WILLBROS GROUP INC, S-3, 1997-09-02

WILLBROS GROUP INC
S-3, 1997-09-02
OIL & GAS FIELD SERVICES, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1997.

REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

REPUBLIC OF PANAMA 98-0160660
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

DRESDNER BANK BUILDING
50TH STREET, 8TH FLOOR
P.O. BOX 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
AND CHIEF EXECUTIVE OFFICER
WILLBROS GROUP, INC.
DRESDNER BANK BUILDING
50TH STREET, 8TH FLOOR
P.O. BOX 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
A PROFESSIONAL CORPORATION 80 PINE STREET
2400 FIRST PLACE TOWER NEW YORK, NEW YORK 10005-1702
15 EAST 5TH STREET (212) 701-3000
TULSA, OKLAHOMA 74103-4391
(918) 586-5711

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

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

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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 of 1933, 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 of 1933, 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. [_]

CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.05 par
value)................ 4,528,250 shares $17.00 $76,980,250 $23,328
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 590,641 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
sales prices reported on the New York Stock Exchange on August 27, 1997.

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

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.

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- -------------------------------------------------------------------------------
<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 SEPTEMBER 2, 1997
PRELIMINARY PROSPECTUS ,1997
- --------------------------------------------------------------------------------
3,937,609

WILLBROS GROUP, INC.
[LOGO OF WILLBROS GROUP, INC. APPEARS HERE]

Common Shares

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

All of the 3,937,609 shares of Common Stock, par value $0.05 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.

The Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "WG." On August 27, 1997, the last reported sales price of the
Common Stock on the NYSE was $16 7/8 per share. See "Price Range of Common
Stock and Dividend Policy."

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>
Price to Underwriting Discounts Proceeds to
Public and Commissions (/1/) Selling Stockholders (/2/)
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<S> <C> <C> <C>
Per Common Share $ $ $
- ----------------------------------------------------------------------------
Total (/3/) $ $ $
- ----------------------------------------------------------------------------
</TABLE>

(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Certain expenses are payable by the Selling Stockholders. Expenses payable
by the Company are estimated to be $ .
(3) The Company has granted the Underwriters a 30-day option to purchase up to
590,641 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 the certificates
therefor will be made at the offices of SBC Warburg Dillon Read Inc., New York,
New York, on or about , 1997. The Underwriters include:

SBC WARBURG DILLON READ INC.

MERRILL LYNCH & CO.

JENSEN SECURITIES CO.
<PAGE>

CONSTRUCTION ENGINEERING

Willbros specializes in Engineering services include
logistically complex and feasibility studies, conceptual and
technically difficult construction detailed design, field services,
projects in remote areas with material procurement and overall
difficult terrain and harsh project management.
climatic conditions.

[Picture of engineer working at
[Picture of excavation site] computer design terminal]

PIPELINE RECONSTRUCTION FOLLOWING A STATE OF THE ART CADD SYSTEM--USA
MAJOR EARTHQUAKE--ECUADOR

[Picture of flow lines]
[LOGO]

FLOW LINES--KUWAIT
SPECIALTY SERVICES

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

DREDGING--NIGERIA

[Picture of pipe maintenance crew]

MAINTENANCE--OMAN

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE
COMMON STOCK AND THE IMPOSITION OF A PENALTY BID, DURING AND AFTER THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Consolidated Financial Statements and notes thereto included
elsewhere in this Prospectus or incorporated by reference herein. 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." Unless otherwise
indicated, all data in this Prospectus assumes no exercise of the Underwriters'
over-allotment option.

THE COMPANY

GENERAL

The Company is one of the leading independent contractors serving the oil and
gas industry, providing construction, engineering 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, oil and gas production facilities, 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,
fabrication of piles and platforms, maintenance and repair of pipelines,
stations and other facilities, pipeline rehabilitation, general oilfield
services and transport of oilfield equipment, rigs and vessels. The Company's
backlog was $201.9 million at June 30, 1997, compared to $108.8 million at
December 31, 1996, and $85.7 million at June 30, 1996. See "Business--Backlog."

The Company provides its services utilizing a large fleet of Company-owned
equipment comprised of, among other things, marine vessels, barges, dredges,
pipelaying equipment, heavy construction equipment, transportation equipment
and camp equipment. At July 31, 1997, the Company had approximately 824 units
of heavy construction equipment, 1,133 units of transportation equipment and
4,720 units of support equipment. The Company's equipment fleet is supported by
warehouses of spare parts and tools which are located to maximize availability
and minimize cost. See "Business--Equipment."

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). See "Business--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 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, Indonesia, Kuwait, Morocco, Nigeria, Oman, Pakistan, the
United States and Venezuela. Major clients of the

3
<PAGE>

Company in these countries include operating units of Royal Dutch Shell,
Conoco, Chevron, Occidental Petroleum, Pacific Gas and Electric, El Paso
Energy, E.N.I., The Williams Companies, Enron, Asamera (Overseas) Limited and
Great Lakes Gas Transmission Company and governmental entities such as the U.S.
Army Corps of Engineers, U.S. Navy, Nigerian National Petroleum Corporation,
Kuwait Oil Company, Abu Dhabi National Oil Company, Pak-Arab Refinery, Ltd. and
operating units of Petroleos de Venezuela S.A. See "Business--General."

In 1992, the Company was purchased by a group of investors including
management of the Company, certain private investment partnerships managed by
Dillon, Read & Co. Inc. ("Dillon Read"), a predecessor to SBC Warburg Dillon
Read Inc., and persons then related to Dillon Read (collectively, the "Yorktown
and Concord Investors"), Brown University Third Century Fund, a Selling
Stockholder, and Heerema Holding Construction, Inc. ("Heerema"). In August
1996, the Company completed an initial public offering of Common Stock in which
Heerema sold all of its shares of Common Stock. The Yorktown and Concord
Investors are selling substantially all of their shares in the Offering. As a
result of the merger of Dillon Read with SBC Warburg, certain of the Yorktown
and Concord Investors are no longer affiliated with Dillon Read. Directors,
executive officers and other employees of the Company owned more than 25% of
the outstanding shares of Common Stock as of August 15, 1997, and are not
selling any shares of Common Stock in the Offering. See "Business--Willbros
Background" and "Principal and Selling Stockholders."

CURRENT MARKET CONDITIONS

The Company believes several factors influencing the global energy market
have led to and will continue to result in increased activity across its
primary lines of business. The factors leading to higher levels of energy
related capital expenditures include (a) rising global energy demand resulting
from economic growth in developing countries, (b) the privatization of certain
state-controlled oil and gas companies, and (c) the need for larger oil and gas
transportation infrastructures in a number of developing countries.

Accordingly, many significant projects are being undertaken, particularly in
developing countries or regions where energy infrastructure spending has
lagged. These include natural gas, crude oil and petroleum products pipeline
projects, liquified natural gas ("LNG") projects and ancillary projects.
Industry sources estimate that total worldwide pipeline construction
expenditures will be approximately $17.0 billion for projects completed in 1997
and approximately $50.0 billion for projects completed beyond 1997.

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 a number of significant
bids outstanding with respect to potential contract awards in Cameroon, Chad,
Egypt, Indonesia, Mexico, Nigeria, Oman, the United States and Venezuela. The
Company is currently preparing bids with respect to potential contract awards
in Argentina, Chile, Indonesia, Mexico, Nigeria, Oman, Panama, Sudan, 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 Middle East, North America and South America
during 1997 and 1998.

BUSINESS STRATEGY

4
<PAGE>

with difficult terrain and harsh climatic conditions and (b) its experienced
multinational work force of approximately 3,930 employees, of whom more than
85% are citizens of the respective countries in which they work. See
"Business--Business Strategy."

Geographic Expansion. The Company's objective is to maintain its presence in
regions where it has developed a strong base of operations, such as Africa,
Asia, the Middle East, North America and South America, by capitalizing on its
local experience, established contacts with local customers and suppliers and
familiarity with local working conditions. In addition, the Company seeks to
establish a presence in other strategically important areas, such as Cameroon,
Canada, Chad, the Commonwealth of Independent States (the "C.I.S.") and Mexico,
as well as certain other selected areas in South America and Asia. 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, evaluate and acquire companies
that offer growth opportunities and the ability to complement the Company's
resources and capabilities. Consistent with this strategy, in 1994 the Company
acquired Construcciones Acuaticas Mundiales, S.A. and its subsidiaries
("CAMSA"). CAMSA operates in Venezuela and, in addition to performing onshore
construction and specialty services, possesses expertise in marine construction
and the fabrication and installation of concrete piles and platforms for
offshore projects. Further to this strategy, in 1997 the Company entered into a
new credit agreement, a substantial portion of which can be used for
acquisitions.

Quality Improvements. The Company's quality program enhances the Company's
ability to meet the specific requirements of its customers through continuous
improvement of all its business processes, at the same time improving
competitiveness and profitability. One important goal of the quality program is
to obtain ISO 9000 certification for the quality system employed by the Company
as a whole. ISO 9000, an internationally recognized verification system for
quality management, has in recent years been made a criterion for
prequalification of contractors by certain clients and 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. As of August 15, 1997, seven of the Company's subsidiaries
had achieved ISO 9000 certification.

Conservative Financial Management. The Company emphasizes the maintenance of
a conservative balance sheet in order to finance the development and growth of
its business. As of June 30, 1997, the Company had $2.5 million of debt, $14.0
million of cash and $106.8 million available under its credit facility. The
Company also seeks to obtain contracts that are likely to result in recurring
revenues in order to partially 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 whenever possible, by limiting
payments in local currency to approximately the amount of local currency
expenses, and otherwise by engaging in hedging activities such as purchasing
foreign currency forward contracts. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Capital Structure, Liquidity
and Capital Resources."

5
<PAGE>

THE OFFERING

<TABLE>
<C> <S>
Common Stock offered by the Selling
Stockholders......................... 3,937,609 shares
Common Stock to be outstanding after
the Offering......................... 14,394,044 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."
NYSE symbol........................... WG
</TABLE>
- --------
(1) Based on shares outstanding as of August 15, 1997. Does not include (a)
590,641 shares of Common Stock that may be sold by the Company upon
exercise of the Underwriters' over-allotment option and (b) 484,000 shares
of Common Stock reserved for issuance upon exercise of outstanding options
granted under the Company's 1996 Stock Plan and Director Stock Plan.

6
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------------ ------------------
1992 1993 1994 1995 1996 1996 1997
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Contract revenues...... $180,947 $210,011 $145,716 $220,506 $197,688 $102,456 $108,445
Operating expenses:
Contract cost.......... 127,942 147,991 98,700 161,584 145,812 76,431 76,930
Depreciation and
amortization.......... 15,029 16,672 14,598 15,193 13,932 6,630 8,195
General and
administrative........ 19,300 24,145 24,261 27,937 25,803 13,273 13,905
Compensation from
changes in redemption
value of common stock
(1)................... 1,830 1,256 1,681 2,100 6,122 1,427 --
-------- -------- -------- -------- -------- -------- --------
Operating income....... 16,846 19,947 6,476 13,692 6,019 4,695 9,415
Net interest income
(expense)............. (2,133) (785) 835 144 (215) (122) 68
Minority interest...... (1,014) (3,615) (1,758) (1,589) (2,220) (778) (939)
Other income
(expense)............. 176 5,567 113 (381) 1,472 809 133
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes................. 13,875 21,114 5,666 11,866 5,056 4,604 8,677
Provision (credit) for
income taxes.......... 2,764 8,405 (4,146) (75) 2,332 1,174 3,198
-------- -------- -------- -------- -------- -------- --------
Net income............. $ 11,111 $ 12,709 $ 9,812 $ 11,941 $ 2,724 $ 3,430 $ 5,479
======== ======== ======== ======== ======== ======== ========
Net income per share
(2)................... $ 0.85 $ 0.92 $ 0.70 $ 0.84 $ 0.09 $ 0.14 $ 0.38
Weighted average common
shares outstanding (in
thousands)............ 13,106 13,873 13,981 14,215 14,152 13,990 14,388
CASH FLOW DATA:
Cash provided by (used
in):
Operating activities... $ 40,896 $ 66,460 $ (3,771) $ (8,396) $ 29,961 $ 9,249 $ 2,741
Investing activities... (83,875) (14,621) (13,169) (18,558) (24,072) (13,061) (14,778)
Financing activities... 41,758 (8,175) (1,271) (2,321) (1,630) 251 2,009
OTHER DATA:
EBITDA (3)............. $ 31,037 $ 38,571 $ 19,429 $ 26,915 $ 19,203 $ 11,356 $ 16,804
Capital expenditures... $ 15,047 $ 16,534 $ 7,171 $ 18,946 $ 24,957 $ 13,277 $ 14,840
Backlog (at period
end).................. $160,565 $ 76,066 $ 97,493 $139,359 $108,751 $ 85,657 $201,864
Number of employees (at
period end)........... 3,090 1,870 2,030 3,110 3,700 4,050 3,930
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997 (4)
------------ --------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................... $ 24,118 $ 14,090
Working capital......................................... 36,723 34,813
Total assets............................................ 147,465 156,382
Total debt.............................................. 1,340 2,530
Stockholders' equity.................................... 92,386 98,684
</TABLE>
- --------
(1) Under the Company's stock ownership plans established in 1992 and 1995, the
Company had an obligation to purchase, under certain conditions and at a
formula price, Common Stock held by retiring or terminating employees. The
Company recorded as non-cash compensation expense the change in the
redemption value at the end of each period using the maximum formula price.
In addition, in the third quarter of 1996, the Company recognized a non-
cash compensation expense of $4,695 for the difference between the maximum
redemption value of the shares subject to redemption and the initial public
offering price. The Company's stock redemption obligations terminated in
the fourth quarter of 1996.
(2) Net income per share for the year ended December 31, 1996, and for the six
months ended June 30, 1996, is calculated after deducting $1,448 ($.10 per
common share) of dividends on the Company's Preferred Stock.
(3) EBITDA represents earnings (net income) before interest, income taxes,
depreciation and amortization. Non-cash compensation expenses have not been
added back in calculating EBITDA. 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.
(4) Unless the Underwriters' over-allotment option granted by the Company is
exercised, the Company will not receive any proceeds from the Offering.
Accordingly, no adjustment to the balance sheet to reflect the Offering is
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 international oil and gas companies.
Numerous factors influence capital expenditure decisions, including current
and projected oil and gas prices; exploration, 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; the ability or willingness of
host country government entities to fund their budgetary commitments; and the
abilities of oil and gas companies to generate and access 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

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 of the Company 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."

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, 1996, 44% of revenues were generated in Nigeria (43% in 1995 and 47% in
1994); 17% of revenues were generated in the United States (24% in 1995 and
33% in 1994); 17% of revenues were generated in Pakistan (13% in 1995 and 0%
in 1994); 12% of revenues were generated in Oman (9% in 1995 and 16% in 1994);
and 10% of revenues were generated in Venezuela (9% in 1995 and 3% in 1994).
Operating profit attributable to projects in Africa, substantially all of
which was in Nigeria, accounted for 120%, 91% and 109% of total operating
profit in the years 1996, 1995 and 1994, respectively. At December 31, 1996,
45% of the Company's property, plant and equipment was located in Nigeria, 19%
in the United States, 18% in Venezuela and 13% in Oman. 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 82% of the Company's total revenues in 1996 (78% in 1995 and 69% in 1994).
Operating units of Royal Dutch Shell accounted for 33% of the Company's total
revenues in 1996 (32% in 1995 and 29% in 1994). See "Business."

8
<PAGE>

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. 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 1996), extreme exchange rate
fluctuations (for example, 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; working with local partners in certain countries; contracting
whenever possible with major international oil and gas companies; obtaining
sizeable down payments or securing payment guarantees; entering into contracts
providing for payment in U.S. dollars instead of the local currency whenever
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."

From time to time, international oil companies operating in Nigeria,
including Royal Dutch Shell, have expressed concern over the Nigerian
government's tardiness in meeting its payment obligations and have threatened
to reduce their planned investments, and/or cut production, in Nigeria. In
addition, indecision by the Nigerian government over agreeing to 1997 budget
expenditure plans for oil companies involved in joint ventures with the
Nigerian National Petroleum Corporation may also lead such companies to
curtail their planned investments in Nigeria. 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 in the future and, if taken, the extent to which such actions would
impact current or future prospects of the Company in Nigeria. See "Business."

