.
Future sales of substantial amounts of Common Stock could adversely affect
market prices prevailing from time to time. Sales of substantial amounts of
Common Stock in the public market after the lapse of existing resale
restrictions could adversely affect the prevailing market price and the
ability of the Company to raise equity capital in the future.

Upon completion of the Offering, the Company will have 13,860,000 shares of
Common Stock outstanding. Of these shares, the 6,000,000 shares sold in the
Offering will be freely tradeable without restriction or further registration
under the Securities Act except for any shares purchased by an "affiliate" (as
that term is defined under the Securities Act) of the Company, which will be
subject to the resale limitations of Rule 144 promulgated under the Securities
Act ("Rule 144").

57
<PAGE>

The remaining shares held by officers, directors, employees, consultants and
other stockholders of the Company are either "restricted securities," within
the meaning of Rule 144, or shares which were issued under Regulation S under
the Securities Act. In either case such shares may be publicly sold only if
registered under the Securities Act or sold in accordance with an applicable
exemption from registration, such as Rule 144 or Section 4(1) of the
Securities Act. These shares are also subject to agreements prohibiting resale
before a certain date. See "Underwriting." Beginning 180 days after the date
of this Prospectus, upon the expiration of agreements not to sell such shares,
7,860,000 shares will become eligible for sale, subject, in some cases, to
compliance with Rule 144 and/or Rule 701.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted securities
for at least two years, or who is an "affiliate" (as defined in Rule 144), is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of: (a) one percent of the then outstanding shares of
the Common Stock (138,600 shares immediately after the Offering), or (b) an
amount equal to the average weekly reported volume of trading in such shares
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also subject to certain manner of sale limitations, notice requirements and
the availability of current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed an "affiliate" of the
Company and who has beneficially owned restricted securities for at least
three years is entitled to sell such shares under Rule 144 without regard to
these volume or other limitations. Restricted securities properly sold in
reliance on Rule 144 are thereafter freely tradeable without restrictions or
registration under the Securities Act, unless thereafter held by an affiliate
of the Company.

Any employee, officer or director of or consultant to the Company who
purchased his or her shares pursuant to a written compensatory plan or
contract is entitled to rely on the resale provisions of Rule 701, which
permits nonaffiliates to sell their Rule 701 shares without having to comply
with the public-information, holding-period, volume-limitation or notice
provisions of Rule 144 and permits affiliates to sell their Rule 701 shares
without having to comply with Rule 144's holding-period restrictions, in each
case commencing 90 days after the closing of the Offering.

The Company intends to file a registration statement on Form S-8 under the
Securities Act to register shares of Common Stock reserved for issuance under
the 1996 Stock Plan and the Director Plan, thus permitting the resale of such
shares by nonaffiliates in the public market without restriction under the
Securities Act. Such registration statement is expected to become effective
soon after the date of this Prospectus.

Upon completion of the Offering, the holders of 6,054,240 shares of Common
Stock, in the aggregate, will have certain rights to have such shares
registered under the Securities Act. See "Description of Capital Stock--
Registration Rights."

CERTAIN INCOME TAX CONSIDERATIONS

GENERAL

The following summary of certain U.S. federal and Panamanian income tax
matters that may be relevant with respect to the acquisition, ownership and
disposition of shares of Common Stock was prepared by the Company and
reviewed, as such summary relates to United States income tax matters, by
Conner & Winters, A Professional Corporation, and, as such summary relates to
Panamanian tax matters, by Arias, Fabrega & Fabrega, Panamanian counsel to the
Company. This summary does not purport to be a complete analysis or listing of
all the potential tax consequences of holding Common Stock, nor does it
purport to furnish information in the level of detail or with attention to an
investor's specific tax circumstances that would be provided by an investor's
own tax advisor. Accordingly, prospective purchasers of Common Stock should
consult their own tax advisors as to the United States, Panamanian or other
state, local or foreign tax consequences to them of the acquisition, ownership
and disposition of Common Stock.

58
<PAGE>

UNITED STATES TAXES

This summary describes the principal United States federal income tax
consequences of the acquisition, ownership and disposition of shares of Common
Stock, but it does not purport to be a comprehensive description of all of the
tax considerations that may be relevant to a decision to acquire shares of
Common Stock. This summary applies only to holders that purchase Common Stock
in connection with the Offering and that will hold Common Stock as capital
assets. This summary does not address special classes of holders, such as a
broker-dealer, an insurance company, a tax-exempt organization, a financial
institution, an investor who holds Common Stock as part of a hedging or
conversion transaction, a holder whose "functional currency" is not the U.S.
dollar or a holder that owns (directly, indirectly or through attribution) 10%
or more of the voting shares of the Company. This summary also does not
consider the tax treatment of persons who will hold Common Stock through a
partnership or other pass-through entity.

This summary does not address any aspects of United States taxation other
than federal income taxation. Additionally, it does not address the United
States tax consequences were the Company determined to be a passive foreign
investment company ("PFIC") for United States federal income tax purposes.
Generally, a PFIC is a foreign corporation that either has passive income that
equals or exceeds 75% of its total gross income or has assets that produce or
are held for the production of passive income and represent at least 50% of
its total assets by fair market value. The Company does not believe it is
currently and does not expect to become a PFIC, but this conclusion is a
factual determination made annually and thus may be subject to change. U.S.
Holders, as defined below, should consult their own tax advisers concerning
the United States tax consequences of holding Common Stock were the Company
considered to be a PFIC.

This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), judicial decisions, administrative pronouncements, and existing,
temporary and proposed Treasury regulations as in effect on the date of this
Prospectus, any of which are subject to change (possibly on a retroactive
basis) and to differing interpretations. Prospective purchasers of shares of
Common Stock should consult their own tax advisors as to the United States or
other tax consequences of the purchase, ownership and disposition of the
Common Stock in their particular circumstances, including the effect of any
state or local tax laws.

As used herein, the term "U.S. Holder" refers to a holder of shares of
Common Stock that is, for United States federal income tax purposes, (a) a
citizen or resident of the United States, (b) a corporation, partnership or
other entity organized or created in or under the laws of the United States or
any political subdivision thereof, or (c) otherwise subject to United States
federal income taxation with respect to the Common Stock (including a non-
resident alien individual or foreign corporation that holds, or is deemed to
hold, any share of Common Stock in connection with the conduct of a U.S. trade
or business).

Taxation of Distributions. To the extent paid out of current or accumulated
earnings and profits of the Company as determined under United States federal
income tax principles ("earnings and profits"), distributions (including any
withholding tax thereon) made with respect to shares of Common Stock (other
than certain distributions of capital stock of the Company or rights to
subscribe for shares of capital stock of the Company) will be includable in
income of a U.S. Holder as ordinary dividend income on the date such
distribution is received by the U.S. Holder. To the extent that a distribution
exceeds the Company's earnings and profits, it will be treated as a nontaxable
return of capital to the extent of the U.S. Holder's tax basis in the shares
of Common Stock and will reduce the U.S. Holder's tax basis in such shares,
but not below zero, and thereafter as a taxable capital gain. See "--United
States Taxes--Taxation of Capital Gains." The amount of the distribution will
equal the dollar value of the distribution received by the U.S. Holder, plus
the dollar value of any Panamanian taxes withheld from such distribution.

The Company does not expect to pay dividends for the foreseeable future.
Nonetheless, any distributions made with respect to the shares of Common Stock
out of earnings and profits generally will

59
<PAGE>

be treated as dividend income from sources outside the United States. U.S.
Holders that are corporations will not be entitled to the "dividends received
deduction" under Section 243 of the Code with respect to such dividends.
Distributions of dividend income made with respect to the shares of Common
Stock generally will be treated as "passive" income or, in the case of certain
U.S. Holders, "financial services income," for purposes of computing a U.S.
Holder's U.S. foreign tax credit. Alternatively, a U.S. Holder may elect to
claim a U.S. tax deduction for any Panamanian tax withheld, but only for a
year in which the U.S. Holder elects to do so with respect to all foreign
income taxes. In addition, a noncorporate U.S. Holder may not elect to deduct
Panamanian taxes if such U.S. Holder does not itemize deductions.

A holder of shares of Common Stock that is not a U.S. Holder (a "non-U.S.
Holder") generally will not be subject to United States federal income tax or
withholding tax on distributions received on shares of Common Stock that are
treated as dividend income for U.S. federal income tax purposes. A non-U.S.
Holder generally will not be subject to United States federal income tax or
withholding tax on distributions received on shares of Common Stock that are
treated as capital gains for United States federal income tax purposes, unless
such non-U.S. Holder would be subject to United States federal income tax on
gain realized on the sale of shares of Common Stock, as discussed below.

Taxation of Capital Gain. Gain or loss realized by a U.S. Holder on the sale
or other disposition of shares of Common Stock will be subject to United
States federal income tax as capital gain or loss in an amount equal to the
difference between the U.S. Holder's tax basis in the shares of Common Stock
and the amount realized on the disposition. Such gain or loss will be long
term if the Common Stock has been held for more than one year. Gain realized
by a U.S. Holder on the sale or other disposition of shares of Common Stock
generally will not be treated as foreign source income for U.S. foreign tax
credit purposes, unless the gain is attributable to an office or fixed place
of business maintained by the U.S. Holder outside the United States or is
recognized by an individual whose tax home is outside the United States, and
certain other conditions are met. The source of a loss attributable to the
taxable sale or other taxable disposition of Common Stock is uncertain at the
present time. Therefore, holders are encouraged to consult their tax advisors
regarding the proper treatment of such losses. Under proposed regulations,
loss realized by a U.S. Holder on the disposition of Common Stock would be
foreign source. For United States federal income tax purposes, capital losses
are subject to limitations on deductibility. As a general rule, U.S. Holders
that are corporations can use capital losses for a taxable year only to offset
capital gains in that year. A corporation may be entitled to carry back unused
capital losses to the three preceding tax years and to carry over losses to
the five following tax years. In the case of noncorporate U.S. Holders,
capital losses in a taxable year are deductible to the extent of any capital
gains plus ordinary income of up to $3,000. Unused capital losses of
noncorporate U.S. Holders may be carried over indefinitely.

A non-U.S. Holder of shares of Common Stock will not be subject to United
States federal income tax or withholding tax on gain realized on the sale or
other disposition of the shares of Common Stock unless such holder is an
individual who is present in the United States for 183 days or more in the
taxable year of the sale, and certain other conditions are met.

Information Reporting and Backup Withholding. Except as discussed below with
respect to backup withholding, dividends paid by the Company will not be
subject to U.S. withholding tax.

Information reporting to the U.S. Internal Revenue Service by paying agents
and custodians located in the United States will generally be required with
respect to payments to U.S. Holders of dividends on, and proceeds of sales of,
Common Stock. A U.S. Holder of Common Stock may be subject to backup
withholding at the rate of 31% with respect to dividends on, and proceeds of
sales of, Common Stock paid by such paying agents or custodians to such holder
unless the holder (i) is a corporation or comes within certain other exempt
categories and, when required, demonstrates this fact, or (ii) provides a
taxpayer identification number, certifies as to no loss of exemption from
backup withholding, and otherwise complies with applicable requirements of the
backup withholding rules. Any amounts withheld under the

60
<PAGE>

backup withholding tax rules from a payment to a U.S. Holder will be allowed
as a refund or a credit against such holder's U.S. federal income tax,
provided that the required information is furnished to the U.S. Internal
Revenue Service.

Dividends paid on shares of Common Stock to a holder that is not a U.S.
Holder are generally exempt from information reporting and backup withholding
under current law; however, such a holder should provide a properly completed
Form W-8 to secure such exemption.

There is no income tax treaty between Panama and the United States.

PANAMANIAN TAXES

The following summary of certain Panamanian tax matters is based upon the
tax laws of Panama and regulations thereunder, in effect as of the date of
this Prospectus and is subject to any subsequent change in Panamanian laws and
regulations which may come into effect after such date. The principal
Panamanian tax consequences of ownership of shares of Common Stock are as
follows.

General. Panama's income tax is exclusively territorial. Only income
actually derived from sources within Panama is subject to taxation. Income
derived by Panama or foreign corporations or individuals from off-shore
operations is not taxable. The territorial principle of taxation has been in
force throughout the history of the country and is supported by legislation,
administrative regulations and court decisions. The Company has not been in
the past and does not in the future expect to be subject to income taxes in
Panama because all of its income has arisen from activities conducted entirely
outside Panama. This is the case even though the Company maintains its
registered office in Panama.

Taxation of Distributions and Capital Gains. There will be no Panamanian
taxes on distribution of dividends or capital gains realized by an individual
or corporation, regardless of its nationality or residency, on the sale or
other disposition of shares of Common Stock so long as the Company's assets
are held and activities are conducted entirely outside of Panama.

61
<PAGE>

UNDERWRITING

The names of the Underwriters of the shares of Common Stock offered hereby
and the aggregate number of shares which each has severally agreed to purchase
from the Selling Stockholders, subject to the terms and conditions specified
in the Underwriting Agreement, are as follows:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ---------
<S> <C>
Dillon, Read & Co. Inc...........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................
---------
Total.......................................................... 6,000,000
=========
</TABLE>

The Managing Underwriters are Dillon Read and Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). As of the date of this Prospectus,
certain private investment partnerships managed by Dillon Read, and persons
related to Dillon Read, owned 4,223,040 shares of Common Stock of the Company
in the aggregate. Bryan H. Lawrence, a Managing Director of Dillon Read, and
Peter A. Leidel, a Senior Vice President of Dillon Read, have been members of
the Board of Directors of the Company since April 1992.

If any shares of Common Stock offered hereby are purchased by the
Underwriters, all such shares will be so purchased. The Underwriting Agreement
contains certain provisions whereby, if any Underwriter defaults in its
obligation to purchase such shares, and the aggregate obligations of the
Underwriters so defaulting do not exceed 10% of the shares offered hereby, the
remaining Underwriters, or some of them, must assume such obligations.