DEPENDENCE ON KEY MANAGERS

The Company's success depends heavily on the continued services of its
senior management. 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

9
<PAGE>

gross profit realized on a fixed-price contract will often vary from the
estimated amounts because of unforeseen 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, turn-key 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."

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. Such estimates are based on management's
reasonable assumptions and experience, and are only estimates. Variation of
actual results from such assumptions or the Company's historical experience
could be material. 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, equipment and the
environment and suspension of operations. The occurrence of any such event
could result in loss of revenue, 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 substantial 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

10
<PAGE>

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."

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 or
liability under 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."

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 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

11
<PAGE>

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.

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

Until September 2, 1997, Mr. Lawrence was a Managing Director of Dillon
Read, a predecessor of SBC Warburg Dillon Read Inc., one of the managing
underwriters of the Offering, and Mr. Leidel was a Senior Vice President of
Dillon Read. Messrs. Lawrence and Leidel are directors of the Company. Prior
to the Offering, certain private investment partnerships managed or formerly
managed by Dillon Read and persons related or previously related to Dillon
Read (the Yorktown and Concord Investors) own 4,023,040 shares of Common Stock
in the aggregate (or approximately 28.0% of the outstanding shares of Common
Stock), of which 3,917,609 shares are being offered in the Offering. The net
proceeds to the Yorktown and Concord Investors from the sale of such 3,917,609
shares of Common Stock in the Offering are estimated to be approximately $62.6
million. After the Offering, the Yorktown and Concord Investors will own
105,431 shares (or less than 1.0% 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. SBC Warburg Dillon Read Inc. is a member of the NASD and prior to
September 2, 1997 under NASD regulations the Yorktown and Concord Investors
were deemed to be affiliates of Dillon Read, a predecessor of SBC Warburg
Dillon Read Inc. 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, due to the
recent nature of the affiliation of the Yorktown and Concord Investors to
Dillon Read, a predecessor to SBC Warburg Dillon Read Inc., 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, Pierce, Fenner & Smith Incorporated 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."

CERTAIN ANTI-TAKEOVER PROVISIONS

The Company's Restated Articles of Incorporation and Restated By-laws
contain provisions that may have the effect of discouraging unsolicited
takeover proposals for the Company that a stockholder might consider to be in
that stockholder's best interest. These provisions, among other things,
provide for a classified board of directors, restrict the ability of
stockholders to take action by written consent, authorize the board of
directors to designate the terms of and issue new series of Class A Preferred
Stock, provide for certain restrictions on the transfer of any shares of
Common Stock to prevent the Company from becoming a "controlled foreign
corporation" under United States tax law and limit the personal liability of
directors. See "Description of Capital Stock--Possible Anti-Takeover
Provisions."

POSSIBLE VOLATILITY OF STOCK PRICE

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.

12
<PAGE>

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 "Price Range of Common Stock and
Dividend Policy."

FORWARD-LOOKING STATEMENTS

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

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 $63.0 million.
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 $9.0 million.

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 acquisition.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock commenced trading on the NYSE on August 15, 1996, under the
symbol "WG." The following table sets forth the high and low sale prices per
share of Common Stock, as reported in the NYSE composite transactions, for the
periods indicated:

<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
1996:
Third quarter (from August 15).......................... $11 7/8 $ 9 5/8
Fourth quarter.......................................... 11 9
1997:
First quarter........................................... 10 5/8 8 7/8
Second quarter.......................................... 16 9
Third quarter (through August 27)....................... 18 3/4 14 5/8
</TABLE>

On August 27, 1997, the last reported sales price of the Common Stock on the
NYSE was $16 7/8 per share. Substantially all of the Company's stockholders
maintain their shares in "street name" accounts and are not, individually,
stockholders of record. As of August 15, 1997, the Common Stock was held by
201 holders of record and an estimated 3,000 beneficial owners.

In order to fund the development and growth of the Company's business, 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, which were converted into shares
of Common Stock on July 15, 1996. The payment of any future dividends will be
at the discretion of the Company's Board of Directors and will depend upon,
among other things, the Company's financial condition, funds from operations,
the level of its capital expenditures and its future business prospects. The
Company's present credit agreement restricts the amount of annual dividend
payments on Common Stock to the greater of 25 cents per share or 25% of net
income.

14
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1997. Unless the Underwriters' over-allotment option granted by the
Company is exercised, the Company will not receive any proceeds from the
Offering. Accordingly, no adjustment to the balance sheet to reflect the
Offering is shown.

<TABLE>
<CAPTION>
JUNE 30, 1997
--------------
(IN THOUSANDS)
<S> <C>
Short-term debt.................................................. $ 2,034
=======
Long-term debt................................................... $ 496
Stockholders' equity:
Common stock (1)(2)............................................ 719
Capital in excess of par value (2)............................. 55,540
Cumulative foreign currency translation adjustment............. (784)
Retained earnings.............................................. 45,639
Notes receivable for stock purchases........................... (2,430)
-------
Total stockholders' equity................................... 98,684
-------
Total capitalization....................................... $99,180
=======
</TABLE>
- --------
(1) The number of shares of Common Stock outstanding excludes (a) 590,641
shares of Common Stock that may be sold by the Company upon exercise of
the Underwriters' over-allotment option and (b) 484,000 shares of Common
Stock reserved for issuance upon exercise of outstanding options granted
under the Company's 1996 Stock Plan and Director Stock Plan, at an average
exercise price of $9.14 per share. In addition, an aggregate of 766,000
shares are available to be granted under these Plans.
(2) If the Underwriters' over-allotment option is exercised in full, the
receipt of the estimated net proceeds from the sale by the Company of
590,641 shares of Common Stock in the Offering at an assumed public
offering price of $16 7/8 per share will be equal to $9,048,796, of which
$29,532 (equal to the par value of the shares issued) will be recorded in
Common Stock and $9,019,264 will be recorded in capital in excess of par
value.

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, 1996, are derived from the Consolidated Financial
Statements of the Company audited by KPMG Peat Marwick, independent public
accountants, of which the Consolidated Balance Sheets as of December 31, 1995
and 1996, and the Consolidated Statements of Income, Stockholders' Equity and
Cash Flows for the years ended December 31, 1994, 1995 and 1996, are included
elsewhere in this Prospectus. 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, 1996 and 1997, are derived from the unaudited
Condensed 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, 1997, 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."

(footnotes on following page)

16
<PAGE>

- --------
(1) Under the Company's stock ownership plans established in 1992 and 1995,
the Company had an obligation to purchase, under certain conditions and at
a formula price, Common Stock held by retiring or terminating employees.
The Company recorded as non-cash compensation expense the change in the
redemption value at the end of each period using the maximum formula
price. In addition, in the third quarter of 1996, the Company recognized a
non-cash compensation expense of $4,695 for the difference between the
maximum redemption value of the shares subject to redemption and the
initial public offering price. The Company's stock redemption obligations
terminated in the fourth quarter of 1996.
(2) Net income per share for the year ended December 31, 1996, and for the six
months ended June 30, 1996, is calculated after deducting $1,448 ($.10 per
common share) of dividends on the Company's Preferred Stock.
(3) EBITDA represents earnings (net income) before interest, income taxes,
depreciation and amortization. Non-cash compensation expenses have not
been added back in calculating EBITDA. 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, engineering
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 on a fixed-price contract until the 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 which vary
from a few weeks to several months or in some cases, more than a year. 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 nature of the work and the method by which
revenues are recognized. These financial factors, as well as external factors
such as weather, client needs, client delays in providing approvals, labor
availability, government regulation and politics may affect the progress of a
project's completion and thus the timing of revenue recognition. The Company
believes that its operating results should be evaluated over a relatively long
time horizon during which major contracts in progress are completed and change
orders, extra work, variations in the scope of work and cost recoveries and
other claims are negotiated and realized.

Under the Company's stock ownership plans established in 1992 and 1995, the
Company had an obligation to purchase, under certain conditions and at a
formula price, Common Stock held by retiring or terminating employees. The
Company recorded as non-cash compensation expense the change in the redemption
value at the end of each period using the maximum formula price. In addition,
in the third quarter of 1996, the Company recognized a non-cash compensation
expense of $4.7 million for the difference between the maximum redemption
value of the shares subject to redemption and the initial public offering
price. These non-cash compensation expenses have not been added back in
calculating EBITDA. The Company's stock redemption obligations terminated in
the fourth quarter of 1996.

As previously noted, 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
a method of measuring performance and of evaluating the market value of
companies considered to be in similar businesses to that of the Company.

18
<PAGE>

The Company recognizes anticipated contract revenue as backlog when the
award of a contract is reasonably assured. Anticipated revenues from post-
contract award processes, including change orders, extra work, variations in
the scope of work and the effect of escalation of currency fluctuation
formulas, are not added to backlog until their realization is assured. Backlog
increased $116.2 million (135%) to $201.9 million at June 30, 1997, compared
to $85.7 million at June 30, 1996. The increase consists of increases in
backlog of $60.5 million in South America, $29.3 million in Asia, $24.4
million in North America, and $11.3 million in Africa, offset by a decrease in
backlog of $9.3 million in the Middle East. See "Business--Backlog."

RESULTS OF OPERATIONS

Six Months Ended June 30, 1997, Compared to Six Months Ended June 30, 1996

Contract Revenues. Contract revenues increased $5.9 million (6%) to $108.4
million for the six months ended June 30, 1997. The increase consisted of (a)
an increase of $19.9 million in North America for engineering services
including $10.0 million for work on a proposed major pipeline expansion
project and $6.1 million related to engineering and procurement for a 45 mile
(75 kilometer) 24 inch gas pipeline in the United States and Mexico; offset by
(b) a decrease of $8.2 million in Africa due to a $16.4 million decrease in
specialty services which resulted from reduced coating, flowline and leak
repair work offset by an $8.2 million increase in construction revenue
attributable to work on a river crossing for a 24 inch pipeline; (c) a $2.0
million decrease in South America consisting of a $7.6 million decrease in
specialty services revenue due to completion of two services contracts in 1996
offset by a $5.6 million increase in construction revenue related to marine
construction contracts; (d) a $2.3 million decrease in Asia due primarily to a
decrease of $8.3 million resulting from the substantial completion of the
materials procurement services portion of a project in Pakistan, offset by
construction revenues of $6.7 million from work performed on an 85 mile (135
kilometer) gas gathering system and station in Sumatra; and (e) a decrease of
$1.5 million in the Middle East due to decreased specialty services work.

Contract Cost. Contract cost increased $0.5 million (1%) to $76.9 million
for the six months ended June 30, 1997. The increase was primarily due to (a)
an $18.4 million increase in North America due to increased engineering
services; (b) a $2.3 million increase in South America due to increased
construction costs related to marine construction contracts; offset by (c) a
$13.9 million reduction in Africa related to reduced specialty services work
in Nigeria; (d) a $3.9 million decrease in the Middle East due to decreased
specialty services work; and (e) a $2.4 million reduction in Asia due to the
substantial completion of the materials procurement services portion of a
project in Pakistan, offset by an increase in construction costs due to work
performed in Sumatra.

Depreciation and Amortization. Depreciation and amortization increased $1.6
million to $8.2 million for the six months ended June 30, 1997, due to
additions made to the equipment fleet to prepare for new contracts.

General and Administrative. General and administrative expense increased
$0.6 million to $13.9 million for the six months ended June 30, 1997, due
primarily to (a) staff additions required by a program undertaken to expand
support functions of the corporate administrative office; (b) an increase in
North America work country general and administrative expense to support
increased engineering services in the United States; offset by (c) a reduction
of general and administrative expense in Africa as a result of reduced
activity.

Compensation from Changes in Redemption Value of Common Stock. Compensation
from changes in redemption value of common stock decreased $1.4 million to
zero in 1997 because the Company's stock redemption obligations terminated in
the fourth quarter of 1996.

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<PAGE>

Operating Income. Operating income increased $4.7 million (100%) to $9.4
million for the six months ended June 30, 1997. The increase was primarily
attributable to (a) a $6.1 million increase in Africa primarily resulting from
the realization of certain cost recoveries related to services associated with
activities already completed; (b) a $2.7 million increase in the Middle East
due in part to a favorable winding up of a specialty services contract; (c) a
$1.1 million increase in North America due to increased engineering services
and reduction of compensation from changes in the redemption value of common
stock; offset by (d) a $4.7 million decrease in South America due to decreased
specialty services in Venezuela; and (e) a $0.5 million decrease in Asia
primarily due to a $1.1 million decrease resulting from cost overruns and
delay in settlement of certain project cost recoveries on a project in
Pakistan, offset by a $0.9 million increase resulting from work performed on a
project in Sumatra.

Net Interest Income (Expense). Net interest income (expense) increased $0.2
million to income of $0.1 million for the six months ended June 30, 1997, due
to reduced interest expense on borrowings under foreign credit lines.

Other Income (Expense). Other income (expense) decreased $0.7 million to
$0.1 million for the six months ended June 30, 1997, due primarily to a
reduction in foreign exchange gains.

Provision for Income Taxes. Provision for income taxes increased $2.0
million to $3.2 million for the six months ended June 30, 1997. The increase
was due primarily to an increase in taxable income and in tax rates in certain
work countries and a lesser reduction in 1997 than in 1996 in previous
estimates of income taxes in certain countries.

Year Ended December 31, 1996, Compared to Year Ended December 31, 1995

Contract Revenues. Contract revenues decreased $22.8 million (10%) to $197.7
million for 1996. The decrease was due primarily to (a) a $19.2 million
decrease in contract revenues in North America due to a $23.1 million
reduction in construction services revenue offset by a $4.0 million increase
in engineering and material procurement services in the United States; (b) an
$8.7 million decrease in contract revenues in Africa where a $17.5 million
increase in construction services revenue related to construction of a 20 inch
gas pipeline river crossing and related facilities was offset by a $26.2
million decrease in specialty services revenue associated with construction of
swamp flowlines, flowline repair, dredging, pipe coating and material
procurement in Nigeria; offset by (c) a $4.1 million increase in contract
revenues in Asia primarily due to engineering, material procurement and
construction services related to a 16 to 18 inch, 225 mile (365 kilometer)
pipeline and four pump stations in Pakistan.

Contract Cost. Contract cost decreased $15.8 million (10%) to $145.8 million
for 1996. The decrease was primarily attributable to (a) a $20.1 million
decrease in contract costs in North America due to a decrease in construction
services activity; (b) a $7.4 million decrease in contract costs in Africa due
primarily to decreases in specialty services work; offset by (c) a $10.9
million increase in contract costs in Asia.

Depreciation and Amortization. Depreciation and amortization expense
decreased $1.3 million to $13.9 million for 1996, due primarily to certain
assets becoming fully depreciated.

General and Administrative. General and administrative expense decreased
$2.1 million to $25.8 million for 1996, primarily due to reduced incentive
compensation expense.

Operating Income. Operating income decreased $7.7 million (56%) to $6.0
million for 1996. The decrease was primarily attributable to (a) a $7.8
million reduction in Asia due primarily to cost overruns and delay in
settlement of certain project cost recoveries on a project in Pakistan; (b) a
$1.9 million decrease in North America due to reduced construction services
and a charge for compensation expense for the difference between the maximum
redemption value of common stock subject to redemption and

20
<PAGE>

the initial public offering price; offset by (c) a $2.1 million increase in
South America due to high margin specialty services activity in Venezuela,
which was substantially completed in 1996.

Net Interest Income (Expense). Net interest income decreased $0.3 million to
a net expense of $0.2 million for 1996, due primarily to a decrease in
interest income on short-term investments.

Minority Interest Expense. Minority interest expense increased $0.6 million
to $2.2 million for 1996, due to the increased level of operations in jointly
owned companies in certain work countries.

Other Income (Expense). Other income increased $1.9 million to $1.5 million
for 1996. The increase was primarily due to (a) a $1.0 million increase in net
foreign exchange gains arising from remeasuring assets and liabilities in
countries with highly inflationary economies and (b) a $0.7 million increase
in net gains on sales and retirements of equipment.

Provision for Income Taxes. Provision for income tax expense increased $2.4
million to $2.3 million for 1996, due to increases in taxable income and tax
rates in certain work countries in 1996, and a lesser reduction in 1996 than
in 1995 in previous estimates of income taxes in certain work countries.

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

Contract Revenues. Contract revenues increased $74.8 million (51%) to $220.5
million for 1995. The increase was primarily attributable to (a) a $30.5
million increase in contract revenues in Asia primarily from engineering,
material procurement and construction services related to a 16 to 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; offset by (e) a $2.6
million decrease in contract revenues in Oman due to reduced specialty
services.

Contract Cost. Contract cost increased $62.9 million (64%) to $161.6 million
for 1995. The increase was primarily attributable to (a) a $29.5 million
increase in contract cost in Asia due primarily 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 $0.6 million to $15.2 million for 1995, 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
$3.6 million to $27.9 million for 1995, 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 $7.2 million (111%) to $13.7
million for 1995. The 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 $0.7 million to
$0.1 million for 1995, due primarily to reduced interest income on short-term
investments.

21
<PAGE>

Minority Interest Expense. Minority interest expense decreased $0.2 million
to $1.6 million for 1995, due to decreased activity in certain work countries.

Other Income (Expense). Other income decreased $0.5 million to an expense of
$0.4 million for 1995, due primarily to a foreign exchange loss.

Provision (Credit) for Income Taxes. The credit for income taxes decreased
$4.0 million to a credit of $0.1 million for 1995, 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.

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 whenever possible. 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 employees and equipment to new projects,
establish a presence in countries where the Company perceives growth
opportunities and finance the possible acquisition of new businesses and
equity investments. Historically the Company has met its capital requirements
primarily from operating cash flows.

Cash and cash equivalents decreased $10.0 million (42%) to $14.1 million at
June 30, 1997, from $24.1 million at December 31, 1996. The decrease is due to
$14.7 million in net capital expenditures for the purchase of equipment and
spare parts, offset by positive cash flows of $2.7 million from operations
(net of $11.0 million used by changes in operating assets and liabilities) and
$2.0 million from financing activities.

In February 1997, the Company entered into a new five-year $150.0 million
credit agreement, that may be extended annually in one year increments,
subject to certain approvals, for up to an additional three years, with a
syndicated bank group including ABN AMRO Bank N.V. as agent and Credit
Lyonnais, New York Branch, as co-agent. The new credit agreement provides for
a $100.0 million revolving credit facility, part of which can be used for
acquisitions and equity investments. The entire facility, less amounts used
under the revolving portion of the facility, may be used for standby and
commercial letters of credit. Principal is payable at termination on all
revolving loans except qualifying acquisition and equity investment loans
which are payable quarterly over the remaining life of the new credit
agreement. Interest is payable quarterly at prime or other alternative
interest rates. A commitment fee is payable quarterly based on an annual rate
of 1/4% of the unused portion of the credit facility. The Company's
obligations under the new credit agreement are secured by the stock of the
principal subsidiaries of the Company. The new credit agreement requires the
Company to maintain certain

22
<PAGE>

financial ratios, restricts the amount of annual dividend payments to the
greater of 25 cents per share or 25% of net income and limits the Company's
ability to purchase its own stock. At June 30, 1997, outstanding letters of
credit totaled $43.2 million and there were no borrowings, leaving $106.8
million available under this facility.

The Company has unsecured credit facilities with banks in certain countries
outside the United States. Borrowings under these lines, in the form of short-
term notes and overdrafts, are made at competitive local interest rates.
Generally, each line is available only for borrowings related to operations in
a specific country. Credit available under these facilities was approximately
$8.5 million at June 30, 1997.

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
1998. The Company estimates capital expenditures for equipment and spare parts
of approximately $46.0 million during 1997.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share ("SFAS No. 128"), which establishes new standards
for computing and presenting earnings per share. SFAS No. 128 is effective for
earnings per share calculations for periods ending after December 15, 1997. At
that time, the Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. If the provisions
of SFAS No. 128 had been adopted in the first half of 1997, earnings per share
for the periods presented in this Prospectus would not have changed.

23
<PAGE>

BUSINESS

GENERAL

The Company is one of the leading independent contractors serving the oil
and gas industry, providing construction, engineering 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, oil and gas production facilities, 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,
fabrication of piles and platforms, maintenance and repair of pipelines,
stations and other facilities, pipeline rehabilitation, general oilfield
services and transport of oilfield equipment, rigs and vessels. The Company's
backlog was $201.9 million at June 30, 1997, compared to $108.8 million at
December 31, 1996, and $85.7 million at June 30, 1996. See "Business--
Backlog."

The Company provides its services utilizing a large fleet of Company-owned
equipment comprised of, among other things, marine vessels, barges, dredges,
pipelaying equipment, heavy construction equipment, transportation equipment
and camp equipment. At July 31, 1997, the Company had approximately 824 units
of heavy construction equipment, 1,133 units of transportation equipment and
4,720 units of support equipment. The Company's equipment fleet is supported
by warehouses of spare parts and tools which are located to maximize
availability and minimize cost.

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 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, Indonesia, Kuwait, Morocco, Nigeria, Oman,
Pakistan, the United States and Venezuela.

Representative clients (or affiliates of clients) of the Company include
Royal Dutch Shell; Asamera (Overseas) Limited; Bilfinger & Berger; Conoco;
Chevron; Kuwait Oil Company; Abu Dhabi National Oil Company; U.S. Army; U.S.
Navy; Pacific Gas & Electric; Petroleum Development Oman; Enron; El Paso
Energy; Petroleos de Venezuela S.A. ("PDVSA"); Occidental Petroleum; Duke
Energy; Great Lakes Gas Transmission Company; E.N.I.; The Williams Companies;
Nigerian National Petroleum Corporation ("NNPC"); and the Pak-Arab Refinery,
Ltd. ("PARCO"). Private sector clients such as Royal Dutch Shell have
historically accounted for the majority of the Company's revenues. Government
entities and agencies, such as Kuwait Oil Company, U.S. Army, U.S. Navy, NNPC
and PDVSA, have accounted for the remainder.

WGI is incorporated in the Republic of Panama and maintains its headquarters
at Dresdner Bank Building, 50th Street, 8th Floor, 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.

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<PAGE>

CURRENT MARKET CONDITIONS

The Company believes several factors influencing the global energy market
have led to and will continue to result in increased activity across its
primary lines of business. The factors leading to higher levels of energy
related capital expenditures include (a) rising global energy demand resulting
from economic growth in developing countries, (b) the privatization of certain
state-controlled oil and gas companies, and (c) the need for larger oil and
gas transportation infrastructures in a number of developing countries.

Accordingly, many significant projects are being undertaken, particularly in
developing countries or regions where energy infrastructure spending has
lagged. These include natural gas, crude oil and petroleum products pipeline
projects, LNG projects and ancillary projects. Industry sources estimate that
total worldwide pipeline construction expenditures will be approximately $17.0
billion for projects completed in 1997 and approximately $50.0 billion for
projects completed beyond 1997.

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 a number of significant
bids outstanding with respect to potential contract awards in Cameroon, Chad,
Egypt, Indonesia, Mexico, Nigeria, Oman, the United States and Venezuela. The
Company is currently preparing bids with respect to potential contract awards
in Argentina, Chile, Indonesia, Mexico, Nigeria, Oman, Panama, Sudan, 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 Middle East, North America and South
America during 1997 and 1998.

BUSINESS STRATEGY

The Company seeks to maximize stockholder value through its growth strategy
which encompasses geographic expansion, strategic alliances, acquisitions and
quality improvement, while maintaining a strong balance sheet. In pursuing
this strategy, the Company relies on (a) the competitive advantage gained from
its experience in completing logistically complex and technically difficult
projects in remote areas with difficult terrain and harsh climatic conditions
and (b) its experienced multinational work force of approximately 3,930
employees, of whom more than 85% are citizens of the respective countries in
which they work.

Geographic Expansion. The Company's objective is to maintain its presence in
regions where it has developed a strong base of operations, such as Africa,
Asia, the Middle East, North America and South America, by capitalizing on its
local experience, established contacts with local customers and suppliers and
familiarity with local working conditions. In addition, the Company seeks to
establish a presence in other strategically important areas, such as Cameroon,
Canada, Chad, the C.I.S. and Mexico, as well as certain other selected areas
in South America and Asia. 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,
Cameroon, Chad, 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 make an equity investment in
a project in order to enhance its competitive position and/or maximize project
returns.

25
<PAGE>

Acquisitions. The Company seeks to identify, evaluate and acquire companies
that offer growth opportunities and the ability to complement the Company's
resources and capabilities. Consistent with this strategy, in 1994 the Company
acquired CAMSA. CAMSA operates in Venezuela and, in addition to performing
onshore construction and specialty services, possesses expertise in marine
construction and the fabrication and installation of concrete piles and
platforms for offshore projects. Further to this strategy, in 1997 the Company
entered into a new credit agreement, a substantial portion of which can be
used for acquisitions.

Quality Improvements. The Company's quality program enhances the Company's
ability to meet the specific requirements of its customers through continuous
improvement of all its business processes, at the same time improving
competitiveness and profitability. One important goal of the quality program
is to obtain ISO 9000 certification for the quality system employed by the
Company as a whole. ISO 9000, an internationally recognized verification
system for quality management, has in recent years been made a criterion for
prequalification of contractors by certain clients and 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. As of August 15, 1997, seven of the Company's subsidiaries
had achieved ISO 9000 certification.

Conservative Financial Management. The Company emphasizes the maintenance of
a conservative balance sheet in order to finance the development and growth of
its business. As of June 30, 1997, the Company had $2.5 million of debt, $14.0
million of cash and $106.8 million available under its credit facility. The
Company also seeks to obtain contracts that are likely to result in recurring
revenues in order to partially 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 whenever
possible, by limiting payments in local currency to approximately the amount
of local currency expenses, and otherwise by engaging in hedging activities
such as purchasing foreign currency forward contracts. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Capital Structure, Liquidity and Capital Resources."

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 operating 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
December 31, 1991, in the Republic of Panama 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." In August 1996, the Company completed
an initial public offering of Common Stock in which Heerema sold all of its
shares of Common Stock.

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.

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<PAGE>

WILLBROS MILESTONES

The following are selected milestones which Willbros has achieved:

<TABLE>
<C> <S>
1915 Began pipeline work in the United States.
1939 Began international pipeline work in Venezuela.
1942-44 Served as principal contractor on the "Big Inch" and "Little Big
Inch" War Emergency Pipelines in the United States which delivered
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.
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.
</TABLE>

27
<PAGE>

<TABLE>
<C> <S>
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 Constructed, through a joint venture, the All American Pipeline
System, a 1,240 mile (1,995 kilometer), 30 inch heated pipeline,
including 23 pump stations, in the United States.
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 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 Venezuela oil service market through the acquisition of
CAMSA.
1995 Entered into an 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.
1995-97 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.
</TABLE>

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<PAGE>

<TABLE>
<C> <S>
1996 Listed shares in an initial public offering of common stock on the
NYSE under the symbol "WG."
1996 Began design work on an EPC contract with Asamera (Overseas)
Limited to construct pipelines, flowlines and related facilities
for the Corridor Block Gas Project located in southern Sumatra,
Indonesia.
1996-97 Achieved ISO Certification for seven operating companies.
1997 Began work on a contract for the construction of 120 miles (200
kilometers) each of 36 inch and 20 inch pipelines in the Zuata
Region of the Orinoco Belt in Venezuela.
1997 Began work on a contract with an MW Kellogg joint venture for the
construction of a 35 mile (55 kilometer) gas pipeline for an LNG
plant in Kalimantan, Indonesia, furthering the Company's efforts to
establish Indonesia as an ongoing work country.
1997 Entered the Mexican market by beginning work on an EPC contract for
El Paso Natural Gas Company and Gasoductos de Chihuahua, a joint
venture between El Paso and PEMEX, to construct a 45 mile (75
kilometer) gas pipeline system in Texas and Mexico.
</TABLE>

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.
The following table reflects the Company's contract revenues by line of
business for 1994, 1995 and 1996.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1994 1995 1996
---------------- ---------------- ----------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- ------- -------- -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Construction services........ $ 42,661 29% $ 69,262 31% $ 41,090 21%
Engineering services......... 32,903 23 31,414 15 58,841 30
Specialty services........... 70,152 48 119,830 54 97,757 49
-------- --- -------- --- -------- ---
Total...................... $145,716 100% $220,506 100% $197,688 100%
======== === ======== === ======== ===
</TABLE>

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; 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.

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

29
<PAGE>

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
pressure 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 in 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 to support 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.

Engineering Services

The Company provides engineering, project management and material
procurement services to the oil and gas industry and government agencies. 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.

30
<PAGE>

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.

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 for arctic conditions, where permafrost and extremely
low temperatures are prevalent, and for desert conditions, mountainous terrain
and swamps.

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. Company
engineers 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 not only presents challenges regarding
personnel safety (hydrogen sulfide leaks can be extremely hazardous), but also
requires that material be specified to withstand highly 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.

Liquids Pipelines and Storage Facility Design. Willbros has engineered a
number of crude oil and refined petroleum products systems throughout the
world, and has become recognized for its expertise in the engineering of
systems for the storage and transportation of petroleum products and crude
oil. In recent years, 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 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

31
<PAGE>

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.

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 specialized 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 specialized equipment and experienced personnel. The Company owns and
operates a variety of specialized 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 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 diameter pipe and are used on both
domestic and international projects.

32
<PAGE>

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.

GEOGRAPHIC REGIONS

The Company currently operates in Africa, Asia, the Middle East, North
America and South America. The following table reflects the Company's contract
revenues by geographic region for 1994, 1995 and 1996.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1994 1995 1996
---------------- ---------------- ----------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- ------- -------- -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Africa....................... $ 68,908 47% $ 95,972 43% $ 87,283 44%
Asia......................... 540 1 31,011 14 35,077 17
Middle East.................. 23,469 16 21,870 10 23,513 12
North America................ 48,061 33 52,100 24 32,918 17
South America................ 4,738 3 19,553 9 18,897 10
-------- --- -------- --- -------- ---
Total...................... $145,716 100% $220,506 100% $197,688 100%
======== === ======== === ======== ===
</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.

33
<PAGE>

Africa

Africa has been and will continue to be an important strategic market for
the Company. The Company believes that there will be opportunities to expand
its business in Africa, particularly through the development of natural gas
projects. There are large, potentially exploitable reserves of natural gas in
West Africa, extending from the Ivory Coast to Angola. 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.
Willbros is currently monitoring or bidding major work prospects in Cameroon,
Chad, Egypt, Ethiopia, Kenya, Nigeria, Sudan and Tanzania.

Over the past 50 years, Willbros has completed major projects in a number of
African countries including Algeria, Egypt, Gabon, Libya, Morocco and Nigeria.
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.

Willbros has had a continuous presence in Nigeria since 1962. 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. 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 believes that it
is currently 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
activities in Nigeria include the construction of 20 miles (30 kilometers) of
36 inch gas pipeline, including a river crossing, for the Bonny LNG project
for Saipem and contracts with Shell to provide dredging services and swamp
flowline maintenance services.

The Company's backlog in Africa was $41.7 million at June 30, 1997, compared
to $30.4 million at June 30, 1996.

Asia

In an effort to take advantage of the rapidly growing economies and
increasing demand for energy infrastructures in Asia, the Company has made
Asia a priority target market for geographic expansion. The Company believes
that Asia will continue to lead all other regions in economic growth,
industrialization and urbanization. With over half of the world's population,
Asia must develop and distribute more energy resources to fuel aggressive
modernization programs. The relative abundance of undeveloped natural gas
resources, along with environmental concerns, favor the use of natural gas for
power generation and industrial and residential usage in the region. The
anticipated development of a region-wide gas grid will provide the
transportation system required to move gas to growing markets.

To capitalize on these trends, 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. In November 1996, the Company was awarded a
$33 million contract by Asamera (Overseas) Limited to construct pipelines,
flowlines and related facilities for the Corridor Block Gas Project in
southern Sumatra, Indonesia. In June 1997, the Company was awarded a $22
million contract by an MW Kellogg joint venture for the construction of a gas
pipeline for an LNG plant in Kalimantan, Indonesia. The Company is currently
monitoring or bidding work prospects in Australia, India, Indonesia, Malaysia,
Pakistan and Papua New Guinea.