The shares of Common Stock offered hereby are being initially offered
severally by the Underwriters for sale at the price set forth on the cover
page hereof, or at such price less a concession not to exceed per share on
sales to certain dealers. The Underwriters may allow, and such dealers may
reallow, a

62
<PAGE>

concession not to exceed per share on sales to certain other dealers. The
offering of the shares of Common Stock is made for delivery when, as, and if
accepted by the Underwriters and subject to prior sale and to withdrawal,
cancellation or modification of the offer without notice. The Underwriters
reserve the right to reject any order for the purchase of the shares. After
the initial public offering, the public offering price, the concession and the
reallowance may be changed by the Managing Underwriters.

If the Underwriters exercise the over-allotment option referred to on the
cover page of this Prospectus to purchase from the Company up to an additional
900,000 shares of Common Stock, each of the Underwriters will be obligated,
subject to certain conditions, to purchase the number of additional shares of
Common Stock proportionate to such underwriter's initial commitment. The
Underwriters may exercise such option on or before the thirtieth day from the
date of the Underwriting Agreement and only to cover over-allotments made of
the shares in connection with the Offering.

Prior to the Offering, there has been no public market for the Common Stock.
In determining the initial public offering price, consideration was given,
among other things to (a) the market values of certain publicly-traded common
stocks of similar companies in relation to their book values, revenues,
earnings and cash flows; (b) the book value, revenues, earnings, cash flow and
operating history of the Company; (c) the current financial position of the
Company; (d) the experience of the Company's management; (e) the position of
the Company in its industry; and (f) the Company's prospects. Consideration
was also given to the general status of the securities market, the demand for
similar securities of comparable companies and other relevant factors.

The Company and all of the stockholders of the Company prior to the Offering
(other than Heerema which is offering all of its shares of Common Stock in the
Offering) have agreed not to sell, contract to sell, grant any option to sell,
or otherwise dispose of, directly or indirectly, any shares of Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock or
warrants or other rights to purchase Common Stock or permit the registration
of Common Stock, for a period of 180 days after the date of this Prospectus,
without the prior written consent of Dillon Read, except that the Company may,
without such consent, (a) grant options or issue Common Stock upon the
exercise of outstanding options pursuant to any of the Company's stock plans,
and (b) register the Common Stock and sell such shares pursuant to the
Offering.

Under the Conduct Rules of the NASD, when more than 10% of the net proceeds
of a public offering of equity securities, not including underwriting
compensation, are to be paid to a member of the NASD participating in such
public offering of equity securities or an affiliate of such member, the price
at which the equity securities are distributed to the public must be no higher
than that recommended by a "qualified independent underwriter" meeting certain
standards. Dillon Read is a member of the NASD and under NASD regulations
Yorktown, Concord II and Concord Japan are deemed to be its affiliates.
Yorktown, Concord II and Concord Japan are all Selling Stockholders in the
Offering and as a result will receive, in the aggregate, more than 10% of the
net proceeds from the Offering. As a result, the Offering is being made in
compliance with paragraph (8) of Rule 2710(c) of the Conduct Rules of the NASD
which relates to offerings where proceeds are directed to a member of the
NASD. Merrill Lynch will act as the qualified independent underwriter in
connection with the Offering and assume the customary responsibilities of
acting as a qualified independent underwriter in pricing and conducting due
diligence for the Offering. Merrill Lynch will not receive a fee for acting as
the "qualified independent underwriter."

The Company and the Selling Stockholders have agreed in the Underwriting
Agreement to indemnify the Underwriters and Merrill Lynch, as the qualified
independent underwriter, against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments that the Underwriters
or Merrill Lynch, as the qualified independent underwriter, may be required to
make in respect thereof.

The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "WG." In order to meet one of the requirements for
listing the Common Stock on the New York Stock

63
<PAGE>

Exchange, the Underwriters have undertaken to distribute the shares of Common
Stock in such a manner so as to meet New York Stock Exchange distribution
standards for a U.S. offering.

The Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Arias, Fabrega & Fabrega,
Panama City, Republic of Panama. Certain other legal matters in connection
with the sale of the Common Stock offered hereby will be passed upon for the
Company by Conner & Winters, A Professional Corporation, Tulsa, Oklahoma,
U.S.A. Certain legal matters in connection with the sale of the Common Stock
offered hereby will be passed upon for the Underwriters by Cahill Gordon &
Reindel, a partnership including a professional corporation, New York, New
York, U.S.A.

EXPERTS

The consolidated financial statements and financial statement schedule of
the Company as of December 31, 1994 and 1995, and for each of the years in the
three-year period ended December 31, 1995, included herein and elsewhere in
the Registration Statement of which this Prospectus is a part have been
included herein and in such Registration Statement in reliance upon the
reports of KPMG Peat Marwick, independent certified public accountants,
appearing elsewhere herein and in such Registration Statement, and upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus, which is part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules filed therewith. For further information with respect
to the Company and the Common Stock offered hereby, reference is hereby made
to the Registration Statement and the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any contract
or any other document are not necessarily complete and, in each instance,
reference is hereby made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement, including the
exhibits and schedules thereto, may be inspected without charge at the
principal office of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of all or any part thereof may be obtained at prescribed
rates from the Commission's Public Reference Section at the same address.

The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements and quarterly reports for
the first three quarters of each fiscal year containing unaudited interim
financial information.

64
<PAGE>

ENFORCEABILITY OF CIVIL LIABILITIES
UNDER THE FEDERAL SECURITIES LAWS

The Company is a corporation organized under the laws of the Republic of
Panama. In addition, one of the directors of the Company is a resident of a
country other than the United States and the independent certified public
accountants of the Company are located outside of the United States.
Accordingly, it may not be possible to effect service of process on such
persons in the United States and to enforce judgments against such persons
predicated on the civil liability provisions of the federal securities laws of
the United States. Because a substantial amount of the assets of the Company
is located outside the United States, any judgment obtained in the United
States against the Company may not be fully collectible in the United States.
The Company has been advised by its counsel in the Republic of Panama, Arias,
Fabrega & Fabrega, that courts in the Republic of Panama will enforce foreign
judgments for liquidated amounts in civil matters, subject to certain
conditions and exceptions. However, courts in the Republic of Panama will not
enforce in original actions liabilities predicated solely on the United States
federal securities laws. WGI's agent for service of process in the United
States with respect to matters arising under the United States federal
securities laws is CT Corporation System, 1633 Broadway, New York, New York
10019.

65
<PAGE>

WILLBROS GROUP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report............................................. F-2
Consolidated Balance Sheets--December 31, 1994 and 1995 and June 30, 1996
(unaudited)............................................................. F-3
Consolidated Statements of Income--Years ended December 31, 1993, 1994
and 1995 and for the six months ended June 30, 1995 and 1996
(unaudited)............................................................. F-4
Consolidated Statements of Stockholders' Equity--Years ended December 31,
1993, 1994 and 1995 and for the six months ended June 30, 1996
(unaudited)............................................................. F-5
Consolidated Statements of Cash Flows--Years ended December 31, 1993,
1994 and 1995 and for the six months ended June 30, 1995 and 1996
(unaudited)............................................................. F-6
Notes to Consolidated Financial Statements............................... F-7
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
Willbros Group, Inc.:

We have audited the accompanying consolidated balance sheets of Willbros
Group, Inc. and subsidiaries (the "Company") as of December 31, 1994 and 1995
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of Willbros Group,
Inc. and subsidiaries as of December 31, 1994 and 1995 and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted
accounting principles in the United States.

KPMG Peat Marwick

Panama City, Panama
January 31, 1996, except as to Note 15,
which is as of July 15, 1996.

F-2
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
1994 1995 1996
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................. $ 49,142 $ 19,859 $ 16,298
Accounts receivable........................ 31,729 65,652 64,035
Contract cost and recognized income not yet
billed.................................... 718 11,515 7,311
Prepaid expenses........................... 2,275 1,992 3,376
--------- --------- --------
Total current assets..................... 83,864 99,018 91,020
Spare parts, net............................. 4,212 4,615 4,841
Property, plant and equipment, net........... 41,948 44,318 50,528
Other assets................................. 1,164 2,003 1,800
--------- --------- --------
Total assets............................. $ 131,188 $ 149,954 $148,189
========= ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks..................... $ 5,828 $ 3,119 $ 4,811
Accounts payable and accrued liabilities... 32,085 41,015 36,148
Accrued income taxes....................... 6,459 4,918 3,415
Contract billings in excess of cost and
recognized income......................... 11,102 11,199 10,367
Current maturities of long-term debt....... -- -- 467
--------- --------- --------
Total current liabilities................ 55,474 60,251 55,208
Long-term debt............................... -- -- 934
Deferred income taxes........................ 2,334 1,358 1,358
Other liabilities............................ 4,410 4,954 5,283
--------- --------- --------
Total liabilities........................ 62,218 66,563 62,783
Redemption value of common stock held by plan
participants................................ 5,430 7,918 10,179
Redeemable Preferred Stock, $100 par value,
redeemable at par
March 31, 2001, 8% dividend payable
quarterly beginning
March 31, 1996, 362,000 shares authorized
and issued.................................. 36,200 36,200 36,200
Stockholders' equity:
Class A Preferred Stock, par value $.01 per
share, 1,000,000 shares authorized, none
issued.................................... -- -- --
Common stock, par value $.05 per share,
35,000,000 shares authorized and 3,000,000
issued at June 30, 1996 and December 31,
1995 (2,847,000 at December 31, 1994)..... 142 150 150
Capital in excess of par value............. 8,107 10,731 12,158
Cumulative foreign currency translation
adjustment................................ (776) (784) (784)
Retained earnings.......................... 28,015 39,956 40,866
Notes receivable for stock purchases....... (2,395) (2,377) (3,184)
Treasury stock at cost, 78,000 shares at
December 31, 1995 (60,000 at December 31,
1994)..................................... (323) (485) --
Redemption value of common stock held by
plan participants......................... (5,430) (7,918) (10,179)
--------- --------- --------
Total stockholders' equity............... 27,340 39,273 39,027
--------- --------- --------
Total liabilities and stockholders'
equity.................................. $ 131,188 $ 149,954 $148,189
========= ========= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------- ----------------------
1993 1994 1995 1995 1996
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Contract revenues....... $210,011 $145,716 $220,506 $75,122 $102,456
Operating expenses:
Contract.............. 147,991 98,700 161,584 54,222 76,431
Depreciation and amor-
tization............. 16,672 14,598 15,193 7,365 6,630
General and adminis-
trative.............. 24,145 24,261 27,937 12,582 13,273
Increase (decrease) in
redemption value of
common stock......... 1,256 1,681 2,100 (406) 1,427
---------- ---------- ---------- ---------- ----------
190,064 139,240 206,814 73,763 97,761
---------- ---------- ---------- ---------- ----------
Operating income.... 19,947 6,476 13,692 1,359 4,695
Other income (expense):
Foreign exchange gain
(loss)............... 4,631 42 (331) (29) 262
Interest income....... 1,047 2,205 1,863 1,128 513
Minority interest..... (3,615) (1,758) (1,589) (563) (778)
Interest expense...... (1,832) (1,370) (1,719) (994) (635)
Other--net............ 936 71 (50) 436 547
---------- ---------- ---------- ---------- ----------
1,167 (810) (1,826) (22) (91)
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 21,114 5,666 11,866 1,337 4,604
Provision (credit) for
income taxes........... 8,405 (4,146) (75) 751 1,174
---------- ---------- ---------- ---------- ----------
Net income (note
11)................ $ 12,709 $ 9,812 $ 11,941 $ 586 $ 3,430
========== ========== ========== ========== ==========
Net income per common
and common equivalent
share.................. $ .92 $ .70 $ .84 $ .04 $ .14
========== ========== ========== ========== ==========
Weighted average number
of common and common
equivalent shares
outstanding............ 13,872,691 13,981,201 14,215,181 14,232,451 13,990,321
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
REDEMPTION
CUMULATIVE NOTES VALUE OF
CAPITAL FOREIGN RECEIVABLE COMMON TOTAL
COMMON STOCK IN EXCESS CURRENCY FOR STOCK HELD STOCK-
------------------- OF PAR TRANSLATION RETAINED STOCK TREASURY BY PLAN HOLDERS'
SHARES PAR VALUE VALUE ADJUSTMENT EARNINGS PURCHASES STOCK PARTICIPANTS EQUITY
--------- --------- --------- ----------- -------- ---------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1993................... 2,400,000 $120 $ 3,760 $(385) $ 8,268 $(1,742) $ -- $ (2,038) $ 7,983
Net income............. -- -- -- -- 12,709 -- -- -- 12,709
Purchase of treasury
stock................. -- -- -- -- -- -- (88) 15 (73)
Payment of notes
receivable............ -- -- -- -- -- 31 -- -- 31
Exercise of stock
options............... 75,000 4 187 -- -- (236) 88 -- 43
Increase in redemption
value of common
stock................. -- -- 1,256 -- -- -- -- (1,256) --
Translation
adjustments........... -- -- -- (398) -- -- -- -- (398)
--------- ---- ------- ----- ------- ------- ------ -------- -------
Balance, December 31,
1993................... 2,475,000 124 5,203 (783) 20,977 (1,947) -- (3,279) 20,295
--------- ---- ------- ----- ------- ------- ------ -------- -------
Net income............. -- -- -- -- 9,812 -- -- -- 9,812
Purchase of treasury
stock................. -- -- -- -- -- -- (323) 66 (257)
Payment of notes
receivable............ -- -- -- -- -- 648 -- (536) 112
Exercise of stock
options............... 372,000 18 1,223 -- -- (1,096) -- -- 145
Increase in redemption
value of common
stock................. -- -- 1,681 -- -- -- -- (1,681) --
Translation
adjustments........... -- -- -- 7 -- -- -- -- 7
Deemed dividend........ -- -- -- -- (2,774) -- -- -- (2,774)
--------- ---- ------- ----- ------- ------- ------ -------- -------
Balance, December 31,
1994................... 2,847,000 142 8,107 (776) 28,015 (2,395) (323) (5,430) 27,340
--------- ---- ------- ----- ------- ------- ------ -------- -------
Net income............. -- -- -- -- 11,941 -- -- -- 11,941
Purchase of treasury
stock................. -- -- -- -- -- -- (376) 166 (210)
Payment of notes
receivable............ -- -- -- -- -- 663 -- (554) 109
Exercise of stock
options............... 153,000 8 524 -- -- (645) 214 -- 101
Increase in redemption
value of common
stock................. -- -- 2,100 -- -- -- -- (2,100) --
Translation
adjustments........... -- -- -- (8) -- -- -- -- (8)
--------- ---- ------- ----- ------- ------- ------ -------- -------
Balance, December 31,
1995................... 3,000,000 150 10,731 (784) 39,956 (2,377) (485) (7,918) 39,273
--------- ---- ------- ----- ------- ------- ------ -------- -------
Net income
(unaudited)........... -- -- -- -- 3,430 -- -- -- 3,430
Preferred dividends
(unaudited)........... -- -- -- -- (1,448) -- -- -- (1,448)
Purchase of treasury
stock (unaudited)..... -- -- -- -- -- -- (2,531) 63 (2,468)
Payment of notes
receivable
(unaudited)........... -- -- -- -- -- 908 -- (897) 11
Exercise of stock
options (unaudited)... -- -- -- -- (1,072) (1,715) 3,016 -- 229
Increase in redemption
value of common stock
(unaudited)........... -- -- 1,427 -- -- -- -- (1,427) --
--------- ---- ------- ----- ------- ------- ------ -------- -------
Balance, June 30, 1996
(unaudited)............ 3,000,000 $150 $12,158 $(784) $40,866 $(3,184) $ -- $(10,179) $39,027
========= ==== ======= ===== ======= ======= ====== ======== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------- -----------------
1993 1994 1995 1995 1996
-------- -------- -------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income................... $ 12,709 $ 9,812 $ 11,941 $ 586 $ 3,430
Reconciliation of net income
to cash provided by (used
in) operating activities:
Depreciation and
amortization............... 16,672 14,598 15,193 7,365 6,630
Increase (decrease) in
redemption value of common
stock...................... 1,256 1,681 2,100 (406) 1,427
Loss (gain) on sales and
retirements................ (871) 394 592 (74) (5)
Changes in operating assets
and liabilities:
Accounts receivable........ 9,765 (607) (33,923) (2,970) 1,617
Contract cost and
recognized income not yet
billed.................... (916) 2,308 (10,797) (2,760) 4,204
Prepaid expenses and other
assets.................... 9 (679) (556) (1,228) (1,181)
Accounts payable and
accrued liabilities....... 3,220 (2,066) 8,930 (609) (4,867)
Accrued income taxes....... 4,657 (9,977) (1,541) (87) (1,503)
Contract billings in excess
of cost and recognized
income.................... 18,934 (19,228) 97 (3,196) (832)
Deferred income taxes...... 629 (207) (976) -- --
Other liabilities.......... 396 200 544 273 329
-------- -------- -------- -------- -------
Cash provided by (used
in) operating
activities.............. 66,460 (3,771) (8,396) (3,106) 9,249
Cash flows from investing
activities:
Proceeds from sales of
property and equipment...... 1,913 759 388 183 216
Purchase of property and
equipment................... (9,809) (3,703) (13,179) (5,715) (10,408)
Purchase of spare parts...... (6,725) (3,468) (5,767) (2,333) (2,869)
Purchase of CAMSA, net of
cash received of $663....... -- (6,757) -- -- --
-------- -------- -------- -------- -------
Cash used in investing
activities.............. (14,621) (13,169) (18,558) (7,865) (13,061)
Cash flows from financing
activities:
Proceeds from notes payable.. 4,570 11,211 6,530 1,070 10,831
Proceeds from long-term
debt........................ -- -- -- -- 1,401
Proceeds from common stock... 43 145 101 -- 229
Collection of notes
receivable for stock
purchases................... 31 648 663 580 908
Proceeds from bank debt...... 5,000 -- -- -- --
Exercise of stock warrants... 1,200 -- -- -- --
Repayment of notes payable... (2,931) (7,952) (9,239) (4,839) (9,139)
Payment of dividends on
preferred stock............. -- -- -- -- (1,448)
Purchase of treasury stock... (88) (323) (376) (122) (2,531)
Repayment of stockholders'
debt........................ (10,000) -- -- -- --
Repayment of bank debt....... (6,000) (5,000) -- -- --
-------- -------- -------- -------- -------
Cash provided by (used
in) financing
activities.............. (8,175) (1,271) (2,321) (3,311) 251
Effect of exchange rate
changes on cash and cash
equivalents.................. (398) 7 (8) -- --
-------- -------- -------- -------- -------
Cash provided by (used in) all
activities................... 43,266 (18,204) (29,283) (14,282) (3,561)
Cash and cash equivalents,
beginning of period.......... 24,080 67,346 49,142 49,142 19,859
-------- -------- -------- -------- -------
Cash and cash equivalents, end
of period.................... $ 67,346 $ 49,142 $ 19,859 $ 34,860 $16,298
======== ======== ======== ======== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation--The consolidated financial statements include
the accounts of Willbros Group, Inc. ("WGI"), a Republic of Panama
corporation, and all majority-owned subsidiaries (the "Company"). WGI is owned
36% by Heerema Holding Construction, Inc. ("Heerema"), 32% by Dillon, Read &
Co. Inc. affiliates, and 32% by Company employees at December 31, 1995. All
material intercompany accounts and transactions are eliminated in
consolidation. The ownership interest of minority participants in subsidiaries
that are not wholly owned (principally in Nigeria and Oman) is included in
accounts payable and accrued liabilities and is not material. The minority
participants' share of the net income of those subsidiaries is included in
other expense.