34
<PAGE>

The Company is currently completing contracts for Pak-Arab Refinery, Ltd.
relating to the MFM Pipeline Extension Project in Pakistan. The contracts
include the supply of project materials, the engineering and construction of
225 miles (365 kilometers) of 18 and 16 inch petroleum products pipeline, the
expansion of an existing terminal (including 267,000 barrels of storage
capacity), the addition of a new terminal and pump station (including 270,000
barrels of storage), the addition of a storage terminal (including 443,000
barrels of storage) and design of a future pump station. These projects are
being managed from the Company's project office in Lahore, Pakistan.

Willbros' activities in the C.I.S. date back to 1976. The C.I.S. continues
to be an area of interest to the Company because it contains vast reserves of
oil and gas and 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 oil reserves contained in the Tengiz Field, the largest field
to be served by the planned Caspian Crude Oil Export 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. The Company is
prepared to offer its support services to such clients. To compete in the
Russian market, the Company has an Accredited Representative Office in Moscow,
as well as a Russian joint stock company licensed to perform a broad range of
engineering and construction services.

The Company's backlog in Asia was $54.4 million at June 30, 1997, compared
to $25.1 million at June 30, 1996.

Middle East

The Company believes that increased exploration and production activity in
the Middle East will continue to be the primary factor influencing the
construction of new energy transportation systems. The majority of future
transportation projects in the region are expected to be centered around
natural gas due to increased regional demand, governments' realization of gas
as an important asset and an underdeveloped gas transportation infrastructure
throughout the region. 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.

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. 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.

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 general
oilfield services contract for Occidental of Oman, a pipeline construction
contract and a crane supply and operation program for Petroleum Development
Oman ("PDO"). Work carried out in Oman during 1997 includes pipeline
construction, pipeline maintenance, mechanical services and flowline work for
Occidental of Oman and PDO.

The Company's backlog in the Middle East was $5.4 million at June 30, 1997,
compared to $14.7 million at June 30, 1996.

North America

Willbros has provided services to the U.S. oil and gas industry for more
than 80 years. The Company believes that the United States will continue to be
an important market for its services. Recent deregulation

35
<PAGE>

of the electric power and natural gas pipeline industries in the United States
has led to the consolidation and reconfiguration of existing pipeline
infrastructure and the establishment of new energy transport systems, which
the Company expects will result in continued demand for its services. The
demand for natural gas for industrial and power usage in the Upper Midwest and
Northeastern United States will also fuel the requirement to build new natural
gas transportation infrastructure in the region. Supply to satisfy such market
demand for natural gas will come from existing and new production in Western
Canada, the Gulf of Mexico and the Canadian Atlantic offshore region.
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.

Willbros 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. 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 and (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. 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.
Since 1988, Willbros has 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 Natural
Gas pipeline extension, the Portland Natural Gas Transmission project in New
England, the KN Energy "Pony Express" natural gas pipeline from Wyoming to
Missouri, and the Lakehead Pipe Line Company crude oil pipeline expansion
project in Wisconsin and Illinois. Recently, the Company was awarded a
contract to engineer and construct a 45 mile (75 kilometer) 24 inch gas
pipeline system in Texas and Mexico for El Paso Natural Gas Company and
Gasoductos de Chihuahua.

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. Currently, the Company is performing
two multi-year contracts with the U.S. government to (a) prepare operating and
maintenance manuals for fuel storage depots worldwide and (b) conduct
integrity assessments and carry out repair of pipeline and fueling facilities
at military installations worldwide.

The Company's backlog in North America was $39.9 million at June 30, 1997,
compared to $15.5 million at June 30, 1996.

South America

Willbros' first entry into South America was in Venezuela in 1939. Recent
developments involving political changes and privatization efforts in many of
the South American countries make this region especially attractive to the
Company. In particular, privatization and deregulation in this region are
allowing more foreign and domestic private investment in the energy sector
which, until recently, had

36
<PAGE>

traditionally been controlled by state-owned energy companies. In Argentina,
Bolivia, Brazil, Chile and Peru, gas transportation projects will continue to
evolve to meet increasing demand for gas for industrial and power usage in the
rapidly growing urban areas. In Venezuela, Colombia and Ecuador, crude oil
transportation systems will need to be built and upgraded so that the vast
crude reserves in these countries can be efficiently exported to the world
market. The Company is aggressively pursuing business opportunities throughout
South America and currently bidding work or monitoring prospects in Argentina,
Bolivia, Brazil, Chile, Ecuador, Peru and Venezuela.

Willbros has performed numerous major projects in South America, 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
turn-key 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, is a particularly
important market for the Company. With conservative estimates of proven
reserves of more than 72 billion barrels of oil, PDVSA's plans for the future
include an increase in oil production from its current level of approximately
3.0 million barrels per day to approximately 6.0 million barrels per day by
2006. In addition, the opening of Venezuela's previously nationalized oil and
gas industry to foreign energy company participation has attracted the
interest of most of the world's major oil and gas companies.

In order to take advantage of perceived opportunities in Venezuela, the
Company acquired CAMSA, a Venezuelan company located in the city of Maracaibo,
in May 1994. When acquired, CAMSA's primary expertise was marine construction
and the fabrication and installation of cylindrical concrete piles and
platforms for offshore projects. Since the acquisition, the Company has added
onshore construction equipment to complement the marine fleet, enabling CAMSA
to compete for both onshore and offshore construction projects, as well as
specialty services contracts.

The Company maintains a fully staffed facility including offices, equipment
yard and dock facilities on a 15 acre waterfront site on Lake 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, Chevron and operating subsidiaries of PDVSA, including
Maraven, Corpoven and Lagoven. Regarding onshore construction activities in
Venezuela, the Company was recently awarded a contract to construct 120 miles
(200 kilometers) each of 36 inch and 20 inch pipelines originating from the
Zuata region of the Orinoco for Petrozuata, a joint venture between Conoco and
Maraven. This award is deemed significant because it will position the Company
with the resources and experience to compete more effectively for additional
onshore work in Venezuela.

The Company's backlog in South America was $60.5 million at June 30, 1997,
compared to zero backlog at June 30, 1996.

BACKLOG

The Company's backlog (anticipated revenue from the uncompleted portions of
existing contracts and contracts whose award is reasonably assured) was $201.9
million at June 30, 1997, compared to $85.7 million at June 30, 1996. The
Company's backlog was $97.5 million, $139.4 million and $108.8 million at
December 31, 1994, 1995 and 1996, respectively. 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
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.

37
<PAGE>

The following is a breakdown of the Company's backlog by geographic region
as of June 30, 1996 and 1997:

<TABLE>
<CAPTION>
JUNE 30, 1996 JUNE 30, 1997
--------------- ----------------
AMOUNT PERCENT AMOUNT PERCENT
------- ------- -------- -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Africa......................................... $30,378 36% $ 41,710 21%
Asia........................................... 25,022 29 54,372 27
Middle East.................................... 14,747 17 5,359 2
North America.................................. 15,510 18 39,939 20
South America.................................. -- -- 60,484 30
------- --- -------- ---
Total........................................ $85,657 100% $201,864 100%
======= === ======== ===
</TABLE>

Backlog increased $116.2 million (135%) to $201.9 million at June 30, 1997,
compared to $85.7 million at June 30, 1996. The increase consists of increases
in backlog of $60.5 million in South America, $29.3 million in Asia, $24.4
million in North America and $11.3 million in Africa, offset by a decrease in
backlog of $9.3 million in the Middle East. Such increase in backlog is due
mainly to the addition of contracts for the construction of 120 miles (200
kilometers) each of 36 inch and 20 inch pipelines in Venezuela, an 85 mile
(135 kilometer) gas gathering system and station in Sumatra, Indonesia, a 35
mile (55 kilometer) 42 inch gas pipeline in Kalimantan, Indonesia, a 45 mile
(75 kilometer) 24 inch gas pipeline in the United States and Mexico, a 20 mile
(30 kilometer) 36 inch gas pipeline, including a river crossing, in Nigeria
and a 25 mile (40 kilometer) 10 inch pipeline in Oman.

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:

<TABLE>
<CAPTION>
REVENUES FOR
BACKLOG AT YEAR ENDED
JANUARY 1, DECEMBER 31, PERCENT
---------- ------------ -------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
1992............................................ $146,734 $180,947 123%
1993............................................ 160,565 210,011 131
1994............................................ 76,066 145,716 191
1995............................................ 97,493 220,506 226
1996............................................ 139,359 197,688 142
</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 turn-key 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) and Ham Dredging (Netherlands). In Oman, competitors in
oil field transport services include Desert Line, 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 (Lebanon), Dodsal (India), Saipem (Italy), Desert Line
(Oman) 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 (Italy)
and Tekfen (Turkey).

38
<PAGE>

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: (a) 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; (b)
unit-price contracts which specify a price for each unit of work performed;
(c) time and materials contracts under which personnel and equipment are
provided under an agreed schedule of daily rates with other direct costs being
reimbursable; and (d) 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.

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

39
<PAGE>

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, 1997, the Company employed a multi-national work force of
approximately 3,930 persons, over 85% of whom are citizens of the respective
countries in which they work. Although the level of activity varies from year
to year, Willbros has maintained an average work force of approximately 2,900
over the past five years. The minimum employment during that period has been
1,770 and the maximum 4,140. At June 30, 1997, approximately 1,579 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, 1997.

<TABLE>
<CAPTION>
NUMBER OF
EMPLOYEES PERCENT
--------- -------
<S> <C> <C>
Nigeria.................................................... 1,150 29%
Oman....................................................... 450 11
Pakistan................................................... 570 15
Venezuela.................................................. 610 16
Indonesia.................................................. 350 9
United States.............................................. 790 20
Other Countries............................................ 10 --
----- ---
Total.................................................... 3,930 100%
===== ===
</TABLE>

EQUIPMENT

The Company owns and maintains a fleet of generally standardized
construction, transportation and support equipment and spare parts. In 1995
and 1996, expenditures for capital equipment and spare parts were $18.9
million and $25.0 million, respectively. At June 30, 1997, the Company's net
book value of property, plant, equipment and spare parts was $65.7 million. An
estimated breakdown of the Company's major capital equipment at July 31, 1997,
is as follows: heavy construction equipment, 824 units; transportation
equipment, 1,133 units; and support equipment, 4,720 units.

Historically, the Company has preferred to own rather than lease equipment
to ensure that equipment is available as needed. The Company believes that
such ownership has resulted in lower equipment costs. However, depending on
market conditions, the availability of equipment and other considerations, the
Company may from time to time pursue the leasing of equipment to support
projects. The Company attempts to obtain projects that will keep its equipment
fully utilized in order to increase 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.

40
<PAGE>

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
Company-owned land 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 1995 and $2.1 million in 1996.

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 bonds.

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

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
ability of the Organization of Petroleum Exporting Countries to meet and
maintain production targets also influences the demand for the Company's
services. 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

41
<PAGE>

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

42
<PAGE>

MANAGEMENT

The following table sets forth certain information regarding the directors,
executive officers and key personnel of the Company. Officers are elected
annually by, and serve at the discretion of, the Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Larry J. Bump........................ 57 Director, Chairman of the Board of
Directors and Chief Executive Officer
Gary L. Bracken...................... 60 Director, President and Chief
Operating Officer
Melvin F. Spreitzer.................. 59 Director, Executive Vice President,
Chief Financial Officer and Treasurer
M. Kieth Phillips.................... 55 Director and Vice President; President
of Willbros International, Inc.
James R. Beasley..................... 54 President of Willbros Engineers, Inc.
John N. Hove......................... 50 General Counsel and Secretary
David L. Kavanaugh................... 49 Senior Vice President of Willbros
International, Inc.
Steve W. Shores...................... 47 Senior Vice President of Willbros
Engineers, Inc.
Joel M. Gall......................... 48 Vice President of Willbros
International, Inc.
Arthur J. West....................... 53 Vice President of Willbros
International, Inc.
Adrian P. Wright..................... 51 Vice President of Willbros
International, Inc.
Robert L. Walker..................... 65 Vice President of Willbros Energy
Services Company
Harold A. Weller..................... 60 Vice President of Willbros Engineering
& Construction Limited
Carlos A. Atik....................... 34 General Manager of Willbros
Construction & Engineering--Egypt,
L.L.C.
Monica M. Bagguley................... 56 Director of Willbros (Overseas)
Limited
Gordon D.M. Bishop................... 45 General Manager of Willbros Middle
East, Inc.--Pakistan Branch
Jack F. Furrh, Jr.................... 57 General Manager of The Oman
Construction Company, LLC
G. Patrick Riga...................... 42 General Manager of Constructora CAMSA,
C.A.
James K. Tillery..................... 39 Managing Director of Willbros
(Nigeria) Limited
Curtis E. Simkin..................... 41 General Manager--Houston Operations of
Willbros Engineers, Inc.
Guy E. Waldvogel..................... 60 Director
Bryan H. Lawrence.................... 55 Director
Peter A. Leidel...................... 41 Director
Michael J. Pink...................... 59 Director
John H. Williams..................... 79 Director
</TABLE>

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

43
<PAGE>

Directors in 1981. He served as President and Chief Operating Officer of
Willbros until February 1997. 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 (the former majority stockholder of the Company), in
Geneva, Switzerland, from 1985 to 1988 while he continued his duties with
Willbros. He has over 33 years of international experience in pipeline
construction and contracting industries, all of which were in management
positions.

GARY L. BRACKEN joined Willbros in 1960 as an engineer and, excluding a
brief period from 1972 through 1974 when he was employed by another major U.S.
pipeline contractor, has served Willbros for over 34 years. 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") and served in those capacities
until June 1997. In February 1997, he was elected President and Chief
Operating Officer of the Company and President of Willbros USA, Inc. Mr.
Bracken has been a Director of the Company since May 1997.

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 21 years of corporate finance
experience and is responsible for all phases of financial management of the
Company.

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 and President of WII in 1988. Most of his more than 29 years of
experience in the pipeline construction industry has been international and in
management positions. Mr. Phillips has been a Director of the Company since
May 1997.

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 and President of WEI in 1986. Mr. Beasley has more than
26 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 25 years of 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 26 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 21 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 26 years of
experience in the international pipeline construction industry.

44
<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 31 years of
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. Mr.
Wright has over 30 years of experience in the construction industry.

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. Mr. Walker has nearly 36 years of
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 36 years of 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 12 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 21 years
of experience in international personnel management and project procurement.

GORDON D.M. BISHOP joined Willbros in 1976 as Senior Surveyor. He has 19
years of 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 turn-key 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 26 years of 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 18 years of experience in the pipeline industry, including operations,
quality control and administrative management.

JAMES K. TILLERY joined Willbros in 1983 as a field engineer. He has over 16
years of 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.

45
<PAGE>

CURTIS E. SIMKIN joined Willbros in 1996 as a Project Director. In 1997, he
was named General Manager--Houston Operations for WEI. Mr. Simkin has over 15
years of experience in pipeline and compressor station engineering and
operations.

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. and
Bank Julius Baer (a Swiss public company) and as Chairman of PetitJean
Industries (a French public company).

BRYAN H. LAWRENCE has been a Director of the Company since 1992. He is a
founder and a senior manager of Yorktown Partners LLC which manages investment
partnerships formerly affiliated with Dillon Read where Mr. Lawrence had been
employed since 1966, serving most recently as a Managing Director until the
merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also
serves as a Director of D & K Wholesale Drug, Inc., Hallador Petroleum
Company, TransMontaigne Oil Company and Vintage Petroleum, Inc. (each a United
States public company), Benson Petroleum Ltd. and Cavell Energy Group (each a
Canadian public company) and certain non-public companies in the energy
industry in which Yorktown partnerships hold equity interests.

PETER A. LEIDEL has been a Director of the Company since 1992. He is a
founder and a senior manager of Yorktown Partners LLC which manages investment
partnerships formerly affiliated with Dillon Read where Mr. Leidel had been
employed since 1983, serving most recently as a Senior Vice President until
the merger of Dillon Read with SBC Warburg in September 1997. Mr. Leidel also
serves as a director of Cornell Corrections, Inc.

MICHAEL J. PINK has been a Director of the Company since October 1996. Mr.
Pink is engaged in personal investments. He recently retired as Group Managing
Director of Enterprise Oil plc, an independent oil exploration and production
company, which he joined in May 1994. Prior to that time, Mr. Pink spent 30
years with the Royal Dutch/Shell Group at various locations in Europe, the
United States, Africa and the Middle East. He went to work for Shell as a
petroleum engineer and held a variety of senior technical and management
positions, including Chief Petroleum Engineer for Shell Deepwater Drilling
Company, Operations Manager for Shell's Eastern Division operations in
Nigeria, Head of Production Geology for Shell Internationale Petroleum in The
Hague, Managing Director of Petroleum Development Oman, Shell's affiliate in
Oman, and finally, Director of Exploration and Production for Shell
Internationale Petroleum in The Hague. Mr. Pink retired from Shell in 1994.

JOHN H. WILLIAMS has been a Director of the Company since October 1996. Mr.
Williams is engaged in personal investments. He was Chairman of the Board and
Chief Executive Officer of The Williams Companies, Inc. ("Williams"), a major
United States interstate natural gas and petroleum products pipeline operating
company, prior to retiring at the end of 1978. Mr. Williams spent three
decades building the Willbros business before it was spun-off from Williams in
1975. Mr. Williams is also a director of Apco Argentina Inc., Unit Corporation
and Westwood Corp. and is an honorary member of the Board of Directors of
Williams.

46
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 15, 1997, 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 executive officer of the Company,
(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
SHARES BENEFICIALLY OWNED OWNED AFTER OFFERING
PRIOR TO OFFERING (1) NUMBER (1)
----------------------------------- OF SHARES ---------------------------
BENEFICIAL OWNERS NUMBER PERCENT OFFERED NUMBER PERCENT (2)
- ----------------- --------------- ------------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Yorktown Energy
Partners, L.P.;
Concord Partners II,
L.P.;
et al (3).............. 4,023,040(4)(5) 28.0% 3,917,609(5)(6) 105,431(5)(7) *
Brown University Third
Century Fund .......... 120,960 * 20,000 100,960 *
Larry J. Bump (8)....... 1,072,590(9) 7.4 -- 1,072,590(9) 7.4%
Melvin F. Spreitzer..... 288,174(10) 2.0 -- 288,174(10) 2.0
Bryan H. Lawrence (11).. 9,000(12) * -- 9,000(12) *
Guy E. Waldvogel........ 9,000(13) * -- 9,000(13) *
Peter A. Leidel (14).... 10,000(15) * -- 10,000(15) *
Michael J. Pink......... 5,000(16) * -- 5,000(16) *
John H. Williams........ 10,000(17) * -- 10,000(17) *
Gary L. Bracken......... 287,114(18) 2.0 -- 287,114(18) 2.0
M. Kieth Phillips....... 285,300(19) 2.0 -- 285,300(19) 2.0
James R. Beasley........ 97,500(20) * -- 97,500(20) *
All executive officers
and directors as a
group (10 people)
(21)................... 2,073,678 14.2 -- 2,073,678 14.2
</TABLE>
- --------
*Less than 1%.
(1) Shares of Common Stock which were not outstanding but which could be
acquired by a person upon exercise of an option within 60 days of August
15, 1997, are deemed outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by such person. Such
shares, however, are not deemed to be outstanding for the purpose of
computing the percentage of outstanding shares beneficially owned by any
other person.
(2) Assumes no exercise of the Underwriters' over-allotment option.
(3) The stockholders' address is 535 Madison Avenue, New York, New York
10022.
(4) Consists of (a) 3,324,120 shares held by Yorktown Energy Partners, L.P.
("Yorktown"), a private equity fund; (b) 451,600 shares held by Concord
Partners II, L.P. ("Concord II"), a private venture capital fund; (c)
96,240 shares held by Concord Partners Japan Limited ("Concord Japan"), a
private venture capital fund; (d) 146,130 shares held by Dillon Read as
agent for certain related or formerly 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. These
investors are referred to in this Prospectus as the "Yorktown and Concord
Investors."
(5) As of the date for which information is provided, each of Yorktown,
Concord II, Concord Japan and Lexington were managed by Dillon Read. As a
result of the merger of Dillon Read and SBC Warburg on September 2, 1997,
Yorktown, Concord II and Concord Japan are no longer affiliated with
Dillon Read (or its successor SBC Warburg Dillon Read Inc.) and the
shares of Common Stock held by Dillon Read, as agent, are now held by SBC
Warburg Dillon Read Inc., as agent.

47
<PAGE>

(6) Consists of 3,324,120 shares being offered by Yorktown, 451,600 shares
being offered by Concord II, 96,240 shares being offered by Concord
Japan, 40,699 shares being offered by SBC Warburg Dillon Read Inc., as
agent, and 4,950 shares being offered by Lexington.
(7) Consists of shares held by SBC Warburg Dillon Read Inc. as agent for
certain related or formerly related persons.
(8) The stockholder's address is 2431 East 61st Street, Suite 700, Tulsa,
Oklahoma 74136-1267.
(9) Includes (a) 420,000 shares held in a family limited partnership in which
Mr. Bump is the sole general partner, (b) 55,000 shares subject to stock
options which are currently exercisable or exercisable within 60 days of
August 15, 1997, at an average exercise price of $8.84 per share, and (c)
10,000 shares held in the Willbros Employees' 401(k) Investment Plan (the
"401(k) Plan") for the account of Mr. Bump.
(10) Includes (a) 40,000 shares held in a family limited partnership in which
Mr. Spreitzer is the sole general partner, (b) 30,000 shares subject to
stock options which are currently exercisable or exercisable within 60
days of August 15, 1997, at an average exercise price of $8.98 per share,
and (c) 74 shares held in the 401(k) Plan and allocated to the account of
Mr. Spreitzer.
(11) SBC Warburg Dillon Read Inc. (as successor to Dillon Read) holds for Mr.
Lawrence 18,618 shares of Common Stock. Mr. Lawrence does not have voting
or investment power with respect to such shares. Until September 2, 1997,
Mr. Lawrence was a Managing Director of Dillon Read and Dillon Read was
responsible for managing Yorktown, Concord II and Concord Japan, which
hold 3,871,960 shares of Common Stock in the aggregate. In September
1997, Mr. Lawrence became a senior manager of Yorktown Partners LLC which
now manages these funds. Mr. Lawrence disclaims beneficial ownership of
the shares of Common Stock owned by such funds.
(12) Represents 9,000 shares subject to stock options which are currently
exercisable at $10.00 per share. Does not include 4,000 shares owned by
Mr. Lawrence's wife. Mr. Lawrence disclaims beneficial ownership over
such shares.
(13) Represents 9,000 shares subject to stock options which are currently
exercisable at $10.00 per share.
(14) Until September 2, 1997, Mr. Leidel was a Senior Vice President of Dillon
Read and Dillon Read was responsible for managing Yorktown, Concord II
and Concord Japan, which hold 3,871,960 shares of Common Stock in the
aggregate. He is also a partner in Concord II. In September 1997, Mr.
Leidel became a senior manager of Yorktown Partners LLC which now manages
these funds. Mr. Leidel disclaims beneficial ownership of the shares of
Common Stock owned by such funds.
(15) Represents 9,000 shares subject to stock options which are currently
exercisable at $10.00 per share and 1,000 shares held by Mr. Leidel as
custodian for his son.
(16) Represents 5,000 shares subject to stock options which are currently
exercisable at $9.13 per share.
(17) Includes 5,000 shares subject to stock options which are currently
exercisable at $9.13 per share. Does not include 2,000 shares owned by
Mr. Williams' wife. Mr. Williams disclaims beneficial ownership over such
shares.
(18) Includes (a) 32,100 shares held in a family limited partnership in which
Mr. Bracken is the sole general partner, (b) 30,000 shares subject to
stock options which are currently exercisable or exercisable within 60
days of August 15, 1997, at an average exercise price of $8.98 per share,
and (c) 14 shares held in the 401(k) Plan and allocated to the account of
Mr. Bracken.
(19) Includes (a) 132,360 shares held in a family limited partnership in which
Mr. Phillips is the sole general partner and (b) 30,000 shares subject to
stock options which are currently exercisable or exercisable within 60
days of August 15, 1997, at an average exercise price of $8.98 per share.
(20) Includes (a) 46,490 shares held in a trust, of which Mr. Beasley's wife
is trustee, and (b) 30,000 shares subject to stock options which are
currently exercisable or exercisable within 60 days of August 15, 1997,
at an average exercise price of $8.98 per share.
(21) For specific information regarding each of the individuals, see footnotes
(9) through (20) above.

48
<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 August 15, 1997, there were 14,394,044 shares of Common Stock
outstanding. 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
restricts the payment of dividends on Common Stock. See "Price Range of Common
Stock and 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 United States
tax law. See "--Possible Anti-Takeover Provisions."

PREFERRED STOCK

As of the date of this Prospectus, there were no outstanding shares of
Preferred Stock. The shares of Preferred Stock have the terms currently
specified in the Company's Charter. Due to the terms of such Preferred Stock,
the Company does not intend to issue any shares of Preferred Stock in the
future.

CLASS A PREFERRED STOCK

As of the date of this Prospectus, 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, while providing flexibility in connection with possible acquisitions
and other

49
<PAGE>

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% 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 United States 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.

50
<PAGE>

REGISTRATION RIGHTS

Pursuant to a Registration Rights Agreement dated April 9, 1992 (the
"Registration Rights Agreement"), certain holders of 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 the Yorktown and Concord Investors, Brown University Third
Century Fund and certain officers, directors and other stockholders of the
Company. A total of approximately 6,641,740 shares of Common Stock are covered
by the Registration Rights Agreement, including the 3,937,609 shares being
sold in the Offering.

The Registration Rights Agreement provides that (a) following the Company's
initial public offering (which has occurred), 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 make up to four additional
registrations under the Securities Act of Common Stock held by such parties;
and (b) 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, who still own registrable securities, 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 90 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.

TRANSFER AGENT AND REGISTRAR

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

CERTAIN INCOME TAX CONSIDERATIONS

GENERAL

The following summary of certain United States 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.

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

51
<PAGE>

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
certain types 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 advisors 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.

For purposes of this summary, a "U.S. Holder" means a beneficial owner of
Common Stock that is (a) an individual who is a citizen or resident of the
United States, (b) a corporation, partnership or other entity created or
organized under the laws of the United States or of any political subdivision
thereof or therein, (c) an estate the income of which is includable in gross
income for United States federal income tax purposes regardless of its source,
(d) a trust the administration over which a United States court can exercise
primary supervision and for which one or more United States persons have the
authority to control all substantial decisions, or (e) 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 from current or accumulated
earnings and profits of the Company as determined under United States federal
income tax principles ("earnings and profits"), distributions 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 (or deemed 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), and thereafter as a
taxable capital gain. See "--United States Taxes--Taxation of Capital Gain."
The amount of the distribution will equal the dollar value of the distribution
received (or deemed 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
from earnings and profits generally will be

52
<PAGE>

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
including any 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 including any 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
disposed of and the amount realized on the disposition. Such gain or loss will
be mid-term capital gain or loss if the U.S. Holder has a holding period of
more than one year but not more than 18 months at the time of disposition.
Such gain will be long-term capital gain if the U.S. Holder has a holding
period of more than 18 months at the time of disposition. 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. 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 withholding of U.S. income 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 (a) is a corporation or comes within certain other exempt
categories and, when required, demonstrates this fact, or (b) 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 backup withholding
tax rules from a payment to a U.S. Holder will be allowed as a refund or a
credit

53
<PAGE>

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.

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<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
OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
SBC Warburg Dillon Read Inc. ...........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................................
Jensen Securities Co. ..................................................
---------
Total................................................................. 3,937,609
=========
</TABLE>

The Managing Underwriters are SBC Warburg Dillon Read Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Jensen Securities
Co. Certain private investment partnerships managed or formerly managed by
Dillon Read, a predecessor of SBC Warburg Dillon Read Inc., and persons
related or formerly related to Dillon Read, own 4,023,040 shares of Common
Stock of the Company in the aggregate (of which 3,917,609 shares are being
offered in the Offering). Bryan H. Lawrence, formerly a Managing Director of
Dillon Read, and Peter A. Leidel, formerly a Senior Vice President of Dillon
Read, have been members of the Board of Directors of the Company since April
1992. Each of SBC Warburg Dillon Read Inc. and Merrill Lynch has performed
various investment banking services for the Company from time to time, for
which it has received customary fees.

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 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 public offering, the public offering price, the concession
and the reallowance may be changed by the Managing Underwriters.

55
<PAGE>

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
590,641 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.

The Company, each executive officer and director of the Company and certain
stockholders of the Company 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 90 days
after the date of this Prospectus, without the prior written consent of SBC
Warburg Dillon Read Inc., except, without such consent, (a) the Company may
register and the Company may issue securities pursuant to any of the Company's
stock option or other benefit or incentive plans and (b) the Company may
register the Common Stock and the Company and the Selling Stockholders may
sell the shares of Common Stock offered in 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. SBC Warburg Dillon Read Inc. is a member of the NASD and prior to
September 2, 1997 under NASD regulations the Yorktown and Concord Investors
were deemed to be affiliates of Dillon Read, a predecessor of SBC Warburg
Dillon Read Inc. 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. See "Principal and
Selling Stockholders." As a result, due to the recent nature of the
affiliation of the Yorktown and Concord Investors to Dillon Read, a
predecessor of SBC Warburg Dillon Read Inc., 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 Managing Underwriters, on behalf of the Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. Over-
allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
Common Stock in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the Managing
Underwriters to reclaim a selling concession from a syndicate member when the
Common Stock originally sold by such syndicate member is purchased in a
syndicate covering transaction to cover syndicate short positions. Such
stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the Common Stock to be higher than it would otherwise be in
the absence of such transactions. These transactions may be effected on the
New York Stock Exchange or otherwise and, if commenced, may be discontinued at
any time.

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

56
<PAGE>

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. As of the date of this Prospectus, certain attorneys of Conner &
Winters, A Professional Corporation, owned approximately 5,468 shares of
Common Stock, in the aggregate.

EXPERTS

The consolidated financial statements and financial statement schedule of
the Company as of December 31, 1995 and 1996, and for each of the years in the
three-year period ended December 31, 1996, incorporated by reference or
included herein, have been incorporated by reference or included herein in
reliance upon the reports of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference or included herein, and upon the
authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports, proxy and information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Copies of such material can be obtained by mail from the Public
Reference Section of the Commission, at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, such reports,
proxy and information statements and other information can be inspected and
copied at the public reference facility referenced above and at the
Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Such reports, proxy statements and other information concerning the Company
can also be inspected and copied at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. In addition, the Commission maintains a site
on the World Wide Web that contains reports, proxy and information statements
and other information filed electronically by the Company with the Commission
which can be accessed over the Internet at http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments, supplements and exhibits thereto,
referred to as the "Registration Statement") under the Securities Act with
respect to the shares of Common Stock offered hereby. This Prospectus, which
forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement. Any statements contained in this Prospectus concerning the
provisions of any document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission are not necessarily complete, and in
each instance reference is made to the copy of such document so filed. Each
such statement is qualified in its entirety by such reference.

57
<PAGE>

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
(File No. 1-11953) are hereby incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996; (b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, and June 30, 1997; and (c) the description of
the Common Stock contained in the Company's registration statement on Form 8-
A, dated July 19, 1996, including any amendment or report heretofore or
hereafter filed for the purpose of updating the description of the Common
Stock contained therein.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
of such document. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus has been delivered, on written or oral request of such person, a
copy (without exhibits, unless such exhibits are specifically incorporated by
reference into such documents) of any or all documents incorporated by
reference in this Prospectus. Requests for such copies should be directed to
John N. Hove, General Counsel and Secretary, Willbros USA, Inc., 2431 East
61st Street, Suite 200, Tulsa, Oklahoma 74136-1267, telephone number (918)
748-7000.

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, certain of the directors of the Company are residents of
countries 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.