The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States and include
certain estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities and the
reported amounts of revenues and expenses. Actual results could differ from
those estimates.

Accounts Receivable--Accounts receivable include retainage, all due within
one year, of $1,828 in 1994 and $2,654 in 1995 and are stated net of
allowances for bad debts of $2,442 in 1994 and $2,992 in 1995.

Spare Parts--Spare parts (excluding expendables), stated net of accumulated
depreciation of $10,270 in 1994 and $10,641 in 1995, are depreciated over
three years on the straight-line method.

Property, Plant and Equipment--Depreciation is provided on the straight-line
method using principally estimated lives of four to six years. When assets are
retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or loss is
recognized in income for the period. Normal repair and maintenance costs are
charged to expense as incurred. Major overhaul costs are accrued and allocated
to contracts based on estimates of equipment condition at the end of the year.
Significant renewals and betterments are capitalized.

Revenues--Construction and engineering fixed-price contracts are accounted
for using the percentage- of-completion method. Under this method, estimated
contract revenues are accrued based generally on the percentage that costs to
date bear to total estimated costs, taking into consideration physical
completion. Estimated contract losses are recognized in full when determined.
Revenues from unit-price contracts are recognized as earned. Revenues from
change orders, extra work, variations in the scope of work and claims are
recognized when realization is assured.

Income Taxes--The Company accounts for income taxes by the asset and
liability method under which deferred tax assets and liabilities are
recognized for the future tax consequences of operating loss and tax credit
carryforwards and differences between the financial carrying value of assets
and liabilities and their tax bases.

Retirement Plans and Benefits--The Company has defined benefit and defined
contribution retirement plans and a postretirement medical benefits plan that
provide retirement benefits to substantially all regular employees. Qualified
plans are contributory on the part of employees. Pension costs are funded in
accordance with annual actuarial valuations. The Company records the cost of
postretirement medical benefits, which are funded on the pay-as-you-go basis,
over the employees' working lives.

F-7
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Foreign Currency Translation--All significant asset and liability accounts
stated in currencies other than United States dollars are translated into
United States dollars at year-end exchange rates. Translation adjustments are
accumulated in a separate component of stockholders' equity. Revenue and
expense accounts are converted at prevailing rates throughout the year.
Foreign currency transaction adjustments and translation adjustments in highly
inflationary economies are recorded in income.

Cash Flows--In the determination of cash flows, all highly liquid debt
instruments are considered to be cash equivalents. The Company paid interest
of $1,770 in 1993, $1,377 in 1994 and $1,712 in 1995 and income taxes of
$3,117 in 1993, $2,227 in 1994 and $2,426 in 1995.

Income per Share--Primary income per share is calculated by dividing net
income, less any preferred dividend requirements, by the weighted average
number of common share and dilutive share equivalents (options and warrants),
outstanding during the year. Fully diluted income per share is calculated
assuming all shares and dilutive share equivalents are outstanding as of the
beginning of the year. There is no significant difference between primary and
fully diluted income per share. The weighted average number of common share
and share equivalents assumes that all common shares issued in the twelve
months ended May 31, 1996 were outstanding for all periods presented.

Interim Periods (Unaudited)--The accompanying consolidated balance sheet at
June 30, 1996 and the consolidated statements of income and of cash flows for
the six months ended June 30, 1995 and 1996 and the consolidated statement of
stockholders' equity for the six months ended June 30, 1996 are unaudited. In
the opinion of management, these interim period statements have been prepared
on the same basis as the audited financial statements and include all
adjustments, none of which were other than normal recurring accruals,
necessary for the fair presentation of financial position and results of
operations.

2. CONCENTRATION OF CREDIT RISK

The Company has a concentration of customers in the oil and gas industry
which exposes the Company to a concentration of credit risk within an
industry. The Company seeks to obtain advance and progress payments for
contract work performed on major contracts. Receivables are generally not
collateralized. The Company believes that its allowance for bad debts is
adequate.

3. CONTRACTS IN PROGRESS

Most contracts allow for progress billings to be made during performance of
the work. These billings may be made on a basis different from that used for
recognizing revenue. Contracts in progress for which cost and recognized
income exceed billings or billings exceed cost and recognized income consist
of:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- JUNE 30,
1994 1995 1996
--------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Costs incurred on contracts in progress... $ 97,695 $ 73,928 $105,284
Recognized income......................... 35,801 3,359 249
--------- -------- --------
133,469 77,287 105,533
Progress billings and advance payments.... 143,880 76,971 108,589
--------- -------- --------
$ (10,384) $ 316 $ (3,056)
========= ======== ========
Contract cost and recognized income not
yet billed............................... $ 718 $ 11,515 $ 7,311
Contract billings in excess of cost and
recognized income........................ (11,102) (11,199) (10,367)
--------- -------- --------
$ (10,384) $ 316 $ (3,056)
========= ======== ========
</TABLE>

F-8
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Construction equipment....................... $ 30,124 $ 33,346 $36,515
Marine equipment............................. 17,899 23,100 28,359
Transportation equipment..................... 12,781 15,208 16,118
Land, buildings, furniture and equipment..... 8,290 8,677 9,374
-------- -------- -------
69,094 80,331 90,366
Less accumulated depreciation and amortiza-
tion........................................ 27,146 36,013 39,838
-------- -------- -------
$ 41,948 $ 44,318 $50,528
======== ======== =======
</TABLE>

5. NOTES PAYABLE TO BANKS

The Company has unsecured credit facilities in certain countries outside the
United States. Borrowings under these lines, in the form of short-term notes
and overdrafts, are made at competitive interest rates. Generally, each line
is available only for borrowings related to operations in a specific country.
Credit available under these facilities is approximately $10,200 at December
31, 1995 and $2,000 (unaudited) at June 30, 1996.

6. LINE OF CREDIT

The Company has a $100,000 credit agreement with a bank consortium which
provides for revolving loans and letters of credit. The aggregate of all
loans, together with all commercial and financial letters of credit issued
under the agreement, may not exceed the Company's tangible net worth. The
agreement limits the Company's ability to purchase its own stock, acquire
other companies and borrow outside the agreement, requires the Company to
maintain certain financial ratios and restricts dividend payments on common
stock. Principal is payable at termination (October 31, 1997) and interest is
payable quarterly at prime or, at the Company's option, other alternative
interest rates. The annual commitment fee is 3/8% on the unused portion of the
line. The agreement is secured by the stock of the principal subsidiaries of
the Company. There were no borrowings and outstanding letters of credit
totaled $35,178 (of which $9,798 were commercial or financial letters of
credit) at December 31, 1995, and $29,668 (unaudited) (of which $4,882 were
commercial letters of credit) (unaudited) at June 30, 1996, leaving amounts
fully available under the line of $64,822 at December 31, 1995 and $70,332
(unaudited) at June 30, 1996.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1994 1995 1996
-------- -------- ----------- ---
(UNAUDITED)
<S> <C> <C> <C> <C>
Trade payables........................... $ 18,090 $ 23,826 $ 21,246
Payrolls and payroll liabilities......... 8,701 13,452 12,136
Equipment reconditioning and overhaul re-
serves.................................. 5,294 3,737 2,766
-------- -------- --------
$ 32,085 $ 41,015 $ 36,148
======== ======== ========
</TABLE>

F-9
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

8. RETIREMENT PLANS

The Company has defined benefit plans (pension plans) covering substantially
all regular employees which are funded by employee and Company contributions.
The Company's funding policy is to contribute at least the minimum required by
the Employee Retirement Income Security Act of 1974 in accordance with annual
actuarial valuations. Benefits under the plans are determined by employee
earnings and credited service. Pension expense includes the following
components:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
Service cost for benefits earned during the
period...................................... $ 1,081 $ 1,206 $ 915
Interest cost on projected benefit
obligation.................................. 1,391 1,447 1,608
Actual loss (gain) on plan assets............ (1,533) 550 (4,855)
Deferred gain (loss) on plan assets.......... 111 (2,169) 3,285
Amortization................................. 28 22 --
-------- -------- --------
$ 1,078 $ 1,056 $ 953
======== ======== ========

Accrued pension liability includes the following components:

<CAPTION>
DECEMBER 31,
----------------------------
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
Projected benefit obligation over plan
assets:
Projected benefit obligation:
Vested benefits.......................... $ 15,268 $ 16,478 $ 20,477
Nonvested benefits....................... 882 510 505
-------- -------- --------
Accumulated benefits..................... 16,150 16,988 20,982
Related to future pay increases.......... 5,828 3,561 4,180
-------- -------- --------
21,978 20,549 25,162
Plan assets at fair value (primarily listed
stocks and bonds)......................... (18,753) (18,595) (23,660)
-------- -------- --------
3,225 1,954 1,502
Unrecognized net gain (loss)................. (2,619) (1,124) (499)
Unrecognized prior service cost.............. (313) (282) (253)
Transition asset at January 1, 1987.......... 229 201 172
-------- -------- --------
$ 522 $ 749 $ 922
======== ======== ========
</TABLE>

The projected benefit obligation is determined using a weighted average
discount rate of 7.0 percent at December 31, 1993, 8.0 percent at December 31,
1994 and 7.0 percent at December 31, 1995 and a rate of increase in future pay
increases of 6.5 percent at December 31, 1993, 6.0 percent at December 31,
1994 and 6.0 percent at December 31, 1995. The assets are expected to have a
long-term rate of return of 8.5 percent. The transition asset is amortized
over 15 years.