58
<PAGE>

WILLBROS GROUP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTERIM FINANCIAL STATEMENTS OF WILLBROS GROUP, INC.:
Condensed Consolidated Balance Sheet--June 30, 1997 (Unaudited)......... F-2
Condensed Consolidated Statements of Income--Six months ended June 30,
1996 and 1997 (Unaudited).............................................. F-3
Condensed Consolidated Statement of Stockholders' Equity--Six months
ended June 30, 1997 (Unaudited)........................................ F-4
Condensed Consolidated Statements of Cash Flows--Six months ended June
30, 1996 and 1997 (Unaudited).......................................... F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)........ F-6
AUDITED FINANCIAL STATEMENTS OF WILLBROS GROUP, INC.:
Independent Auditors' Report............................................ F-8
Consolidated Balance Sheets--December 31, 1995 and 1996................. F-9
Consolidated Statements of Income--Years ended December 31, 1994, 1995
and 1996............................................................... F-10
Consolidated Statements of Stockholders' Equity--Years ended December
31, 1994, 1995 and 1996................................................ F-11
Consolidated Statements of Cash Flows--Years ended December 31, 1994,
1995 and 1996.......................................................... F-12
Notes to Consolidated Financial Statements.............................. F-13
</TABLE>

F-1
<PAGE>

WILLBROS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
JUNE 30,
1997
--------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 14,090
Accounts receivable............................................ 63,557
Contract cost and recognized income not yet billed............. 3,535
Prepaid expenses............................................... 4,905
--------
Total current assets......................................... 86,087
Spare parts, net................................................. 5,852
Property, plant and equipment, net............................... 59,871
Other assets..................................................... 4,572
--------
Total assets................................................. $156,382
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable.................................................. $ 2,034
Accounts payable and accrued liabilities....................... 35,003
Accrued income taxes........................................... 4,983
Contract billings in excess of cost and recognized income...... 9,254
--------
Total current liabilities.................................... 51,274
Deferred income taxes............................................ 200
Other liabilities................................................ 6,224
--------
Total liabilities............................................ 57,698
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; 14,392,166 shares issued.......................... 719
Capital in excess of par value................................. 55,540
Cumulative foreign currency translation adjustment............. (784)
Retained earnings.............................................. 45,639
Notes receivable for stock purchases........................... (2,430)
--------
Total stockholders' equity................................... 98,684
--------
Total liabilities and stockholders' equity................... $156,382
========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-2
<PAGE>

WILLBROS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
----------------------
1996 1997
---------- ----------
<S> <C> <C>
Contract revenues..................................... $102,456 $108,445
Operating expenses:
Contract............................................ 76,431 76,930
Depreciation and amortization....................... 6,630 8,195
General and administrative.......................... 13,273 13,905
Compensation from changes in redemption value of
common stock....................................... 1,427 --
---------- ----------
97,761 99,030
---------- ----------
Operating income.................................. 4,695 9,415
Other income (expense):
Interest--net....................................... (122) 68
Minority interest................................... (778) (939)
Other--net.......................................... 809 133
---------- ----------
(91) (738)
---------- ----------
Income before income taxes........................ 4,604 8,677
Provision for income taxes............................ 1,174 3,198
---------- ----------
Net income........................................ $ 3,430 $ 5,479
========== ==========
Net income per common and common equivalent share..... $ .14 $ .38
========== ==========
Weighted average number of common and common
equivalent shares outstanding........................ 13,990,321 14,387,776
========== ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-3
<PAGE>

WILLBROS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
CUMULATIVE NOTES
CAPITAL FOREIGN RECEIVABLE TOTAL
COMMON STOCK IN EXCESS CURRENCY FOR STOCK-
-------------------- OF PAR TRANSLATION RETAINED STOCK HOLDERS'
SHARES PAR VALUE VALUE ADJUSTMENT EARNINGS PURCHASES EQUITY
---------- --------- --------- ----------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1997................... 14,385,980 $719 $55,475 $(784) $40,160 $(3,184) $92,386
Net income............ -- -- -- -- 5,479 -- 5,479
Collection of notes
receivable........... -- -- -- -- -- 754 754
Issuance of common
stock................ 6,186 -- 65 -- -- -- 65
---------- ---- ------- ----- ------- ------- -------
Balance, June 30, 1997.. 14,392,166 $719 $55,540 $(784) $45,639 $(2,430) $98,684
========== ==== ======= ===== ======= ======= =======
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-4
<PAGE>

WILLBROS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
------------------
1996 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................... $ 3,430 $ 5,479
Reconciliation of net income to cash provided by operat-
ing activities:
Depreciation and amortization.......................... 6,630 8,195
Compensation from changes in redemption value of common
stock................................................. 1,427 --
Loss (gain) on sales and retirements................... (5) 29
Changes in operating assets and liabilities:
Accounts receivable.................................. 1,617 (9,801)
Contract cost and recognized income not yet billed... 4,204 108
Prepaid expenses and other assets.................... (1,181) (2,698)
Accounts payable and accrued liabilities............. (4,867) 2,135
Accrued income taxes................................. (1,503) 933
Contract billings in excess of cost and recognized
income.............................................. (832) (1,848)
Other liabilities.................................... 329 209
-------- --------
Cash provided by operating activities.............. 9,249 2,741
Cash flows from investing activities:
Proceeds from sales of property and equipment............ 216 62
Purchase of property and equipment....................... (10,408) (11,904)
Purchase of spare parts.................................. (2,869) (2,936)
-------- --------
Cash used in investing activities.................. (13,061) (14,778)
Cash flows from financing activities:
Proceeds from notes payable to banks..................... 10,831 1,682
Collection of notes receivable for stock purchases....... 908 754
Proceeds from common stock............................... 229 65
Proceeds from long-term debt............................. 1,401 --
Repayment of notes payable to banks...................... (9,139) (259)
Repayment of notes payable to former shareholders........ -- (233)
Purchase of treasury stock............................... (2,531) --
Payment of dividends on preferred stock.................. (1,448) --
-------- --------
Cash provided by financing activities.............. 251 2,009
-------- --------
Cash used in all activities................................ (3,561) (10,028)
Cash and cash equivalents, beginning of period............. 19,859 24,118
-------- --------
Cash and cash equivalents, end of period................... $ 16,298 $ 14,090
======== ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-5
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS)
(UNAUDITED)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements of Willbros Group, Inc. and
its majority-owned subsidiaries (the "Company") reflect all adjustments which
are, in the opinion of management, necessary to present fairly the financial
position, results of operations and cash flows of the Company as of June 30,
1997, and for all interim periods presented. All adjustments are normal
recurring accruals.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the Company's December
31, 1996, audited consolidated financial statements and notes thereto included
elsewhere in this Prospectus. The results of operations for the period ended
June 30, 1997, are not necessarily indicative of the operating results to be
achieved for the full year.

2. FOREIGN EXCHANGE RISK

The Company attempts to negotiate contracts which provide for payment in U.
S. dollars, but it may be required to take all or a portion of payment under a
contract in another currency. To mitigate non-U.S. currency exchange risk, the
Company seeks to match anticipated non-U.S. currency revenues with expenses in
the same currency whenever possible. 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. The unrealized gains or losses on financial instruments used
to hedge currency risk are deferred and recognized when realized as an
adjustment to contract revenue. At June 30, 1997, the Company had forward
sales contracts on 9,450 German marks expiring at various dates through
December 30, 1997, with unrealized gains of approximately $346.

3. RECENT PRONOUNCEMENT

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share ("SFAS No. 128"), which establishes new standards
for computing and presenting earnings per share. SFAS No. 128 is effective for
earnings per share calculations for periods ending after December 15, 1997. At
that time, the Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. If the provisions
of SFAS No. 128 had been adopted in the first half of 1997, earnings per share
for the first half of 1997 and 1996 would not have changed.

4. 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,
Asia, 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 condensed 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

F-6
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS)
(UNAUDITED)
4. CONTINGENCIES, COMMITMENTS AND OTHER CIRCUMSTANCES--(CONTINUED)

of the nature of these potential risks, there can be no assurance that the
Company may not be adversely affected by them in the future. The Company
insures substantially all of its equipment in countries outside the United
States against certain political risks and terrorism.

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

F-7
<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, 1995 and 1996,
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,
1996. 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, 1995 and 1996, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted
accounting principles in the United States.

KPMG Peat Marwick

Panama City, Panama
January 31, 1997

F-8
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1995 1996
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 19,859 $ 24,118
Accounts receivable...................................... 65,652 53,756
Contract cost and recognized income not yet billed....... 11,515 3,643
Prepaid expenses......................................... 1,992 3,866
-------- --------
Total current assets................................... 99,018 85,383
Spare parts, net........................................... 4,615 5,724
Property, plant and equipment, net......................... 44,318 53,445
Other assets............................................... 2,003 2,913
-------- --------
Total assets........................................... $149,954 $147,465
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable............................................ $ 3,119 $ 640
Accounts payable and accrued liabilities................. 41,015 32,868
Accrued income taxes..................................... 4,918 4,050
Contract billings in excess of cost and recognized
income.................................................. 11,199 11,102
-------- --------
Total current liabilities.............................. 60,251 48,660
Deferred income taxes...................................... 1,358 200
Other liabilities.......................................... 4,954 6,219
-------- --------
Total liabilities...................................... 66,563 55,079
Redemption value of common stock held by plan partici-
pants..................................................... 7,918 --
Redeemable Preferred Stock, $100 par value, redeemable at
par
March 31, 2001, 8% dividend payable quarterly beginning
March 31, 1996, 362,000 shares authorized, none issued
at December 31, 1996 (362,000 at December 31, 1995)..... 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 14,385,980 shares issued at December 31,
1996 (3,000,000 at December 31, 1995)................... 150 719
Capital in excess of par value........................... 10,731 55,475
Cumulative foreign currency translation adjustment....... (784) (784)
Retained earnings........................................ 39,956 40,160
Notes receivable for stock purchases..................... (2,377) (3,184)
Treasury stock at cost, 78,000 shares at December 31,
1995.................................................... (485) --
Redemption value of common stock held by plan partici-
pants................................................... (7,918) --
-------- --------
Total stockholders' equity............................. 39,273 92,386
-------- --------
Total liabilities and stockholders' equity............. $149,954 $147,465
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-9
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Contract revenues...................... $ 145,716 $ 220,506 $ 197,688
Operating expenses:
Contract............................. 98,700 161,584 145,812
Depreciation and amortization........ 14,598 15,193 13,932
General and administrative........... 24,261 27,937 25,803
Compensation from changes in
redemption value of common stock.... 1,681 2,100 6,122
----------- ----------- -----------
139,240 206,814 191,669
----------- ----------- -----------
Operating income................... 6,476 13,692 6,019
Other income (expense):
Interest income...................... 2,205 1,863 1,063
Foreign exchange gain (loss)......... 42 (331) 705
Minority interest.................... (1,758) (1,589) (2,220)
Interest expense..................... (1,370) (1,719) (1,278)
Other--net........................... 71 (50) 767
----------- ----------- -----------
(810) (1,826) (963)
----------- ----------- -----------
Income before income taxes......... 5,666 11,866 5,056
Provision (credit) for income taxes.... (4,146) (75) 2,332
----------- ----------- -----------
Net income......................... $ 9,812 $ 11,941 $ 2,724
=========== =========== ===========
Net income per common and common
equivalent share...................... $ .70 $ .84 $ .09
=========== =========== ===========
Weighted average number of common and
common equivalent shares outstanding.. 13,981,201 14,215,181 14,151,532
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-10
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT 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,
1994.................. 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............ -- -- -- -- 2,724 -- -- -- 2,724
Preferred dividends... -- -- -- -- (1,448) -- -- -- (1,448)
Purchase of treasury
stock................ -- -- -- -- -- -- (2,531) 63 (2,468)
Exercise of stock
options.............. -- -- -- -- (1,072) (1,715) 3,016 -- 229
Sale of common stock,
net of offering
expenses............. 525,980 26 2,965 -- -- -- -- -- 2,991
Conversion of
preferred stock...... 10,860,000 543 35,657 -- -- -- -- -- 36,200
Payment of notes
receivable........... -- -- -- -- -- 908 -- (897) 11
Increase in redemption
value of common
stock................ -- -- 1,427 -- -- -- -- (1,427) --
Compensation expense
at initial public
offering date........ -- -- 4,695 -- -- -- -- -- 4,695
Termination of
redemption
obligation........... -- -- -- -- -- -- -- 10,179 10,179
---------- ---- ------- ----- ------- ------- ------ ------- -------
Balance, December 31,
1996.................. 14,385,980 $719 $55,475 $(784) $40,160 $(3,184) $ -- $ -- $92,386
========== ==== ======= ===== ======= ======= ====== ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-11
<PAGE>

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income..................................... $ 9,812 $ 11,941 $ 2,724
Reconciliation of net income to cash provided
by (used in) operating activities:
Depreciation and amortization................ 14,598 15,193 13,932
Compensation from changes in redemption value
of common stock............................. 1,681 2,100 6,122
Loss (gain) on sales and retirements......... 394 592 (96)
Changes in operating assets and liabilities:
Accounts receivable........................ (607) (33,923) 11,896
Contract cost and recognized income not yet
billed.................................... 2,308 (10,797) 7,872
Prepaid expenses and other assets.......... (679) (556) (2,784)
Accounts payable and accrued liabilities... (2,066) 8,930 (8,147)
Accrued income taxes....................... (9,977) (1,541) (868)
Contract billings in excess of cost and
recognized income......................... (19,228) 97 (97)
Deferred income taxes...................... (207) (976) (1,158)
Other liabilities.......................... 200 544 565
-------- -------- --------
Cash provided by (used in) operating ac-
tivities................................ (3,771) (8,396) 29,961
Cash flows from investing activities:
Proceeds from sales of property and equipment.. 759 388 885
Purchase of property and equipment............. (3,703) (13,179) (18,474)
Purchase of spare parts........................ (3,468) (5,767) (6,483)
Purchase of CAMSA, net of cash received of
$663.......................................... (6,757) -- --
-------- -------- --------
Cash used in investing activities........ (13,169) (18,558) (24,072)
Cash flows from financing activities:
Proceeds from notes payable to banks........... 11,211 6,530 13,291
Proceeds from common stock..................... 145 101 3,220
Proceeds from notes payable to former share-
holders....................................... -- -- 1,401
Collection of notes receivable for stock pur-
chases........................................ 648 663 908
Repayment of notes payable to banks............ (7,952) (9,239) (16,237)
Purchase of treasury stock..................... (323) (376) (2,531)
Payment of dividends on preferred stock........ -- -- (1,448)
Repayment of notes payable to former sharehold-
ers........................................... -- -- (234)
Repayment of bank debt......................... (5,000) -- --
-------- -------- --------
Cash used in financing activities........ (1,271) (2,321) (1,630)
Effect of exchange rate changes on cash and cash
equivalents..................................... 7 (8) --
-------- -------- --------
Cash provided by (used in) all activities........ (18,204) (29,283) 4,259
Cash and cash equivalents, beginning of year..... 67,346 49,142 19,859
-------- -------- --------
Cash and cash equivalents, end of year........... $ 49,142 $ 19,859 $ 24,118
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-12
<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 of its majority-owned subsidiaries (the "Company"). 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 $2,654 in 1995 and $1,437 in 1996 and are stated net of
allowances for bad debts of $2,992 in 1995 and $1,119 in 1996.

Spare Parts--Spare parts (excluding expendables), stated net of accumulated
depreciation of $10,641 in 1995 and $9,750 in 1996, 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. 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 values 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.

Common Stock Options--The Company follows the intrinsic value method of
accounting for common stock options granted to employees.

F-13
<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 current 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 $1,377 in 1994, $1,712 in 1995 and $1,280 in 1996 and income taxes of
$2,227 in 1994, $2,426 in 1995 and $3,676 in 1996.

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 prior to the initial public offering were outstanding for all periods
presented.

Reclassifications--Certain previously reported amounts have been
reclassified to be consistent with amounts as reported herein.

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,
------------------
1995 1996
-------- --------
<S> <C> <C>
Costs incurred on contracts in progress................ $ 73,928 $ 67,296
Recognized income...................................... 3,359 8,763
-------- --------
77,287 76,059
Progress billings and advance payments................. 76,971 83,518
-------- --------
$ 316 $ (7,459)
======== ========
Contract cost and recognized income not yet billed..... $ 11,515 $ 3,643
Contract billings in excess of cost and recognized in-
come.................................................. (11,199) (11,102)
======== ========
$ 316 $ (7,459)
======== ========
</TABLE>

F-14
<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,
---------------
1995 1996
------- -------
<S> <C> <C>
Construction equipment....................................... $33,346 $38,475
Marine equipment............................................. 23,100 32,355
Transportation equipment..................................... 15,208 16,318
Land, buildings, furniture and equipment..................... 8,677 9,663
------- -------
80,331 96,811
Less accumulated depreciation and amortization............... 36,013 43,366
------- -------
$44,318 $53,445
======= =======
</TABLE>

5. NOTES PAYABLE

The Company has unsecured credit facilities with banks in certain countries
outside the United States. Borrowings under these lines of $173, in the form
of short-term notes and overdrafts, are made at competitive local interest
rates. Generally, each line is available only for borrowings related to
operations in a specific country. Credit available under these facilities is
approximately $8,000 at December 31, 1996.

The Company has notes payable to three former shareholders requiring
quarterly payments of $117 plus interest at the Company's rate for senior debt
to be made through April 15, 1999. At December 31, 1996, the current portion
of these notes, included in notes payable, is $467 and the long-term portion,
included in other liabilities, is $700.

6. LINE OF CREDIT

At December 31, 1996, the Company had a $100,000 credit agreement with a
bank consortium which provided for revolving loans and letters of credit.
There were no borrowings and outstanding letters of credit totaled $28,735 (of
which none were commercial or financial letters of credit) at December 31,
1996, leaving an amount fully available under the line of $71,265.

The Company has an underwritten commitment from a bank for a new five-year
$150,000 credit agreement that may be extended annually for three years,
subject to certain approvals. The new credit agreement, which was entered into
subsequent to December 31, 1996, provides for a $100,000 revolving credit
facility, part of which can be used for acquisitions and equity investments.
The entire facility, less amounts used under the revolving portion of the
facility, may be used for standby and commercial letters of credit. Principal
is payable at termination on all revolving loans except qualifying acquisition
and equity investment loans which are payable quarterly over the remaining
life of the credit agreement. Interest is payable quarterly at prime or other
alternative interest rates. A commitment fee is payable quarterly based on an
annual rate of 1/4% of the unused portion of the new credit facility. The
Company's obligations under the new credit agreement are secured by the stock
of the principal subsidiaries of the Company. The new credit agreement
requires the Company to maintain certain financial ratios, restricts the
amount of annual dividend payments to the greater of 25c per share or 25% of
net income and limits the Company's ability to purchase its own stock.

F-15
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1995 1996
------- -------
<S> <C> <C>
Trade payables............................................... $23,826 $18,471
Payrolls and payroll liabilities............................. 13,452 10,793
Equipment reconditioning and overhaul reserves............... 3,737 3,604
------- -------
$41,015 $32,868
======= =======
</TABLE>

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,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Service cost for benefits earned during the
period...................................... $ 1,206 $ 915 $ 1,136
Interest cost on projected benefit obliga-
tion........................................ 1,447 1,608 1,725
Actual loss (gain) on plan assets............ 550 (4,855) (3,325)
Deferred gain (loss) on plan assets.......... (2,169) 3,285 1,301
Amortization................................. 22 -- (2)
-------- -------- --------
$ 1,056 $ 953 $ 835
======== ======== ========

Accrued pension liability includes the following components:
<CAPTION>
DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Projected benefit obligation over (under)
plan assets:
Projected benefit obligation:
Vested benefits.......................... $ 16,478 $ 20,477 $ 20,963
Nonvested benefits....................... 510 505 383
-------- -------- --------
Accumulated benefits................... 16,988 20,982 21,346
Related to future pay increases.......... 3,561 4,180 4,437
-------- -------- --------
20,549 25,162 25,783
Plan assets at fair value (primarily listed
stocks and bonds)......................... (18,595) (23,660) (26,995)
-------- -------- --------
1,954 1,502 (1,212)
Unrecognized net gain (loss)................. (1,124) (499) 2,456
Unrecognized prior service cost.............. (282) (253) (228)
Transition asset at January 1, 1987.......... 201 172 143
-------- -------- --------
$ 749 $ 922 $ 1,159
======== ======== ========
</TABLE>

F-16
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

8. RETIREMENT PLANS--(CONTINUED)

The projected benefit obligation is determined using a weighted average
discount rate of 8.0 percent at December 31, 1994, 7.0 percent at December 31,
1995, and 7.5 percent at December 31, 1996. The rate of increase in future pay
increases is 6.0 percent and 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 matches employee
contributions up to a maximum of 4% of salary in cash or beginning in 1997 up
to 5% of salary, if the participant so elects, in WGI common stock. Company
contributions for this plan were $487 in 1994, $506 in 1995 and $569 in 1996.

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 U. S. Internal Revenue Code. Plan expense is
$285 in 1994, $303 in 1995 and $325 in 1996 and plan liability, included in
accounts payable and accrued liabilities, is $909 at December 31, 1995 and
$1,061 at December 31, 1996. 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 $605 at December 31, 1995, and $974 at
December 31, 1996.

9. POSTRETIREMENT MEDICAL BENEFITS

Postretirement medical benefit expense is $615 in 1994, $690 in 1995 and
$589 in 1996 and includes service cost of $269 in 1994, $262 in 1995 and $242
in 1996 and interest cost of $315 in 1994, $405 in 1995 and $347 in 1996 and
amortization of $31 in 1994 and $23 in 1995.

Accrued postretirement medical benefit liability includes the following
components:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1995 1996
------ ------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees..................................................... $2,062 $1,734
Fully eligible active plan participants...................... 562 528
Other active plan participants............................... 2,326 2,093
------ ------
Accumulated postretirement benefits........................ 4,950 4,355
Unrecognized net gain (loss)................................... (70) 1,027
------ ------
$4,880 $5,382
====== ======
</TABLE>

The non-current portion of the liability, $4,717 at December 31, 1995, and
$5,282 at December 31, 1996, 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 2006 and to remain at that level. The discount rate used
in determining the liability is 8.0 percent at December 31, 1994, 7.0 percent
at December 31, 1995, and 7.5 percent at December 31, 1996. Increasing the
assumed health care cost trend rates by one percentage point in each year
would increase the postretirement medical liability at December 31, 1996, by
$634 and expense for 1996 by $106.

F-17
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

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.

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Income (loss) before income taxes:
Other countries................................. $11,841 $16,044 $12,888
United States................................... (6,175) (4,178) (7,832)
------- ------- -------
$ 5,666 $11,866 $ 5,056
======= ======= =======
Provision (credit) for income taxes:
Currently payable:
Other countries............................... $(3,942) $ 893 $ 3,696
United States:
Federal..................................... -- -- --
State....................................... 3 8 (206)
------- ------- -------
(3,939) 901 3,490
Deferred, other countries....................... (207) (976) (1,158)
------- ------- -------
$(4,146) $ (75) $ 2,332
======= ======= =======
</TABLE>

The Company has a deferred tax asset in the United States of $19,436 at
December 31, 1995, and $20,329 at December 31, 1996, relating to United States
net operating loss and credit carryforwards and employee benefit expense, and
a deferred tax liability of $1,485 at December 31, 1995, and $1,565 at
December 31, 1996, 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 $1,358 at December 31, 1995, and $200 at
December 31, 1996, related to temporary differences, principally in contract
revenues and expenses.

The Company has $45,971 in United States net operating loss carryforwards
and $1,379 of United States investment tax credit carryforwards at December
31, 1996. The United States net operating loss carryforwards will expire,
unless utilized, beginning in 1997 and ending December 31, 2011. The
carryforwards available on an annual basis are limited. The Company has a
nonexpiring operating loss carryforward in the United Kingdom of $29,412
((Pounds)17,200) as of December 31, 1996.

11. STOCK OWNERSHIP PLANS

During May, 1996, the Company established the Willbros Group, Inc. 1996
Stock Plan (the "1996 Plan") with 1,125,000 shares of common stock authorized
for issuance to provide for awards to key

F-18
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

11. STOCK OWNERSHIP PLANS--(CONTINUED)

employees of the Company, and the Willbros Group, Inc. Director Stock Plan
(the "Director Plan") with 125,000 shares of common stock authorized for
issuance to provide for the grant of stock options to non-employee directors.

Under the 1996 Plan, options vesting 25% at the date of grant (October 1996)
and 25% each January 1 thereafter, were granted to purchase 95,000 shares at
$8.67 per share and 349,000 shares at $9.125 per share. Under the Director
Plan, options to purchase 27,000 shares at $10.00 per share were granted at
the date of the initial public offering and options to purchase 10,000 shares
at $9.125 per share were granted in October 1996. At December 31, 1996, the
1996 Plan has 681,000 shares and the Director Plan has 88,000 shares available
for grant.

The per share weighted-average fair value of options granted during 1996
under the 1996 Plan is $2.87 per share and under the Director Plan is $2.58
per share, calculated using the Black Scholes option-pricing model (assuming
the options have a life of 3 years, the risk-free interest rate at the date of
grant is 6.01% and volatility is 35.15%).

No compensation expense for the options granted under the 1996 Plan and the
Director Plan is recorded. Had compensation expense for vested options been
recorded at December 31, 1996, the Company's net income would have been
reduced to $2,310, and net income per share would have been reduced to $.06.

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 per share and 5,192 shares of
preferred stock, all from treasury, at $136 per share. All options were
exercised shortly after issuance. The Company had an obligation to purchase,
under certain conditions and at a formula price, stock held by retiring or
terminating employees, and recorded as compensation expense the change in the
redemption value at the end of each period using the maximum formula price.
The Company recognized a non-cash compensation expense of $4,695 for the
difference between the maximum redemption value of the shares subject to
redemption and the initial public offering price upon the effectiveness of the
initial public offering. The maximum redemption amount was classified outside
of stockholders' equity in the Consolidated Balance Sheets. The Company's
redemption obligation terminated in the fourth quarter of 1996.

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 Holding Construction, Inc. ("Heerema"), a former
shareholder of the Company, for $7,420 cash (including transaction fees) in a
transaction accounted for as a purchase. Accordingly, the Company has made
allocations of the purchase price 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, 1994, is not
materially different from historical results for the year ended December 31,
1994.

F-19
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

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 at any one time have a substantial part of its operations
dedicated to one project, client and country.

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

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Customer A.................................................... 29% 32% 33%
Customer B.................................................... -- 13 16
--- --- ---
29% 45% 49%
=== === ===
</TABLE>

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Contract revenues:
Africa....................................... $ 68,908 $ 95,972 $ 87,283
Asia......................................... 540 31,011 35,077
Middle East.................................. 23,469 21,870 23,513
North America(1)............................. 48,061 52,100 32,918
South America................................ 4,738 19,553 18,897
-------- -------- --------
$145,716 $220,506 $197,688
======== ======== ========
Operating profit (loss):(2)
Africa....................................... $ 22,736 $ 26,021 $ 25,764
Asia......................................... (1,379) (1,114) (8,249)
Middle East.................................. 6,225 1,175 900
North America................................ (3,898) (1,280) (2,680)
South America................................ (2,917) 3,855 5,822
-------- -------- --------
$ 20,767 $ 28,657 $ 21,557
======== ======== ========
Identifiable assets:
Africa....................................... $ 37,211 $ 63,281 $ 54,767
Asia......................................... 174 21,188 10,247
Middle East.................................. 13,626 15,543 20,781
North America................................ 67,375 36,160 43,385
South America................................ 12,802 13,782 18,285
-------- -------- --------
$131,188 $149,954 $147,465
======== ======== ========
</TABLE>
- --------
(1) Net of inter-geographic area revenues of $2,001 in 1994, $4,986 in 1995
and $3,052 in 1996.
(2) Operating profit (loss) is before deducting general corporate expenses of
$14,291 in 1994, $14,965 in 1995 and $15,538 in 1996.

F-20
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

15. INITIAL PUBLIC OFFERING

An initial public offering of the Company's common stock was completed in
August 1996, with the sale of 5,490,500 shares of common stock, consisting of
525,980 newly issued shares resulting in net proceeds to the Company of $4,892
before offering costs and 4,964,520 shares sold by a stockholder of the
Company for which the Company did not receive any proceeds. Subsequent to the
initial public offering, there are 14,385,980 shares of common stock
outstanding.

In July 1996, prior to the initial public offering, all 362,000 shares of
the $100 redeemable preferred stock of the Company outstanding were converted
into common stock of the Company at a conversion rate of 30 shares of common
stock for each share of preferred stock.

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,
Asia, 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.

The Company has certain operating leases for office and camp facilities.
Rental expense, excluding daily rentals and reimbursable rentals under cost
plus contracts, was $1,876 in 1994, $1,896 in 1995 and $2,112 in 1996. Minimum
lease commitments under operating leases as of December 31, 1996, total
$11,309 and are payable as follows: 1997, $2,291; 1998, $1,886; 1999, $1,648;
2000, $1,474; 2001, $1,514; later years, $2,496.

F-21
<PAGE>

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

17. QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected unaudited quarterly financial data for the years ended December 31,
1995 and 1996 consist of:

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
December 31, 1995:
Revenue............................ $36,001 $39,121 $56,962 $88,422 $220,506
Operating income................... 525 374 2,389 10,404 13,692
Compensation from changes in
redemption value included in
operating income.................. -- 54 302 1,744 2,100
Income before income taxes......... 566 311 2,937 8,052 11,866
Net income......................... 117 9 2,155 9,660 11,941
Net income per share............... .01 -- .15 .68 .84
December 31, 1996:
Revenue............................ $53,479 $48,977 $47,407 $47,825 $197,688
Operating income (loss)............ 2,387 2,308 (1,499) 2,823 6,019
Compensation from changes in
redemption value included in
operating income.................. 142 1,285 4,695 -- 6,122
Income (loss) before income taxes.. 2,327 2,277 (2,486) 2,938 5,056
Net income (loss).................. 2,044 1,386 (2,841) 2,135 2,724
Net income (loss) per share........ .09 .05 (.20) .15 .09
</TABLE>

Operating income (loss) in the above information includes the quarterly
charges for compensation expense for the change in redemption value of shares
subject to redemption prior to the initial public offering.

Revenue for the fourth quarter of 1995 included $22,898 in Asia, primarily
for the initial purchase of linepipe for a project.

Operating income in the fourth quarter of 1995 included recognition of cost
recoveries related to previous year's contracts in Africa amounting to $7,753.
Operating income in the fourth quarter of 1996 included cost overruns on a
project in Pakistan but did not include related cost recoveries which had not
been realized.

F-22
<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, salesperson or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offer contained herein, and if given or
made, such information or representation must not be relied upon as having
been authorized by the Company, the Selling Stockholders or any Underwriter.
This Prospectus 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, under 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>
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 8
Forward-Looking Statements................................................ 13
Use of Proceeds........................................................... 14
Price Range of Common Stock and Dividend Policy........................... 14
Capitalization............................................................ 15
Selected Consolidated Financial and Other Data............................ 16
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 18
Business.................................................................. 24
Management................................................................ 43
Principal and Selling Stockholders........................................ 47
Description of Capital Stock.............................................. 49
Certain Income Tax Considerations......................................... 51
Underwriting.............................................................. 55
Legal Matters............................................................. 57
Experts................................................................... 57
Available Information..................................................... 57
Incorporation of Documents by Reference................................... 58
Enforceability of Civil Liabilities Under the Federal Securities Laws..... 58
Index to Consolidated Financial Statements................................ F-1
</TABLE>
PROSPECTUS , 1997

[WILLBROS GROUP, INC. LOGO APPEARS HERE]

3,937,609

WILLBROS GROUP, INC.

Common Shares

SBC WARBURG DILLON READ INC.

MERRILL LYNCH & CO.

JENSEN SECURITIES CO.
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. 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................ $ 23,328
NASD filing fee.................................................... 8,199
New York Stock Exchange additional listing fee..................... 1,500
Transfer agent's fees and expenses................................. 1,500
Printing and shipping expenses..................................... 100,000
Legal fees and expenses............................................ 150,000
Accounting fees and expenses....................................... 60,000
Miscellaneous...................................................... 50,473
--------
Total............................................................ $395,000
========
</TABLE>

ITEM 15. 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 the
accounting, and in general, for execution or deficient performance of their
mandate or the violation of laws, the Articles of Incorporation, the By-laws
or resolutions of the stockholders. Article 444 provides that the liability of
directors may only be claimed pursuant to a resolution of the stockholders.