The Company has a defined contribution plan which is funded by participating
employee contributions and the Company. The Company currently matches employee
contributions up to a maximum of 4% of salary. Company contributions for this
plan were $556 in 1993, $487 in 1994 and $506 in 1995.

F-10
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
8. RETIREMENT PLANS--(CONTINUED)

Effective January 1, 1994, the Company established an Executive Benefit
Restoration Plan. The Plan partially restores benefits to certain executives
whose benefits under the defined benefit pension plans are reduced as a result
of limitations imposed by the Internal Revenue Code. Plan expense is $285 in
1994 and $303 in 1995 and plan liability, included in accounts payable and
accrued liabilities, is $285 at December 31, 1994 and $909 at December 31,
1995. The Company established a trust to fund benefit payments. Contributions
of assets to the trust by the Company are irrevocable but are subject to
creditor claims under certain conditions. Assets held in trust, included in
other assets, are $315 at December 31, 1994 and $605 at December 31, 1995.

9. POSTRETIREMENT MEDICAL BENEFITS

Postretirement medical benefit expense is $647 in 1993, $615 in 1994 and
$690 in 1995 and includes service cost of $322 in 1993, $269 in 1994 and $262
in 1995 and interest cost of $325 in 1993, $315 in 1994 and $405 in 1995 and
amortization of $31 in 1994 and $23 in 1995.

Accrued postretirement medical benefit liability includes the following
components:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1994 1995
------ ------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees.................................................. $2,010 $2,062
Fully eligible active plan participants................... 753 562
Other active plan participants............................ 2,299 2,326
------ ------
Accumulated postretirement benefits..................... 5,062 4,950
Unrecognized net loss....................................... (771) (70)
------ ------
$4,291 $4,880
====== ======
</TABLE>

The non-current portion of the liability, $4,173 at December 31, 1994 and
$4,717 at December 31, 1995, is included in other liabilities.

The weighted average annual assumed rate of increase in the per capita cost
of covered benefits is 8.5 percent for 1996 and is assumed to decrease to 5.5
percent by the year 2010 and to remain at that level. The discount rate used
in determining the liability is 7.0 percent at December 31, 1993, 8.0 percent
at December 31, 1994 and 7.0 percent at December 31, 1995. Increasing the
assumed health care cost trend rates by one percentage point in each year
would increase the postretirement medical liability at December 31, 1995 by
$752 and expense for 1995 by $125.

10. INCOME TAXES

The provision (credit) for income taxes represents income taxes arising as a
result of operations and credits for revision of previous estimates of income
taxes payable in a number of countries. The Company is not subject to income
tax in Panama on income earned outside of Panama. All income has been earned
outside of Panama; therefore there is no expected relationship between income
(loss) before income taxes and the provision (credit) for income taxes. The
effective consolidated tax rate differs from the statutory tax rate in each
country because taxable income and operating losses from different countries
cannot be offset and tax rates and methods of determining taxes payable are
different in each country.

F-11
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
10. INCOME TAXES--(CONTINUED)

Income (loss) before income taxes and the provision (credit) for income
taxes in the Consolidated Statements of Income consist of:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------- ------------------
1993 1994 1995 1995 1996
------- ------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Income (loss) before income
taxes:
Other countries.............. $22,778 $11,841 $16,044 $ 3,219 $ 6,823
United States................ (1,664) (6,175) (4,178) (1,882) (2,219)
------- ------- ------- -------- --------
$21,114 $ 5,666 $11,866 $ 1,337 $ 4,604
======= ======= ======= ======== ========
Provision (credit) for income
taxes:
Currently payable:
Other countries............ $ 7,491 $(3,942) $ 893 $ 750 $ 1,381
United States:
Federal.................. 100 -- -- -- --
State.................... 185 3 8 1 (207)
------- ------- ------- -------- --------
7,776 (3,939) 901 751 1,174
Deferred, other countries.... 629 (207) (976) -- --
------- ------- ------- -------- --------
$ 8,405 $(4,146) $ (75) $ 751 $ 1,174
======= ======= ======= ======== ========
</TABLE>

The Company has a deferred tax asset in the United States of $18,630 at
December 31, 1994 and $19,436 at December 31, 1995 relating to United States
net operating loss and credit carryforwards and employee benefit expense, and
a deferred tax liability of $1,254 at December 31, 1994 and $1,485 at December
31, 1995 relating to excess tax depreciation. The net deferred tax asset is
reduced to zero by a valuation allowance. The Company has a deferred tax
liability in other countries of $2,334 at December 31, 1994 and $1,358 at
December 31, 1995 related to temporary differences, principally in contract
revenues and expenses.

The Company has $44,017 in United States net operating loss carryforwards
and $1,379 of United States investment tax credit carryforwards at December
31, 1995. The United States net operating loss carryforwards will expire,
unless utilized, beginning in 1996 and ending December 31, 2010. The
carryforwards available on an annual basis are limited. The Company has a
nonexpiring operating loss carryforward in the United Kingdom of $26,350
((Pounds)17,000) as of December 31, 1995.

11. STOCK OWNERSHIP PLANS

Under employee stock ownership plans established in 1992 and 1995, certain
key employees were issued options to purchase common stock at a discount from
fair value and were allowed to finance up to 90% of the option price with
three-year non-interest bearing recourse notes. Options were issued to
purchase 372,000 shares of common stock at $3.33 per share in 1994 and 195,000
shares (including 42,000 treasury shares) of common stock at $3.83 per share
in 1995. During May 1996, options were issued to purchase 273,000 shares of
common stock, all from treasury stock, at $4.53 and 5,192 shares of preferred
stock, all from treasury, at $136. All options were exercised shortly after
issuance. The Company has an obligation to purchase, under certain conditions
and at a formula price, stock held by retiring or

F-12
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

11. STOCK OWNERSHIP PLANS--(CONTINUED)

terminating employees. The Company records the increase or decrease in the
redemption value at the end of each period in the consolidated statements of
income using the maximum formula price. The maximum redemption amount is
classified outside of stockholders' equity in the consolidated balance sheets.
The Company's redemption obligation terminates upon the effectiveness of an
initial public offering except for certain limited circumstances.

Upon completion of the initial public offering discussed in note 15 the
Company will recognize a non-cash expense in the three-month period ending
September 30, 1996 for the difference between the maximum redemption value of
the shares subject to redemption and the initial public offering price, which
based on an assumed initial public offering price of $12.00 per share, would
result in an additional non-cash expense of $8,300.

During May 1996, the Company established the Willbros Group, Inc. 1996 Stock
Plan (the "1996 Plan") which provides for awards to key employees of the
Company. The 1996 Plan has 1,125,000 shares of common stock authorized and
reserved for issuance. No awards have been granted. The Company also
established the Willbros Group, Inc. Director Stock Plan (the "Director Plan")
which provides for the grant of stock options to non-employee directors. The
Director Plan has 125,000 shares of common stock authorized and reserved for
issuance. No options have been granted.

12. ACQUISITION

Effective May 1, 1994, the Company acquired 100 percent of the shares of
Construcciones Acuaticas Mundiales, S.A. ("CAMSA"), a Venezuelan company, from
an affiliate of Heerema for $7,300 cash in a transaction accounted for as a
purchase. Accordingly, the Company has made allocations of the purchase price
and $120 in transaction fees among acquired assets and liabilities based on
their respective fair values at the date of purchase. The net assets of CAMSA
included $663 of cash. Heerema's residual interest in CAMSA was reduced to its
previous carrying value by a deemed dividend. Pro forma net income of the
Company assuming the acquisition occurred at January 1, 1993 is not materially
different from historical results for the years ended December 31, 1993 and
1994.

13. SEGMENT INFORMATION

The Company operates in a single industry segment. The main lines of business
include construction, engineering and specialty services to the oil and gas
industry. Due to a limited number of major projects and clients, the Company
may have a substantial part of its operations dedicated to one project, client
and country.

Customers with more than 10% of contract revenues are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1994 1995
------- ------- -------
<S> <C> <C> <C>
Customer A................................... 26% 29% 32%
Customer B................................... 14 2 --
Customer C................................... -- -- 13
------- ------- -------
40% 31% 45%
======= ======= =======
</TABLE>

F-13
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13. SEGMENT INFORMATION--(CONTINUED)

Information about the Company's operations in different geographic areas is
shown below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
Contract Revenues: (1)
Africa....................................... $ 87,215 $ 68,908 $ 95,972
Asia......................................... -- -- 29,728
C.I.S........................................ 4,851 540 1,283
Middle East.................................. 60,006 23,469 21,870
North America................................ 57,939 48,061 52,100
South America................................ -- 4,738 19,553
-------- -------- --------
$210,011 $145,716 $220,506
======== ======== ========
Operating profit (loss): (2)
Africa....................................... $ 21,325 $ 22,736 $ 26,021
Asia......................................... (169) (582) (1,662)
C.I.S........................................ 633 (797) 548
Middle East.................................. 13,321 6,225 1,175
North America................................ (218) (3,898) (1,280)
South America................................ (632) (2,917) 3,855
-------- -------- --------
$ 34,260 $ 20,767 $ 28,657
======== ======== ========
Identifiable assets:
Africa....................................... $ 44,245 $ 37,211 $ 63,281
Asia......................................... 1 -- 20,498
C.I.S........................................ 711 174 690
Middle East.................................. 22,901 13,626 15,543
North America................................ 84,167 67,375 36,160
South America................................ 34 12,802 13,782
-------- -------- --------
$152,059 $131,188 $149,954
======== ======== ========
</TABLE>
- --------
(1) Net of inter-geographic area revenues in North America of $5,544 in 1993,
$2,001 in 1994 and $4,986 in 1995.

(2) Operating profit (loss) is before deducting general corporate expenses of
$14,313 in 1993, $14,291 in 1994 and $14,965 in 1995.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments does not materially differ from
fair value.

15. INITIAL PUBLIC OFFERING

On June 7, 1996, the Company filed a registration statement with the
Securities and Exchange Commission relating to the initial public offering of
6,000,000 shares of its common stock. The Company will not receive any of the
proceeds from the sale. In May 1996, the Company effected a 30-for-1 split of
its

F-14
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
15. INITIAL PUBLIC OFFERING--(CONTINUED)

common stock; 362,000 shares of redeemable preferred stock outstanding prior
to the offering have been converted to common stock as of July 15, 1996, so
that 13,860,000 shares of common stock are outstanding.

The share and per share amounts in the accompanying financial statements
have been adjusted to retroactively include all shares issued during the
twelve months prior to May 31, 1996 and to reflect the common stock split for
all periods presented.

16. CONTINGENCIES, COMMITMENTS AND OTHER CIRCUMSTANCES

The Company provides construction, engineering and specialty services to the
oil and gas industry. The Company's principal markets are currently Africa,
the Middle East, South America and the United States. Operations outside the
United States may be subject to certain risks which ordinarily would not be
expected to exist in the United States, including foreign currency
fluctuations, expropriation of assets, civil uprisings and riots, instability
of government and legal systems of decrees, laws, regulations, interpretations
and court decisions which are not always fully developed and which may be
retroactively applied. Management is not presently aware of any events of the
type described in the countries in which it operates that have not been
provided for in the accompanying consolidated financial statements. Based upon
the advice of knowledgeable professionals in the various work countries
concerning the interpretation of the laws, practices and customs of the
countries in which it operates, management believes the Company has followed
the current practices in those countries; however, because of the nature of
these potential risks, there can be no assurance that the Company may not be
adversely affected by them in the future. The Company insures substantially
all of its equipment in countries outside the United States against certain
political risks and terrorism. As of December 31, 1995, the Company had 86
percent (81 percent in 1994) of its assets outside of the United States.

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

Certain post contract completion audits and reviews are being conducted by
clients 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.

The Company has certain operating leases for office and camp facilities.
Rental expense, excluding daily rentals and reimbursable rentals under cost
plus contracts, was $2,018 in 1993, $1,876 in 1994 and $1,896 in 1995. Minimum
lease commitments under operating leases as of December 31, 1995, total
$10,278 and are payable as follows: 1996, $1,596; 1997, $960; 1998, $1,355;
1999, $1,460; 2000, $1,473; later years, $3,434.

F-15
<PAGE>

[PICTURE OF COMPANY ADVERTISEMENT]

ISO 9000 Certifications [PICTURE OF CERTIFICATES OF
REGISTRATION (ISO 9000)]

WILLBROS MISSION IS . . .

To provide - anytime, anywhere - safe, efficient and extraordinarily
competent services to our worldwide clients in a manner which justifies
employee pride and customer confidence.

[LOGO]
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPEC-
TUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER. THIS PRO-
SPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, SHARES OF COMMON STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

----------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 14
Dividend Policy.......................................................... 14
Capitalization........................................................... 15
Dilution................................................................. 15
Selected Consolidated Financial and Other Data........................... 16
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 18
Business................................................................. 23
Management............................................................... 42
Certain Transactions..................................................... 53
Principal and Selling Stockholders....................................... 54
Description of Capital Stock............................................. 55
Shares Eligible for Future Sale.......................................... 57
Certain Income Tax Considerations........................................ 58
Underwriting............................................................. 62
Legal Matters............................................................ 64
Experts.................................................................. 64
Additional Information................................................... 64
Enforceability of Civil Liabilities Under the Federal Securities Laws.... 65
Index to Consolidated Financial Statements............................... F-1
</TABLE>

----------------

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICI-
PATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

[LOGO APPEARS HERE]

WILLBROS GROUP, INC.

----------------

6,000,000 SHARES
COMMON STOCK

PROSPECTUS
, 1996

----------------

DILLON, READ & CO. INC.
MERRILL LYNCH & CO.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

All amounts which are payable by the Registrant, except SEC, NASD and New
York Stock Exchange fees, are estimates.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 30,932
NASD filing fee.................................................. 9,470
New York Stock Exchange listing fee.............................. 113,510
Transfer agent's fees and expenses............................... 1,000
Printing, engraving and shipping expenses........................ 185,000
Legal fees and expenses.......................................... 225,000
Blue sky fees and expenses (including legal fees)................ 13,000
Accounting fees and expenses..................................... 125,000
Miscellaneous.................................................... 72,088
--------
Total.......................................................... $775,000
========
</TABLE>

ITEM 14. 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, Panama counsel to the
Registrant, has advised the Registrant that, as between the Registrant and its
directors, officers and agents, such liability may be released 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 of
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 Panama 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
breach of fiduciary duty 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

II-1
<PAGE>

and officers of the Registrant to the full extent permitted by, and in the
manner permissible under, the laws of the Republic of Panama. The Registrant
has also entered into specific agreements with its directors and officers
providing for indemnification of such persons under certain circumstances.

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.

The form of Underwriting Agreement included as Exhibit 1 provides for
indemnification of the Registrant and certain controlling persons under
certain circumstances, including liabilities under the Securities Act of 1933,
as amended (the "Securities Act").

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following information is furnished as to securities of the Registrant
sold within the past three years which were not registered under the
Securities Act. Each of the issuances and sales described below was effected
and relies upon an exemption from registration as set forth below. No
underwriting discounts or commissions were paid in connection with such sales.
All references in this Item 15 to the number of shares of Common Stock and to
common stock per share data have been restated to reflect a 30-for-1 stock
split effected on May 27, 1996.

1. Within the past three years, the Registrant has granted stock options,
all of which have been exercised, for the purchase of a total of 786,000
shares of Common Stock, pursuant to the Registrant's employee non-qualified
stock ownership plans. Such options were issued to employees of the Registrant
in reliance on an exemption from registration under the Securities Act,
pursuant to Rule 701 promulgated under the Securities Act for securities
issued under compensatory plans, as follows:

<TABLE>
<CAPTION>
PER SHARE
DATE OF EXERCISE NUMBER OF SHARES EXERCISE PRICE
---------------- ---------------- --------------
<S> <C> <C>
October 11, 1993 96,000 $2.90
October 27, 1994 223,500 3.33
November 4, 1994 148,500 3.33
October 31, 1995 91,500 3.83
November 15, 1995 103,500 3.83
May 8, 1996 123,000 4.53
</TABLE>

2. On May 8, 1996, the Registrant granted stock options, all of which have
been exercised, for the purchase of a total of 150,000 shares of Common Stock
and 5,192 shares of Preferred Stock, at per share exercise prices of $4.53 and
$136, respectively, pursuant to the Registrant's management personnel non-
qualified stock ownership plans. Such options were issued to officers and key
employees of the Registrant in reliance on an exemption from registration
under the Securities Act, pursuant to Rule 701 promulgated under the
Securities Act for securities issued under compensatory plans.

3. On September 30, 1993, certain subordinated notes of the Registrant, in
an aggregate principal amount of $10 million, were prepaid in full, and
certain warrants which had been issued in connection with such subordinated
notes, representing the right to acquire 12,000 shares of Preferred Stock in
the aggregate, at an exercise price of $100 per share, were exercised. Such
notes and warrants were issued by the Registrant in 1992 and were held by
Heerema, the Yorktown and Concord Investors and certain members of the
Registrant's management. Exemption from registration under the Securities Act
for such transaction is claimed under Section 4(2) of the Securities Act for
transactions by an issuer not involving any public offering, or in a certain
instance, under Regulation S under the Securities Act for transactions made
outside the United States.

II-2
<PAGE>

4. Effective as of July 15, 1996, the 362,000 issued and outstanding shares
of Preferred Stock were converted into 10,860,000 shares of Common Stock. The
outstanding Preferred Stock was held by Heerema, the Yorktown and Concord
Investors and certain members of the Registrant's management. Exemption from
registration under the Securities Act for such transaction is claimed under
Section 3(a)(9) of the Securities Act for exempted securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits*:

The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-1.

<TABLE>
<C> <S>
1.** Form of Underwriting Agreement.
3.1**** Restated Articles of Incorporation of the Registrant.
3.2** Restated By-laws of the Registrant.
4.** Form of stock certificate for the Registrant's Common Stock, par
value $.05 per share.
5.1** Opinion of Arias, Fabrega & Fabrega, regarding the legality of
the Common Stock.
10.1*** Credit Agreement dated September 16, 1993, among the Registrant,
Willbros International, Inc., Willbros USA, Inc., Willbros
Engineering & Construction Limited, certain designated
subsidiaries, certain financial institutions, and Bank of
America National Trust and Savings Association, as agent.
10.2*** First Amendment to Credit Agreement dated November 30, 1994,
among the Registrant, Willbros International, Inc., Willbros
USA, Inc., Willbros Engineering & Construction Limited, certain
designated subsidiaries, certain financial institutions, and
Bank of America National Trust and Savings Association, as
agent.
10.3** Employment Agreement dated January 1, 1996, by and among Willbros
USA, Inc., Larry J. Bump and the Registrant.
10.4** Employment Agreement dated January 1, 1996, by and among Willbros
USA, Inc., Melvin F. Spreitzer and the Registrant.
10.5** Employment Agreement dated January 1, 1996, by and among Willbros
USA, Inc., Gary L. Bracken and the Registrant.
10.6** Employment Agreement dated January 1, 1996, by and among Willbros
USA, Inc., M. Kieth Phillips and the Registrant.
10.7*** Form of Indemnification Agreement between the Registrant and its
officers.
10.8*** Willbros Group, Inc. 1996 Stock Plan.
10.9*** Willbros Group, Inc. Director Stock Plan.
10.10*** Willbros USA, Inc. Executive Benefit Restoration Plan.
10.11*** Form of Secured Promissory Note under the Willbros International,
Inc. and Willbros USA, Inc. 1995 Management Personnel Non-
Qualified Stock Ownership Plans.
10.12*** Form of Secured Promissory Note under the Willbros International,
Inc. and Willbros USA, Inc. 1992 Employee Non-Qualified Stock
Ownership Plans.
10.13*** Registration Rights Agreement dated April 9, 1992, between the
Registrant and Heerema Holding Construction, Inc., Yorktown
Energy Partners, L.P., Concord Partners II, L.P., Concord
Partners Japan, Limited and certain other stockholders of the
Registrant.
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
10.14*** Stock Purchase Agreement dated May 1, 1994, between Willbros
Suramerica, S.A. and Inversiones 252-28, C.A., providing for the
purchase of Construcciones Acuaticas Mundiales, S.A. (CAMSA).
10.15** Stock Purchase Agreement dated April 9, 1992, between Willbros
Acquisition Corp. and Heerema Holding Construction, Inc.,
providing for the purchase of stock of Willbros Group, Inc.
10.16** Form of Indemnification Agreement between the Registrant and its
directors.
10.17** Willbros Engineers, Inc. Management Incentive Plan dated January
1, 1996.
10.18** Willbros USA, Inc. Management Incentive Plan dated January 1,
1996.
21.*** Subsidiaries of the Registrant.

23.1**** Consent of KPMG Peat Marwick.
23.2** Consent of Arias, Fabrega & Fabrega (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.3** Consent of Conner & Winters, a Professional Corporation.
24.*** Power of Attorney (included in this Part II).
27.*** Financial Data Schedule.
</TABLE>
- --------
* Exhibits excluded are not applicable.
** Previously filed with Amendment No. 1 to this Registration Statement on
July 12, 1996.
*** Previously filed with this Registration Statement on June 7, 1996.
**** Filed herewith.

(b) Financial Statement Schedules:

Index to Consolidated Financial Statement Schedule

Independent Auditors' Report

II--Consolidated Valuation and Qualifying Accounts

All other schedules are omitted as inapplicable or because the required
information is contained in the financial statements or included in the
footnotes thereto.

ITEM 17. UNDERTAKINGS.

(f) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions referred to in Item 14 of this
Registration Statement, 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 Securities 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,

II-4
<PAGE>

submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

(i) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

II-5
<PAGE>

SIGNATURES

THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF DALLAS, STATE OF TEXAS, ON THE 9TH DAY OF AUGUST, 1996.

Willbros Group, Inc.

/s/ Larry J. Bump
By: __________________________________
LARRY J. BUMP
CHAIRMAN OF THE BOARD, PRESIDENT,
CHIEF EXECUTIVE OFFICER AND CHIEF
OPERATING OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO 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
_____________________________ Board, President, Chief August 9, 1996
LARRY J. BUMP Executive Officer and Chief
Operating Officer (Principal
Executive Officer and
Authorized Representative in
the United States)

/s/ Melvin F. Spreitzer Director, Executive Vice
_____________________________ President, Chief Financial August 9, 1996
MELVIN F. SPREITZER Officer and Treasurer
(Principal Financial Officer
and Principal Accounting
Officer)

Guy E. Waldvogel* Director
_____________________________ August 9, 1996
GUY E. WALDVOGEL

Bryan H. Lawrence* Director
_____________________________ August 9, 1996
BRYAN H. LAWRENCE

Peter A. Leidel* Director
_____________________________ August 9, 1996
PETER A. LEIDEL

*By: /s/ John N. Hove
_____________________________
JOHN N. HOVE
ATTORNEY-IN-FACT

II-6
<PAGE>

WILLBROS GROUP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report on Consolidated Financial Statement
Schedule................................................................ S-2
Schedule II--Consolidated Valuation and Qualifying Accounts.............. S-3
</TABLE>

S-1
<PAGE>

INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

The Stockholders and Board of Directors
Willbros Group, Inc.:

The audits referred to in our report dated January 31, 1996, except as to
Note 15, which is as of July 15, 1996, included the related consolidated
financial statement schedule for each of the years in the three-year period
ended December 31, 1995, included in the registration statement. This
consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated financial statement schedule based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

KPMG Peat Marwick

Panama City, Panama
January 31, 1996

S-2
<PAGE>

WILLBROS GROUP, INC.

SCHEDULE II--CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
YEAR BEGINNING COSTS AND CHARGE OFFS END OF
ENDED DESCRIPTION OF YEAR EXPENSES AND OTHER YEAR
----- ----------------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
December
31, 1993 Allowance for bad debts $ 733 $ 945 $(326) $1,352
December
31, 1994 Allowance for bad debts $1,352 $1,086 $ 4 $2,442
December
31, 1995 Allowance for bad debts $2,442 $ 694 $(144) $2,992
</TABLE>

S-3
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
1.** Form of Underwriting Agreement.
3.1**** Restated Articles of Incorporation of the Registrant.
3.2** Restated By-laws of the Registrant.
4.** Form of stock certificate for the Registrant's Common Stock,
par value $.05 per share.
5.1** Opinion of Arias, Fabrega & Fabrega, regarding the legality of
the Common Stock.
10.1*** Credit Agreement dated September 16, 1993, among the
Registrant, Willbros International, Inc., Willbros USA, Inc.,
Willbros Engineering & Construction Limited, certain
designated subsidiaries, certain financial institutions, and
Bank of America National Trust and Savings Association, as
agent.
10.2*** First Amendment to Credit Agreement dated November 30, 1994,
among the Registrant, Willbros International, Inc., Willbros
USA, Inc., Willbros Engineering & Construction Limited,
certain designated subsidiaries, certain financial
institutions, and Bank of America National Trust and Savings
Association, as agent.
10.3** Employment Agreement dated January 1, 1996, by and among
Willbros USA, Inc., Larry J. Bump and the Registrant.
10.4** Employment Agreement dated January 1, 1996, by and among
Willbros USA, Inc., Melvin F. Spreitzer and the Registrant.
10.5** Employment Agreement dated January 1, 1996, by and among
Willbros USA, Inc., Gary L. Bracken and the Registrant.
10.6** Employment Agreement dated January 1, 1996, by and among
Willbros USA, Inc., M. Kieth Phillips and the Registrant.
10.7*** Form of Indemnification Agreement between the Registrant and
its officers.
10.8*** Willbros Group, Inc. 1996 Stock Plan.
10.9*** Willbros Group, Inc. Director Stock Plan.
10.10*** Willbros USA, Inc. Executive Benefit Restoration Plan.
10.11*** Form of Secured Promissory Note under the Willbros
International, Inc. and Willbros USA, Inc. 1995 Management
Personnel Non-Qualified Stock Ownership Plans.
10.12*** Form of Secured Promissory Note under the Willbros
International, Inc. and Willbros USA, Inc. 1992 Employee Non-
Qualified Stock Ownership Plans.
10.13*** Registration Rights Agreement dated April 9, 1992, between the
Registrant and Heerema Holding Construction, Inc., Yorktown
Energy Partners, L.P., Concord Partners II, L.P., Concord
Partners Japan, Limited and certain other stockholders of the
Registrant.
10.14*** Stock Purchase Agreement dated May 1, 1994, between Willbros
Suramerica, S.A. and Inversiones 252-28, C.A., providing for
the purchase of Construcciones Acuaticas Mundiales, S.A.
(CAMSA).
10.15** Stock Purchase Agreement dated April 9, 1992, between Willbros
Acquisition Corp. and Heerema Holding Construction, Inc.,
providing for the purchase of stock of Willbros Group, Inc.
10.16** Form of Indemnification Agreement between the Registrant and
its directors.
10.17** Willbros Engineers, Inc. Management Incentive Plan dated
January 1, 1996.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
<C> <S>
10.18** Willbros USA, Inc. Management Incentive Plan dated January 1,
1996.
21.*** Subsidiaries of the Registrant.
23.1**** Consent of KPMG Peat Marwick.
23.2** Consent of Arias, Fabrega & Fabrega (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.3** Consent of Conner & Winters, a Professional Corporation.
24.*** Power of Attorney (included in this Part II).
27.*** Financial Data Schedule.
</TABLE>
- --------
** Previously filed with Amendment No. 1 to this Registration Statement on
July 12, 1996.
***Previously filed with this Registration Statement on June 7, 1996.
****Filed herewith.

<PAGE>

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF ARTICLES OF INCORPORATION OF
WILLBROS GROUP, INC.

We, the undersigned, Larry J. Bump and John N. Hove, President and Secretary,
respectively, of WILLBROS GROUP, INC., a corporation organized and existing in
accordance with the laws of the Republic of Panama, do hereby certify that the
Articles of Incorporation of said Corporation have been amended and restated so
that henceforth said Articles of Incorporation shall read in its entirety as
follows:

RESTATED ARTICLES OF INCORPORATION
----------------------------------

FIRST: Name. The name of the Corporation is
------ ----
WILLBROS GROUP, INC.

SECOND: Purposes. The general purpose of the Corporation is to do any
------- --------
and all of the things and to exercise any and all of the powers hereinafter
set forth, in any part of the world, namely:

(a) To carry on and conduct a general contracting, engineering and
petroleum services and construction business; to engineer, design, operate,
plan, maintain, erect, construct, improve, enlarge, repair, alter, renovate,
decorate, furnish and engage in work upon pipelines and related facilities,
refineries, buildings, streets, roads, highways, bridges, viaducts, railroads,
railway structures, piers, docks, mines, shafts, waterworks, reservoirs, dams,
canals, sewer systems, electrical transmission systems, excavations, and
telephone and telegraph systems, and other structures and works; to employ
<PAGE>

-2-

mechanics, laborers, artisans, and workmen; to make contracts and sub-contracts
for work and materials; and to purchase, manufacture, sell and otherwise deal in
and with building and construction materials, machinery, equipment and supplies
of every kind and description.

To construct, engineer, design, purchase, plan or otherwise
acquire, improve, enlarge, repair, alter, renovate, lease as lessee, maintain,
operate, sell or otherwise dispose of, lease as lessor, mortgage and deal in and
with pipelines, gathering lines, lateral lines, pumping stations, tanks,
compressors, bridges, structures, tunnels, buildings, plants and communication
equipment used for the transmission, storage, processing and distributing of
gas, oil, petroleum products and by-products, dairy products, water,
fertilizers, coal slurries and any and all other products, commodities and
materials, whether of a similar or different nature.

To explore for, mine, refine, develop, improve, conduct
experimentation on, process, generate, retrieve, transport, transmit or gather
any form of energy and to design, construct or provide any facilities, machinery
or equipment necessary or convenient to the conduct of such activities.

(b) To establish, transact and carry on generally a financial,
investment holding, brokerage, guaranty, consultancy, underwriting, mercantile,
trading, manufacturing, exporting, importing, freight forwarding, design,
engineering, architectural, construction, installation, maintenance, repair,
purchasing, inspection, shipping, transportation, chartering, leasing,
agricultural, auditing, hostelry, food, beverage, clothing, fishing, mining,
exploration, development, communication, advertising, and warehousing business
and, in general, to engage in any other lawful business, trade or activity
related to such activities, including without limitation marine services such as
the design, engineering, construction, fabrication or installation of onshore
and offshore structures, pilings, pipelines, piers, dock facilities and bridges,
the operation of
<PAGE>

-3-

vessels, the transportation of rigs and offshore facilities, whether or not such
business, trade or activity is similar to the aforementioned purposes.

(c) To invest the capital of the Corporation, accretions to capital
and the income of the Corporation or any part thereof, as the Board of Directors
may determine, in real property, including the construction and alteration of
buildings, and in personal property of any description whatsoever, including
mortgages, bonds, shares and other securities, and from time to time to change
said investments by sale, exchange or otherwise, and to invest the proceeds of
any sale or sales in other investments of a like nature.

(d) To establish, transact and carry on the business of a
manufacturing, merchandising and trading company; to manufacture, purchase,
lease, sublease and acquire by contract, license or otherwise; to hold, own,
mortgage, pledge, hypothecate, exchange, sell, assign, and transfer, or
otherwise dispose of; and to manage, invest, trade and deal in and with, both
for its own account and for the account of others, raw materials, goods, wares,
merchandise, commodities and other property of every kind, nature and
description.

(e) To establish, transact and carry on the business of exporters,
importers and forwarders as principal, factor, agent, broker, commission
merchant or otherwise, in the Republic of Panama, and in any and all colonies,
dependencies, dominions, possessions, states, territories and countries foreign
thereto; to export from and import into the Republic of Panama and from and into
any and all colonies, dependencies, dominions, possessions, states, territories
and countries foreign thereto, as principal, factor, agent, broker, commission
merchant or otherwise, raw materials, goods, wares, merchandise, commodities and
other property of every kind, nature and description; to deal in bills of
lading, warehouse receipts and any and all other documents necessary or
incidental to the conduct of such business; to act as factor, agent, broker,
<PAGE>

-4-

representative, trustee or commission merchant for any person or company and as
trustee without conducting trust businesses in the Republic of Panama.

(f) To purchase, build, hire, charter, or otherwise own, hold, use
and dispose of steam and other ships and vessels and their appurtenances; to
establish, operate and maintain steam and other ships and vessels between any
cities, towns and ports in the Republic of Panama or in any part of the world;
and generally to transport passengers, raw materials, goods, wares, merchandise,
commodities, animals and other property of every kind, nature and description.

(g) To apply for, purchase, register or in any manner to acquire,
hold, own, use, operate, introduce, sell, lease, assign, pledge or in any manner
dispose of, and in any manner deal with, patents, patent rights, licenses,
copyrights, trade marks, trade names, formulae, secret processes, inventions,
improvements and processes used in connection with or secured under leases,
patents or similar rights granted by the Republic of Panama or by any other
country or government or otherwise; to acquire, own, use, deal in or with, and
in any manner dispose of any and all inventions, improvements, and processes,
labels, designs, brands and other rights; and to work operate, exercise or
develop the same and to carry on any business which the Corporation may deem
advantageous to effectuate, directly or indirectly, these purposes or any of
them.

(h) To guarantee or become liable for the payment of money or for the
performance of any obligations, and generally to transact all kinds of guarantee
business, and also to transact all kinds of agency business.

(i) To acquire by original subscription, syndicate participation,
tender, purchase, or otherwise, and to hold, sell, exchange, surrender, lease,
assign, transfer, mortgage, charge, convert, turn to account, deal in, pledge or
otherwise dispose of shares, stocks, debenture stocks, scrip, debentures, bonds,
mortgages, notes, warrants, coupons, drafts, obligations, securities, produce,
<PAGE>

-5-

concessions, options, patents, annuities, licenses, policies, debts, business
concerns and goodwill, claims, privileges, choses in action, commercial
instruments, evidences of indebtedness and contracts, of every nature and kind,
issued, created or guaranteed by any other person or company and irrespective of
the business which it may be carrying on or be authorized to carry on, and
irrespective of the locality in which it operates, or issued, created or
guaranteed by any government, public body or authority, municipal, local or
otherwise, and whether of the Republic of Panama or elsewhere, and while the
owner thereof to receive, collect and dispose of interest and dividends thereon
and income therefrom, and to exercise all the rights, powers and privileges of
ownership, including the right to vote thereon.

(j) To acquire and undertake the whole or any part of the business,
property and liabilities of any person or company carrying on any business or
possessed of property suitable for the purposes of the Corporation, and to carry
on, conduct, assist, subsidize, contribute to, dissolve or liquidate any
business so acquired, or any other business which can be advantageously carried
on by the Corporation; to organize, incorporate, reorganize, aid, assist
(financially or otherwise), amalgamate, consolidate or merge with any subsidiary
or affiliated company, or any other company and to do any and all things
necessary or convenient to carry such purposes into effect.

(k) To draw, make, accept, indorse, discount, execute, issue and deal
in promissory notes, bills of exchange, bills of lading, warrants, debentures
and other negotiable or transferable instruments.

(l) To purchase, take on lease or in exchange, hire or otherwise
acquire, hold, sell, mortgage or pledge, transfer or otherwise dispose of any
real and personal property and any rights and privileges which the Corporation
may think necessary or convenient for the purposes of its business; and to pay
for any such property and any rights, interests or privileges acquired by the
Corporation in exchange for money or other property, rights or interests
<PAGE>

-6-

held by the Corporation, or for the issuance or assignment and delivery in
exchange therefor (in any manner permitted by law) its own shares, bonds,
debentures, notes, certificates of indebtedness or other obligations, or any of
them, however evidenced.

(m) To purchase or otherwise acquire, hold, sell, pledge, transfer or
otherwise dispose of, and to reissue its own capital stock, bonds, debentures,
notes or other securities, obligations or evidences of indebtedness of the
Corporation from time to time to such extent and in such manner and upon such
terms and conditions as the Board of Directors shall determine; provided,
however, that shares of its own capital stock belonging to the Corporation shall
not be voted upon directly or indirectly.

(n) To borrow money, to issue bonds, promissory notes, bills of
exchange, debentures, and other obligations, securities and evidences of
indebtedness, whether secured by mortgage, pledge, deed of trust or otherwise,
or unsecured, for money borrowed or in payment of property, real or personal,
purchased or acquired, for labor done or for any other lawful object; and to
mortgage or pledge all or any part of its properties, rights, interests,
easements and franchises, including after-acquired property or rights, and any
and all shares of stock, bonds, debentures or other securities, obligations or
evidences of indebtedness at any time owned or held by it.

(o) To insure with any other person or company against losses,
damages, risks and liabilities of all kinds which may affect the Corporation.

(p) To establish and support or aid in the establishment and support
of associations, institutions, funds and services calculated to benefit
employees or ex-employees of the Corporation or the dependents or relatives of
such persons, to grant pensions and allowances, to make payments towards
insurance, and to subscribe or guarantee money for charitable or benevolent
objects or for any exhibition or for any public, general or useful objects.
<PAGE>

-7-

(q) To make and carry into effect any agreement or contract for
sharing profits, union of interests, cooperation, joint adventure, reciprocal
concession or otherwise with, and to manage or supervise any person or company,
carrying on or engaged in, or about to carry on or engage in, any business or
transaction which the Corporation is authorized to carry on or engage in, or any
business or transaction capable of being conducted so as to benefit the
Corporation directly or indirectly; and to accept by way of consideration for
any such agreement or contract or for management services, cash or any stock,
debentures or securities of any person or company.

(r) To establish or promote and to cause to be incorporated any
company for the purpose of acquiring all or any part of the property and
liabilities of the Corporation, or for any other purpose which may seem
calculated to benefit the Corporation directly or indirectly.

(s) To enter into, make, perform and carry out contracts of every
kind for any lawful purpose; to enter into any arrangements with any governments
or authorities, municipal, local or otherwise and to obtain from any such
government or authority, any rights, privileges and concessions which the
Corporation may consider desirable to obtain; and to carry out, exercise, and
comply with any such arrangements, rights, privileges and concessions.

(t) To sell, lease or otherwise dispose of the whole or any part of
the assets, rights, property or undertakings of the Corporation for cash,
shares, debentures, bonds, mortgages or other securities of any other company,
or for such consideration as the Board of Directors may think fit; and to
improve, manage, develop, exchange, mortgage, turn to account or otherwise deal
with all or any part of the assets, rights and property of the Corporation.

(u) To lend or advance money or give credit to, or give guarantee or
become security for, stockholders, officers or directors of the Corporation, to
any person, firm or corporation in which the Corporation has any direct or
indirect beneficial interest, wherever located, any customers or others
<PAGE>

-8-

having dealings with the Corporation, on such terms as the Board of Directors
may deem expedient.

(v) To have one or more offices and to carry on and conduct any or
all of its operations and business and to do all such things as are conducive or
incidental to the attainment of its corporate purposes in the Republic of Panama
and in any and all colonies, dependencies, dominions, possessions, states,
territories and counties foreign thereto; to keep the books and accounts of the
Corporation, including the Stock Register, at any place or places, either within
or without the Republic of Panama; and to procure the registration or
qualification or recognition of the Corporation in or under the laws of any
colony, dependency, dominion, possession, state, territory or country in the
world.

(w) To provide for the management of the affairs of the Corporation
abroad in such manner and by such means as the Board of Directors may from time
to time deem suitable and appropriate and for the delegation to an attorney or
attorneys of the Corporation, who may be any person or persons, of such powers,
authorities and discretions as the directors may think fit.

(x) To issue shares of the capital stock of the Corporation for cash,
for labor done, for property, real or personal, or for leases thereof, or for
any combination of any of the foregoing, or in exchange for the stock,
debentures, debenture stock, bonds, securities or obligations of any person,
firm, association, corporation or other organization.

(y) To accept and vote a proxy or proxies from individuals,
partnerships, persons, firms, associations or corporations.

(z) To distribute in specie, by way of dividend or otherwise, among
the stockholders, customers or employees of the Corporation, any shares of stock
or securities belonging to the Corporation or any property or assets of the
Corporation.

<PAGE>

-9-

(aa) To do any and all of the above acts and things and to have and
exercise any and all of the above powers in any part of the world and either as
principal, attorney, factor, broker, commission merchant, trustee (without
conducting trust businesses in the Republic of Panama), agent, contractor or
otherwise and either alone or in conjunction with others and either by or
through agents, trustees or otherwise.

(bb) To do all things necessary for the accomplishment of the objects
and purposes enumerated in these Articles of Incorporation or any amendment
thereto or necessary or incidental to the protection or benefit of the
Corporation.

(cc) In general, to carry on any lawful business not prohibited to
corporations in any part of the world whether or not such business is similar in
nature to the objects set forth in these Articles of Incorporation or any
amendment thereto, including without limitation to have and exercise all the
powers conferred by the laws of the Republic of Panama upon corporations formed
under the Act hereinafter referred to, and to do any or all of the things
hereinbefore set forth to the same extent as natural persons might or could do.

It is hereby declared that the word "company" wherever used in this Article
SECOND shall be deemed to include any partnership or other body of persons,
whether incorporated or not incorporated, and whether organized or domiciled in
the Republic of Panama or elsewhere. The purposes specified in each paragraph of
this Article SECOND shall, except where otherwise expressed in such paragraph,
be in no wise limited or restricted by reference or inference, from the terms of
any other paragraph and that in the event of any ambiguity this Article SECOND
shall be construed in such a way as to widen and not to restrict the powers of
the Corporation.

With these purposes the Corporation shall have all the powers outlined in
Article 19 of Law 32 of 1927 of the Republic of Panama as well as any other
powers which may be granted to the Corporation by any other laws in force.
<PAGE>

-10-

THIRD: Capital. The authorized capital of the Corporation shall
----- -------
consist of THIRTY-SEVEN MILLION NINE HUNDRED SIXTY THOUSAND U.S. DOLLARS (U.S.
$37,960,000), consisting of: THIRTY-FIVE MILLION (35,000,000) shares of common
stock, par value FIVE U.S. CENTS (U.S. $.05) per share ("Common Stock"); THREE
HUNDRED SIXTY-TWO THOUSAND (362,000) shares of preferred stock, par value ONE
HUNDRED U.S. DOLLARS (U.S. $100.00) per share ("Preferred Stock"); and ONE
MILLION (1,000,000) shares of class A preferred stock, par value ONE U.S. CENT
(U.S. $.01) per share ("Class A Preferred Stock"). Shares shall all be in
nominative form and may not be issued to bearer.

A. The powers, designations and preferences and the relative,
participating, optional and other special rights of Common Stock and Preferred
Stock, and the qualifications, limitations and restrictions of such preferences
and/or rights, are as follows:

(a) Dividends. The holders of Preferred Stock, in preference to
---------
the holders of Common Stock, shall be entitled to receive, when and as declared
by the Board of Directors out of any funds legally available therefor,
cumulative dividends in cash, payable quarterly on the last day of each of the
months of March, June, September and December in each year commencing with 1996
to holders of Preferred Stock of record on the first day of the calendar month
in which such dividends are payable, of EIGHT U.S. DOLLARS (U.S. $8.00) per
share per annum. Dividends on shares of Preferred Stock shall first begin to
accrue on January 1, 1996, shall be cumulative, and shall be paid pro rata to
the holders of Preferred Stock. Accrued but unpaid dividends shall not bear
interest.

Commencing January 1, 1996, and for so long thereafter as
any shares of Preferred Stock are outstanding, no dividend or other
<PAGE>

-11-

distribution shall be declared or paid on shares of Common Stock with respect to
any calendar year, unless the cumulative dividends on all outstanding shares of
Preferred Stock shall have been paid in full or contemporaneously are declared
and paid through December 31st of such calendar year. At any time after such
cumulative dividends have been paid in full or contemporaneously declared and
paid through December 31st of such calendar year, a dividend or other
distribution may be declared or paid on shares of Common Stock; provided that,
after the holders of Common Stock shall have received in any calendar year
commencing January 1, 1996, dividends or other distributions, in the aggregate,
in an amount per share of Common Stock held by such holders equal to the
quotient obtained by dividing EIGHT U.S. DOLLARS (U.S. $8.00) by the Conversion
Ratio then in effect pursuant to paragraph (d) below, no further dividends or
other distributions shall be declared or paid on shares of Common Stock during
such calendar year, unless an equivalent dividend or distribution on the
outstanding shares of Preferred Stock shall have been paid or declared and a sum
sufficient for the payment thereof set apart. For purposes of the declaration or
payment of dividends or other distributions, a dividend or distribution on
shares of Preferred Stock shall be deemed "equivalent" to a dividend or
distribution on shares of Common Stock if the dividend or distribution declared
or paid on each outstanding share of Preferred Stock entitles the holder thereof
to the same money or other property to which such holder would have been
entitled if such holder held the number of full and fractional shares of Common
Stock into which such share of Preferred Stock is then convertible.

(b) Liquidation. Upon any voluntary or involuntary liquidation,
-----------
dissolution or winding up of the Corporation: (i) each holder of record of
shares of Preferred Stock shall be entitled, before any distribution is made on
shares of Common Stock, to be paid ONE HUNDRED U.S. DOLLARS (U.S. $100.00) per
share of Preferred Stock held by such holder, plus, in each
<PAGE>

-12-

case, an amount equal to all accrued and unpaid dividends thereon, if any; (ii)
thereafter, each holder of record of shares of Common Stock shall be entitled,
before any further distribution is made on shares of Preferred Stock, to be paid
an amount per share of Common Stock held by such holder equal to the quotient
obtained by dividing ONE HUNDRED U.S. DOLLARS (U.S. $100.00) by the Conversion
Ratio then in effect pursuant to paragraph (d) below; and (iii) thereafter, the
holders of Common Stock and Preferred Stock shall be entitled to participate in
the net assets of the Corporation remaining after such dissolution, liquidation
or winding up and after payment or provision for the payment of the debts and
liabilities of the Corporation, distributing such proceeds pro rata among the
holders of Common Stock and Preferred Stock without priority between such
classes, and for purposes of liquidating distributions each share of Preferred
Stock shall be treated as the number of full and fractional shares of Common
Stock into which such share of Preferred Stock is then convertible.

The foregoing provisions of this paragraph (b) shall not,
however, be deemed to require the distribution of assets among the holders of
Common Stock and Preferred Stock in the event of a merger, consolidation, or
sale, transfer or lease of all or substantially all of the Corporation's assets
if such transaction does not in fact result in the dissolution, liquidation or
winding up of the Corporation.

(c) Voting. Each share of Common Stock shall entitle the
------
registered holder thereof to one vote on all matters brought before the
stockholders of the Corporation for a vote. The registered holders of shares of
Preferred Stock shall also be entitled to vote on all matters brought before the
stockholders of the Corporation for a vote, with each share of Preferred Stock
entitling the registered holder thereof to one vote for each whole share of
<PAGE>

-13-

Common Stock into which such share of Preferred Stock is then convertible.
Except as set forth below or as otherwise required by law, the holders of
Preferred Stock and the holders of Common Stock shall vote together as one class
on all matters brought before the stockholders of the Corporation for a vote.

The holders of the Preferred Stock shall be entitled to vote
as a class upon any proposed amendment to the Corporation's Articles of
Incorporation, if and to the extent such amendment would increase or decrease
the aggregate number of authorized shares of Preferred Stock, increase or
decrease the par value of the shares of Preferred Stock, alter or change the
powers, preferences or special rights of the Preferred Stock so as to affect
them adversely, or authorize a class of equity security of the Corporation
senior to the Preferred Stock.

(d) Conversion. Each share of Preferred Stock shall be
----------
convertible, at the option of the holder thereof, at any time, into that number
of full shares of Common Stock equal to the Conversion Ratio (as hereinafter
defined and as the same may be adjusted as set forth below). Conversion of a
share of Preferred Stock shall be effected by surrender of the holder's
certificate representing such share of Preferred Stock, accompanied by a written
notice from such holder addressed to the Corporation requesting conversion. Upon
voluntary conversion, holders of converted shares of Preferred Stock will be
issued certificates representing the full shares of Common Stock (and cash with
respect to any fractional interest in a share of Common Stock as provided below)
to which they are entitled.

Upon the effectiveness of the Corporation's first
registration statement covering Common Stock filed under the United States
<PAGE>

-14-

Securities Act of 1933, as amended, or any successor to such statute, each share
of Preferred Stock shall immediately and automatically become converted into
that number of full shares of Common Stock equal to the Conversion Ratio, as the
same may be adjusted as set forth below. Upon automatic conversion, holders of
converted shares of Preferred Stock shall promptly surrender their certificates
representing such shares to the Corporation, whereupon such holders will be
issued certificates representing the full shares of Common Stock (and cash with
respect to any fractional interest in a share of Common Stock as provided below)
to which they are entitled.

The Conversion Ratio at the time of the first issuance of
shares of Preferred Stock shall equal one (1.0). Thereafter, the Conversion
Ratio shall be subject to the following adjustments:

(i) If the Corporation shall declare a dividend or
distribution of its capital stock or of evidences of the Corporation's
indebtedness or assets (excluding cash dividends or distributions) on Common
Stock, or effect a stock split or reverse stock split with respect to Common
Stock, or issue shares of its capital stock by reclassification of shares of
Common Stock, the Conversion Ratio in effect on the record date, for any such
stock dividend or distribution, or the effective date of any such other event,
shall be adjusted proportionately so that the holder of a share of Preferred
Stock thereafter shall be entitled to receive upon conversion the aggregate
number of shares of Common Stock or other capital stock that such holder would
own or be entitled to receive after the happening of any of the events mentioned
above if such share of Preferred Stock had been converted immediately prior to
the close of business on such record date or effective date, as applicable.
<PAGE>

-15-

(ii) If the Corporation shall effect any reclassification or
similar change of outstanding shares of Common Stock (other than as set forth in
clause (i) of this paragraph (d)) or a consolidation or merger of the
Corporation with another corporation or a conveyance of all or substantially all
of the assets of the Corporation, a share of Preferred Stock shall, after such
capital reorganization, reclassification, change, consolidation, merger or
conveyance, be convertible only into the number of shares of stock or other
properties, including cash, to which a holder of the number of shares of Common
Stock deliverable upon conversion of a share of Preferred Stock would have been
entitled upon such capital reorganization, reclassification, change,
consolidation, merger or conveyance if such share of Preferred Stock had been
converted immediately prior to the effective date of such event; and, in any
such case, appropriate adjustments (as determined by the Board of Directors)
shall be made in the application of the provisions set forth in this Article
THIRD with respect to the rights and interests thereafter of the holders of
Preferred Stock to the end that the provisions set forth in this Article THIRD
(including provisions with respect to changes in and other adjustments of the
conversion rights in this paragraph (d)) shall thereafter be applicable, as
nearly as may be reasonable, in relation to any shares of stock or other
securities thereafter deliverable upon the conversion of a share of Preferred
Stock.

(iii) The Corporation shall give written notice to the
holders of Preferred Stock of any proposed transaction within the scope of
clause (i) or (ii) of this paragraph (d) not less than ten (10) days prior to
the anticipated record date or effective date, as the case may be, therefor and
provide in such written notice a brief description of the terms and conditions
of such transaction.
<PAGE>

-16-

In connection with the conversion of any shares of Preferred
Stock, no fractions of shares of Common Stock shall be issued, but the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the fair market value of such fractional interest as
determined by the Board of Directors. If more than one share of Preferred Stock
shall be surrendered for conversion at any one time by the same holder, the
number of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Preferred Stock so
surrendered.

Upon conversion of any shares of Preferred Stock the holder
thereof shall be entitled to receive from the Corporation, in respect of the
shares so converted, payment in cash of any dividends which have become payable
in accordance with paragraph (a) of this Article THIRD but remain unpaid. In the
event the Corporation is prevented by applicable corporate law, in whole or in
part, from making such dividend payment, the Corporation shall have a continuing
obligation to make such payment, which shall survive such conversion, until the
same is paid.

(e) Redemption. On March 31, 2001, the Corporation, upon
----------
notice given as provided below, shall redeem all then outstanding shares of
Preferred Stock by paying therefor in cash, as provided below, the sum of ONE
HUNDRED U.S. DOLLARS (U.S. $100.00) per share, plus, in each case, a cash amount
equal to all accrued and unpaid dividends thereon, if any (the "Redemption
Price").

At least ten (10) and not more than thirty (30) days'
previous notice of such redemption of Preferred Stock shall be mailed to the
<PAGE>

-17-

holders of record of such Preferred Stock at their respective addresses as the
same shall appear on the books of the Corporation.

On or before March 31, 2001, the Corporation may provide for
the payment of an amount sufficient to redeem the shares of Preferred Stock
called for redemption by either (i) setting aside the amount, separate from its
other funds, in trust for the benefit of the holders of the shares to be
redeemed, or (ii) depositing such amount in a bank or trust company as a trust
fund, with irrevocable instructions and authority to the bank or trust company
to give or complete the notice of redemption and to pay to the holders of the
shares of Preferred Stock to be redeemed, on or after March 31, 2001, the
Redemption Price upon surrender of their respective share certificates. If the
Corporation so provides for payment of the Redemption Price by either method,
then, from and after March 31, 2001, (i) the shares of Preferred Stock shall be
deemed to be redeemed, (ii) dividends thereon shall cease to accrue, (iii) such
setting aside or deposit shall be deemed to constitute full payment for the
shares, (iv) the shares no longer shall be deemed to be outstanding, (v) the
holders thereof shall cease to be stockholders with respect to such shares, and
(vi) the holders shall have no rights with respect thereto, except the right to
receive (without interest) the Redemption Price upon surrender of their stock
certificates. Any interest accruing on funds so set aside or deposited shall
belong to the Corporation. If funds are deposited with a bank or trust company
as provided herein, and the holders of the shares of Preferred Stock do not,
within three (3) years after such deposit, claim any amount so deposited for the
redemption thereof, the bank or trust company shall pay over to the Corporation
upon demand the balance of the funds so deposited, and the bank or trust company
thereupon shall be relieved of all responsibility to such holders.

<PAGE>

-18-

In the event the Corporation is prevented by applicable
corporate law, in whole or in part, from making any redemption payments at the
time called for under this paragraph (e), the Corporation shall make such
redemption at the appointed time, only to the extent permitted by applicable
corporate law, and shall then complete such redemption (in one or more later
transactions) at such time or times as the same is permitted by applicable
corporate law.

(f) Identical Rights and Privileges. Except as otherwise
-------------------------------
expressly provided above in this Article THIRD, the holders of Common Stock and
the holders of Preferred Stock shall be entitled to the same rights and
privileges.

(g) Restrictions on Transfer to Preserve Tax Status. It is in
-----------------------------------------------
the best interests of the Corporation and its stockholders that the
Corporation's status as a non-controlled foreign corporation ("Non-CFC") under
the United States Internal Revenue Code of 1986, as amended from time to time
(the "Code"), be preserved. Therefore, any purported Transfer (as hereinafter
defined) of any shares of Common Stock to any person or entity, which would
result in such person or entity, together with any other person or entity whose
shares of Common Stock would be aggregated with such person or entity for
purposes of Section 957 of the Code, being the beneficial owner of ten percent
(10%) or more of the issued and outstanding shares of Common Stock, will be
subject to a determination by the Board of Directors in good faith, in its sole
discretion, that such Transfer would not in any way, directly or indirectly,
affect the Corporation's Non-CFC status. The transferee or transferor proposed
to be involved in such Transfer shall give to the Secretary of the Corporation
not less than thirty (30) days prior written notice of such proposed Transfer.
In the event of an attempted Transfer in violation of this paragraph (g), the
purported transferee shall acquire no rights whatsoever in such shares of Common
Stock. If the Board of Directors shall at any time determine in good faith that
a Transfer has taken place in violation of this paragraph (g) or
that a person intends to acquire, has attempted to acquire or may acquire
ownership of any shares of Common Stock in violation of this paragraph (g), the
Board of Directors shall take such action as it deems advisable to refuse to
give effect to or to prevent such Transfer, including without limitation
instituting proceedings to enjoin such Transfer. In the case of an ambiguity in
the application of any of the provisions of this paragraph (g), the Board of
Directors shall have the power to determine the application of the provisions of
this paragraph (g), with respect to any situation based on the facts known to
it. For purposes of this paragraph (g), the term "Transfer" shall mean any sale,
transfer, gift, assignment, devise or other disposition of Common Stock,
including without limitation (1) the granting of any option or entering into of
any agreement for the sale, transfer or other disposition of Common Stock, or
(2) the sale, transfer, assignment or other disposition of any securities or
rights convertible into or exchangeable for Common Stock, whether voluntary or
involuntary, whether of record or beneficially, and whether by operation of law
or otherwise. Nothing in this paragraph (g) precludes the settlement of any
transaction entered into through the facilities of the New York Stock
Exchange.
B. Class A Preferred Stock may be issued from time to time in one or
more series, each of such series to have such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereon or thereof, as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such series adopted by
the Board of Directors as hereinafter provided. Authority is hereby expressly
granted to the Board of Directors, subject to the provisions of this Part B, to
authorize the issue of one or more series of Class A Preferred Stock and, with
respect to each series, to fix by resolution or resolutions providing for the
issue of such series:

(a) The number of shares to constitute such series and the
distinctive designation thereof, provided that unless otherwise stated in any
resolution or resolutions relating to such series, such number of shares may be
increased or decreased by the Board of Directors in connection with any
classification or reclassification of unissued shares of Class A Preferred
Stock;
<PAGE>

-19-

(b) The annual dividend rate on the shares of such series and
the date or dates from which dividends shall accumulate;

(c) Whether the holders of such series are or are not entitled
to participate in earnings of the Corporation through dividends in excess of (or
in lieu of) dividends at an annual rate and the terms of any such right to
participate;

(d) Whether or not the shares of such series shall be subject to
redemption, the limitations and restrictions with respect to such redemption, if
any, and the times of redemption of the shares of such series and the amounts
(or methods of calculating such amounts) which the holders of such series shall
be entitled to receive upon the redemption thereof, which amounts (or method of
calculating such amounts) may vary at different redemption dates and may also,
with respect to shares redeemed through the operation of any retirement or
sinking fund, be different from the amounts (or method of calculating such
amounts) with respect to shares otherwise redeemed;

(e) The amount (or method of calculating such amount) which the
holders of such series shall be entitled to receive upon the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;

(f) Whether or not the shares of such series shall be subject to
the operation of a retirement or sinking fund and, if so, the extent to and
manner in which it shall be applied to the purchase or redemption of the shares
of such series for retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof;
<PAGE>

-20-

(g) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other class or
classes, or of any other series of the same class, and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting the same, and the other terms and
conditions of such conversion or exchange;

(h) The voting rights, if any, of holders of shares of such
series in addition to the voting rights provided for by applicable law;

(i) The limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of Common Stock or any other class or classes of
stock of the Corporation ranking junior to the shares of such series;

(j) The conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock
(including additional shares of such series or of any other series or class)
ranking on a parity with or prior to the shares of such series as to dividends
or upon liquidation; and

(k) Any other preference and relative, participating, optional,
or other special rights, and qualifications, limitations or restrictions thereon
or thereof, as shall not be inconsistent with this Part B.

All shares of any one series of Class A Preferred Stock shall be
identical with each other in all respects, except that shares of any one
<PAGE>

-21-

series issued at different times may differ as to the dates from which dividends
thereon shall be cumulative if dividends on such series accumulate; and all
series shall rank equally and be identical in all respects, except as permitted
by the foregoing provisions of this Part B.

For purpose hereof and of any resolution of the Board of
Directors providing for the classification or reclassification of any shares of
Class A Preferred Stock or for the purpose of any certificate filed with the
Republic of Panama (unless otherwise provided in any such resolution or
certificate):

(i) The term "outstanding," when used in reference to shares of
stock, shall mean issued shares, excluding shares held by the Corporation and
shares called for redemption, funds for the redemption of which shall have been
deposited in trust; and

(ii) The amount of dividends "accrued" on any share of Class A
Preferred Stock of any series providing for cumulative dividends as at any
dividend date shall be deemed to be the amount of any unpaid dividends
accumulated thereon to and including such dividend date, whether or not earned
or declared, and the amount of dividends "accrued" on any share of Class A
Preferred Stock of any series as at any date other than a dividend date shall be
calculated thereon to and including the last preceding dividend date, whether or
not earned or declared, plus an amount equivalent to the pro rata portion of the
periodic dividend with respect thereto at the annual dividend rate fixed for the
shares of such series for the period after such last preceding dividend date to
and including the date as of which the calculation is made.
<PAGE>

-22-

FOURTH: Limited Liability. The liability of each stockholder is
------- -----------------
limited to the amount, if any, unpaid on his shares.

FIFTH: Domicile. The domicile of the Corporation is in the
------ --------
Republic of Panama, and the name of its Resident Agent is the law firm ARIAS,
FABREGA & FABREGA, whose domicile is at Edificio Plaza Bancomer, 50th Street,
Panama, Republic of Panama.

SIXTH: Duration. The duration of the Corporation's existence is
------ --------
to be perpetual.

SEVENTH: Board of Directors. The business of the Corporation shall be
------- ------------------
managed under the direction of a Board of Directors in accordance with the
following:

(a) The Board of Directors may exercise all of the powers of the
Corporation except such as are by law, by these Articles of Incorporation or by
the Bylaws conferred upon or reserved to the stockholders.

(b) The number of directors constituting the entire Board of
Directors shall be not less than three (3) directors nor more than fifteen (15)
directors, the exact number within such limits to be determined from time to
time by resolution adopted by the affirmative vote of a majority of the
directors present at a meeting of the Board of Directors at which a quorum is
present; provided, however, that the number of directors shall not be reduced so
as to shorten the term of any director at that time in office; and provided
further, that the number of directors constituting the entire Board of Directors
shall be six (6) until otherwise fixed by a majority of the entire Board of
Directors.
<PAGE>

-23-

(c) The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III. All classes shall be as nearly equal
in number as possible, and no class shall include less than one (1) director.
The terms of office of the directors initially classified shall be as follows:
at the 1996 annual meeting of stockholders, Class I directors shall be elected
for a one-year term expiring at the next annual meeting of stockholders; Class
II directors shall be elected for a two-year term expiring at the second
succeeding annual meeting of stockholders; and Class III directors shall be
elected for a three-year term expiring at the third succeeding annual meeting of
stockholders. At each annual meeting of stockholders after such initial
classification, directors to replace those whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting. Each director shall hold office until the expiration of that director's
term and until that director's successor is elected and qualifies, unless that
director earlier dies, resigns or is removed. If the number of directors is
changed in accordance with the terms of these Articles of Incorporation, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal in number as possible.

(d) Nominations of candidates for election as directors of the
Corporation at any meeting of the stockholders at which election of one or more
directors shall be held (an "Election Meeting") may be made by or at the
direction of the Board of Directors or by any stockholder entitled to vote at
such Election Meeting, in accordance with the following procedures. Nominations
made by or at the direction of the Board of Directors may be made at any time.
At the request of the Secretary of the Corporation, each proposed nominee shall
provide the Corporation with such information concerning the proposed nominee as
is required, under the rules of the U.S. Securities and Exchange Commission, to
be included in the Corporation's proxy statement soliciting proxies for the
<PAGE>

-24-

nominee's election as a director. Nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. Not less than forty-five (45)
days nor more than ninety (90) days prior to the date of the Election Meeting,
any stockholder who intends to make a nomination at the Election Meeting shall
deliver a notice to the Secretary of the Corporation setting forth (i) the name,
age, business address and residence address of each nominee proposed in such
notice, (ii) the principal address of each nominee proposed in such notice;
(iii) the number and type of shares of stock of the Corporation which are
beneficially owned by each such nominee, and (iv) such other information
concerning each such nominee as would be required, under the rules of the U.S.
Securities and Exchange Commission, in a proxy statement soliciting proxies for
the election of such nominees. Such notice shall include a signed consent of
each such nominee to serve as a director of the Corporation, if elected. In the
event that a person who is validly designated as a nominee in accordance with
this paragraph shall thereafter become unable or unwilling to stand for election
to the Board of Directors, the Board of Directors may designate a substitute
nominee. If the Chairman of the Election Meeting determines that a nomination
was not made in accordance with the foregoing procedures, such nomination shall
be void.

(e) Any vacancies in the Board of Directors for any reason, and
any directorships resulting from any increase in the number of directors, may be
filled by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until such director's successor shall be elected and shall
qualify.
<PAGE>

-25-

(f) There shall be no cumulative voting in the election of
directors. Election of directors need not be by written ballot unless the Bylaws
of the Corporation so provide.

(g) No director may be removed from office by the stockholders
except for cause with the affirmative vote of the holders of not less than a
majority of the total voting power of all outstanding securities of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class.

(h) Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of preferred stock issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of these Articles of Incorporation applicable thereto (including the
resolutions adopted by the Board of Directors pursuant to Article THIRD), and
such directors so elected shall not be divided into classes pursuant to
paragraph (c) of this Article SEVENTH unless expressly provided by such terms.

(i) Meetings of directors may be held in the Republic of Panama
or in any other country. A majority of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors.

(j) At any meeting of the directors, any director may be
represented and vote by proxy or proxies (who need not be directors) appointed
by an instrument in writing, public or private, with or without power of
<PAGE>

-26-

substitution. One or more directors may participate in a meeting of the Board of
Directors, or of a committee of the Board of Directors, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting by
such means shall constitute presence in person at such meeting.

(k) A director may hold any remunerative office of profit with
the Corporation in addition to the office of director. No director shall be
disqualified from entering into contracts, arrangements or dealings with the
Corporation and no such contracts, arrangements or dealings shall be voided,
whether they be with the director or with a corporation in which he is
interested as member or director or officer or otherwise, and no director shall
be liable to account to the Corporation for any profit arising out of any such
contract, arrangement or dealing, provided that such director discloses to the
directors of the Corporation his interest in such contract, arrangement or
dealing at or before the time such contract, arrangement or dealing is
determined upon or entered into and such contract, arrangement or dealing is
approved by the Board of Directors.

(l) The Board of Directors may appoint two or more of their
number to constitute an Executive Committee or any other committee or
committees, who shall have and exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation to the extent and
subject to the restrictions expressed in these Articles of Incorporation, the
Bylaws or the resolution appointing such committee or committees.

(m) The Board of Directors may make, alter, amend and repeal the
Bylaws.
<PAGE>

-27-

(n) The Board of Directors may, without stockholder approval,
cause the Corporation to guaranty debts and obligations of its wholly- or
partly-owned subsidiaries or entities within the common control of the
stockholders of the Corporation, and pledge, encumber, hypothecate, or otherwise
grant as security, assets of the Corporation as guaranty or security for said
debts.

(o) Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), any proposal to amend or
repeal, or adopt any provision inconsistent with, this Article SEVENTH or any
provision of this Article SEVENTH shall require the affirmative vote of the
holders of seventy-five percent (75%) or more of the outstanding shares of stock
of the Corporation entitled to vote on such matter.

(p) To the fullest extent permitted by the General Corporation
Law of the Republic of Panama, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. The Board of Directors may (i) cause the Corporation to enter into
contracts with directors providing for the limitation of liability set forth in
this paragraph (p) to the fullest extent permitted by law, and (ii) adopt Bylaws
or resolutions or cause the Corporation to enter into contracts providing for
indemnification of directors and officers of the Corporation and other persons.
No amendment to or repeal of this paragraph (p) shall apply to, or have any
effect on, the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
<PAGE>

-28-

EIGHTH: Meetings. All the meetings of the stockholders and of the
------ --------
Board of Directors shall be held at the office of the Corporation in the
Republic of Panama or at any other place or places, within or without the
Republic of Panama, as may be determined from time to time by the Board of
Directors.

NINTH: Amendment. The Corporation reserves the right to amend these
----- ---------
Articles of Incorporation as from time to time amended, in the manner now or
hereafter prescribed by law, and all rights conferred on officers, directors and
stockholders herein are granted subject to this reservation.

TENTH: No Preemptive Right. No stockholder shall have a preferential
----- -------------------
or preemptive right to purchase or subscribe for any shares of the Corporation,
whether now or hereafter authorized or issued, including any shares issued
pursuant to an increase in authorized capital stock, or pursuant to the issuance
of stock which has previously been authorized but remains unissued or from a
prior issue that has remained unsold, or in respect of stock that the
Corporation has purchased and which remains outstanding as treasury stock.

SIGNED this 25th day of the month of July, 1996.

WILLBROS GROUP, INC.

By: /s/ Larry J. Bump
----------------------------------------
Larry J. Bump, President

By: /s/ John N. Hove
----------------------------------------
John N. Hove, Secretary
<PAGE>

-29-

CERTIFICATION

We, the undersigned, Larry J. Bump and John N. Hove, President and
Secretary, respectively, of WILLBROS GROUP, INC., hereby certify that we have
been duly authorized to execute the foregoing Certificate of Amendment and
Restatement of the Articles of Incorporation of WILLBROS GROUP, INC. by
resolution adopted by the holders, or their proxies, of the majority of the
issued and outstanding shares of the Common Stock and the Preferred Stock of
WILLBROS GROUP, INC. with the right to vote, at a meeting of the Shareholders
duly held in Panama City, Panama, at 10:00 a.m., local time, on the 25th day of
the month of July, 1996, pursuant to proper notice thereof.

SIGNED this 25th day of the month of July, 1996.

WILLBROS GROUP, INC.

By: /s/ Larry J. Bump
-----------------------------------------
Larry J. Bump, President

By: /s/ John N. Hove
-----------------------------------------
John N. Hove, Secretary

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Stockholders and Board of Directors
Willbros Group, Inc.:

We consent to the use of our reports included herein and to the references to
our firm under the headings "Selected Consolidated Financial and Other Data"
and "Experts" in the prospectus.

KPMG PEAT MARWICK

Panama City, Panama

August 9, 1996