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

II-1
<PAGE>

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 Registrant carries directors' and officers'
liability insurance to insure its officers and directors against liability for
certain errors and omissions and to defray costs of a suit or proceeding
against an officer or director. The Registrant also carries directors' and
officers' liability insurance which insures its officers and directors against
liabilities they may incur in connection with the registration, offering or
sale of the securities covered by this Registration Statement.

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 16. EXHIBITS.

The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-3, including those incorporated by reference herein.

<TABLE>
<C> <S>
1.* Form of Underwriting Agreement.
4.1** Restated Articles of Incorporation of the Registrant.
4.2** Restated By-laws of the Registrant.
4.3** Form of stock certificate for the Registrant's Common Stock, par
value $.05 per share.
5.* Opinion of Arias, Fabrega & Fabrega, regarding the legality of the
Common Stock.
23.1* Consent of KPMG Peat Marwick.
23.2* Consent of Arias, Fabrega & Fabrega (included in the opinion filed
as Exhibit 5 to this Registration Statement).
23.3* Consent of Conner & Winters, A Professional Corporation.
24.* Power of Attorney (included in this Part II).
</TABLE>
- --------

*Filed herewith.
** Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (No. 333-5413) and incorporated by reference herein.

ITEM 17. UNDERTAKINGS.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 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

II-2
<PAGE>

liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 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-3
<PAGE>

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on the 2nd
day of September, 1997.

Willbros Group, Inc.

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Larry J. Bump, Melvin F. Spreitzer and John N.
Hove, and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities
Act of 1933, which relates to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his or
their substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Larry J. Bump
- ------------------------------------- Director, Chairman of the Board September 2, 1997
Larry J. Bump and Chief Executive Officer
(Principal Executive Officer
and Authorized Representative
in the United States)
/s/ Gary L. Bracken
- ------------------------------------- Director, President and September 2, 1997
Gary L. Bracken Chief Operating Officer

/s/ Melvin F. Spreitzer
- ------------------------------------- Director, Executive Vice September 2, 1997
Melvin F. Spreitzer President, Chief Financial
Officer and Treasurer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ M. Kieth Phillips
- ------------------------------------- Director and Vice President September 2, 1997
M. Kieth Phillips
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Guy E. Waldvogel Director September 2, 1997
- -------------------------------------
Guy E. Waldvogel

/s/ Bryan H. Lawrence Director September 2, 1997
- -------------------------------------
Bryan H. Lawrence

/s/ Peter A. Leidel Director September 2, 1997
- -------------------------------------
Peter A. Leidel

/s/ John H. Williams Director September 2, 1997
- -------------------------------------
John H. Williams

/s/ Michael J. Pink Director September 2, 1997
- -------------------------------------
Michael J. Pink
</TABLE>

II-5
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
1.* Form of Underwriting Agreement.
4.1** Restated Articles of Incorporation of the Registrant.
4.2** Restated By-laws of the Registrant.
4.3** Form of stock certificate for the Registrant's Common Stock, par
value $.05 per share.
5.* Opinion of Arias, Fabrega & Fabrega, regarding the legality of
the Common Stock.
23.1* Consent of KPMG Peat Marwick.
23.2* Consent of Arias, Fabrega & Fabrega (included in the opinion
filed as Exhibit 5 to this Registration Statement).
23.3* Consent of Conner & Winters, A Professional Corporation.
24.* Power of Attorney (included in this Part II).
</TABLE>
- --------

*Filed herewith.
**Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (No. 333-5413) and incorporated by reference herein.

<PAGE>

EXHIBIT 1

WILLBROS GROUP, INC.
3,937,609 Shares
Common Stock
($.05 par value)

UNDERWRITING AGREEMENT

[ ], 1997

SBC WARBURG DILLON READ INC.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
JENSEN SECURITIES CO.
as Managing Underwriters
c/o SBC Warburg Dillon Read Inc.
535 Madison Avenue
New York, New York 10022

Dear Sirs:

Yorktown Energy Partners, L.P. ("Yorktown"), Concord Partners II, L.P.
("Concord II"), Concord Partners Japan Limited ("Concord Japan"), Lexington
Partners IV, L.P. ("Lexington"), Brown University Third Century Fund ("Brown")
and SBC Warburg Dillon Read Inc., as Agent ("SBC Warburg Dillon Read, as Agent"
and, collectively with Yorktown, Concord II, Concord Japan, Lexington and Brown,
the "Selling Stockholders") propose to sell to the underwriters named in
Schedule A annexed hereto (the "Underwriters") an aggregate of 3,937,609 shares
(the "Firm Shares") of Common Stock, $.05 par value (the "Common Stock"), of
Willbros Group, Inc. (the "Company"). The Firm Shares are to be sold by the
Selling Stockholders in the respective amounts set forth under the caption
"Number of Firm Shares" in Schedule B annexed hereto. In addition, solely for
the purpose of covering over-allotments, the Company proposes to grant to the
Underwriters the option to purchase from the Company up to an additional 590,641
shares of Common Stock (the "Additional Shares"). The Firm Shares and the
Additional Shares are hereinafter collectively referred to as the "Shares". The
Shares are described in the Prospectus which is referred to below.

The Company has filed, in accordance with the provisions of the U.S.
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Act"), with the Securities
<PAGE>

-2-

and Exchange Commission (the "Commission") a registration statement on Form S-3,
including a prospectus, relating to the Shares, which incorporates by reference
certain documents which the Company has filed or will file in accordance with
the provisions of the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the "Exchange Act"). The Company has furnished
to you, for use by the Underwriters and by dealers, copies of one or more
preliminary prospectuses (each thereof being herein called a "Preliminary
Prospectus") relating to the Shares. Except where the context otherwise
requires, the registration statement, as amended when it becomes effective,
including all documents filed as a part thereof or incorporated by reference
therein, and including any information contained in a prospectus subsequently
filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be
part of the registration statement at the time of effectiveness pursuant to Rule
430A under the Act, is herein called the "Registration Statement", and the
prospectus, including all documents incorporated therein by reference, in the
form filed by the Company with the Commission pursuant to Rule 424(b) under the
Act or, if no such filing is required, the form of final prospectus included in
the Registration Statement at the time it became effective, is herein called the
"Prospectus".

The Company, the Selling Stockholders and the Underwriters agree as
follows:

1. (a) Sale and Purchase. Upon the basis of the warranties and
-----------------
representations and the other terms and conditions herein set forth, the Selling
Stockholders agree to sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Selling
Stockholders the respective number of Firm Shares (subject to such adjustment as
you may determine to avoid fractional shares) which bears the same proportion to
the number of Firm Shares to be sold by the Selling Stockholders as the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule A
annexed hereto bears to the total number of Firm Shares to be sold by the
Selling Stockholders, at a purchase price of $[ ] per Share. You shall
release the Firm Shares for public sale promptly after this Agreement becomes
effective. You may from time to time increase or decrease the public offering
price after the initial public offering to such extent as you may determine.

In addition, the Company hereby grants to the several Underwriters the
option to purchase, and upon the basis of the
<PAGE>

-3-

warranties and representations and the other terms and conditions herein set
forth, the Underwriters shall have the right to purchase, severally and not
jointly, from the Company ratably in accordance with the number of Firm Shares
to be purchased by each of them (subject to such adjustment as you shall
determine to avoid fractional shares), all or a portion of the Additional Shares
as may be necessary to cover over-allotments made in connection with the
offering of the Firm Shares, at the same purchase price per share to be paid by
the Underwriters to the Selling Stockholders for the Firm Shares. This option
may be exercised at any time (but not more than once) on or before the thirtieth
day following the date hereof, by written notice to the Company. Such notice
shall set forth the aggregate number of Additional Shares as to which the option
is being exercised, and the date and time when the Additional Shares are to be
delivered (such date and time being herein referred to as the "additional time
of purchase"); provided, however, that the additional time of purchase shall
-------- -------
not be earlier than the time of purchase (as defined below) nor earlier than the
second business day/1/ after the date on which the option shall have been
exercised nor later than the third business day after the date on which the
option shall have been exercised. The number of Additional Shares to be sold to
each Underwriter shall be the number which bears the same proportion to the
aggregate number of Additional Shares being purchased as the number of Firm
Shares set forth opposite the name of such Underwriter on Schedule A hereto
bears to the total number of Firm Shares (subject, in each case, to such
adjustment as you may determine to eliminate fractional shares).

(b) Pursuant to powers of attorney granted by each Selling Stockholder
(the "Powers-of-Attorney"), W. Howard Kennan, Bryan H. Lawrence and Peter A.
------------------
Leidel will act as representatives of the Selling Stockholders. The foregoing
representatives (the "Representatives of the Selling Stockholders") are
authorized, on behalf of each Selling Stockholder, to execute any documents
necessary or desirable in connection with the sale of the Firm Shares to be sold
hereunder by each Selling Stockholder, to make delivery of the certificates for
such Firm Shares, to receive the proceeds of the sale of such Firm Shares, to
give receipts for such proceeds, to pay therefrom the expenses to be borne by
each Selling Stockholder in connection

- ------------------------
/1/ As used herein "business day" shall mean a day on which the New York
Stock Exchange is open for trading.
<PAGE>

-4-

with the sale and public offering of the Firm Shares, to distribute the balance
of such proceeds to each Selling Stockholder in proportion to the number of Firm
Shares sold by each Selling Stockholder, to receive notices on behalf of each
Selling Stockholder and to take such other action as may be necessary or
desirable in connection with the transactions contemplated by this Agreement.

(c) Independent Underwriter. The Company hereby confirms its
-----------------------
engagement of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"), and Merrill Lynch hereby confirms its agreement with the Company to
render services, as a "qualified independent underwriter" within the meaning of
Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities
Dealers, Inc. ("NASD") with respect to the offering and sale of the Shares.
Merrill Lynch, solely in its capacity as qualified independent underwriter and
not otherwise, is referred to herein as the "QIU".

2. Payment and Delivery. Payment of the purchase price for the Firm
--------------------
Shares shall be made to the Selling Stockholders by Federal (same day) funds,
against delivery of the certificates for the Firm Shares to you through the
facilities of The Depository Trust Company (the "DTC") in the form of a global
certificate or certificates registered in the name of Cede & Co., the nominee of
the DTC, at the offices of Cahill Gordon & Reindel in New York City, for the
respective accounts of the Underwriters. Such payment and delivery shall be
made at 9:00 A.M., New York City time, on [ ], 1997 (unless another time
shall be agreed to by you and the Selling Stockholders or unless postponed in
accordance with the provisions of Section 10 hereof). The time at which such
payment and delivery are actually made is hereinafter sometimes called the "time
of purchase". Certificates for the Firm Shares shall be issued in the name of
Cede & Co. or in such names and in such denominations as you shall specify on
the second business day preceding the time of purchase. For the purpose of
expediting the checking of the certificates for the Firm Shares by you, the
Selling Stockholders agree to make such certificates available to you for such
purpose at least one full business day preceding the time of purchase.

Payment of the purchase price for the Additional Shares shall be made
at the additional time of purchase in the same manner and at the same office as
the payment for the Firm Shares. Certificates for the Additional Shares shall
be issued in the name of Cede & Co. or in such names and in such denominations
as you shall specify on the second business day preceding
<PAGE>

-5-

the additional time of purchase. For the purpose of expediting the checking of
the certificates for the Additional Shares by you, the Company agrees to make
such certificates available to you for such purpose at least one full business
day preceding the additional time of purchase.

3. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to each of the Underwriters that:

(a) the Registration Statement has been declared effective by the
Commission and the Registration Statement and the Prospectus fully comply
in all material respects with the provisions of the Act, and the
Registration Statement does not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Prospectus
does not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no warranty
-------- -------
or representation with respect to any statement contained in the
Registration Statement or the Prospectus in reliance upon and in conformity
with information concerning the Underwriters and furnished in writing by or
on behalf of any Underwriter through you to the Company expressly for use
in the Registration Statement or the Prospectus; the documents incorporated
by reference in the Prospectus, at the time they were filed with the
Commission, complied in all material respects with the requirements of the
Exchange Act, and did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading;

(b) the Company has an authorized capitalization as set forth in the
Registration Statement and the Prospectus and, as of the time of purchase
and the additional time of purchase, as the case may be, the Company shall
have an authorized capitalization as set forth in the Registration
Statement and the Prospectus; all of the issued and outstanding shares of
capital stock including Common Stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable; the
Company has been duly incorporated and is validly existing
<PAGE>

-6-

as a corporation in good standing under the laws of the Republic of Panama,
with full power and authority to own its properties and conduct its
business as described in the Registration Statement and the Prospectus, to
execute and deliver this Agreement and to issue and sell the Additional
Shares as herein contemplated;

(c) the Company and each of its subsidiaries (the "Subsidiaries") are
duly qualified or licensed by and are in good standing in each jurisdiction
in which they conduct their respective businesses and in which the failure
to be so licensed or qualified, individually or in the aggregate, could
have a material adverse effect on the operations, business or condition of
the Company and the Subsidiaries taken as a whole (a "Material Adverse
Effect"); and the Company and each of its Subsidiaries are in compliance in
all material respects with the laws, orders, rules, regulations and
directives issued or administered by such jurisdictions and in which the
failure to be so in compliance could have a Material Adverse Effect;

(d) neither the Company nor any of the Subsidiaries is in breach of,
or in default under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under), its
respective charter or by-laws or other governing documents or in the
performance or observance of any obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, bank loan or
credit agreement or other agreement or instrument to which the Company or
any of the Subsidiaries is a party or by which any of them is bound and
which could have a Material Adverse Effect, and the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not conflict with, or result in any breach of or
constitute a default under (nor constitute any event which with notice,
lapse of time, or both would constitute a breach of, or default under), any
provisions of the charter or by-laws or other governing documents of the
Company or any of the Subsidiaries or under any provision of any license,
indenture, mortgage, deed of trust, bank loan or credit agreement or other
agreement or instrument to which the Company or any of the Subsidiaries is
a party or by which any of them or their respective properties may be bound
or affected, or under any federal, state, local or foreign law, regulation
or rule or any decree, judgment or order applicable to the Company or any
of the Subsidiaries;
<PAGE>

-7-

(e) this Agreement has been duly authorized, executed and delivered by
the Company and is a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, except as rights to indemnity and
contribution hereunder may be limited by securities laws and except as the
enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and general principles of equity;

(f) the capital stock of the Company, including the Shares, conforms
in all material respects to the description thereof contained in and
incorporated by reference in the Registration Statement and Prospectus and
the certificates for the Shares are in due and proper form and the holders
of the Shares will not be subject to personal liability by reason of being
such holders;

(g) no approval, authorization, consent or order of or filing with any
national, state or local governmental or regulatory commission, board,
body, authority or agency is required in connection with the issuance and
sale of the Shares as contemplated hereby other than registration of the
Shares under the Act and the Exchange Act and any necessary qualification
under the securities or blue sky laws of the various jurisdictions in which
the Shares are being offered by the Underwriters;

(h) no person has the right, contractual or otherwise, to cause the
Company to issue to it, or register pursuant to the Act, any shares of
capital stock of the Company upon the issue and sale of the Shares to the
Underwriters hereunder, nor does any person have preemptive rights, rights
of first refusal or other rights to purchase any of the Shares, other than
such rights as have been waived prior to the sale of Shares pursuant to
this Agreement;

(i) KPMG Peat Marwick, whose reports on the consolidated financial
statements of the Company and the Subsidiaries are filed with the
Commission as part of the Registration Statement and Prospectus, are
independent public accountants as required by the Act and the applicable
published rules and regulations thereunder;

(j) each of the Company and the Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all necessary
filings required under any national,
<PAGE>

-8-

state or local law, regulation or rule, and has obtained all necessary
authorizations, consents and approvals from other persons, in order to
conduct its respective business, except where the absence of any such
license, authorization, consent, approval or filing could not have a
Material Adverse Effect; neither the Company nor any of the Subsidiaries is
in violation of, or in default under (nor has any event occurred which with
notice, lapse of time, or both would constitute a violation of or a default
under), any such license, authorization, consent or approval or any
national, state or local law, regulation or rule or any decree, order or
judgment applicable to the Company or any of the Subsidiaries the effect of
which could have a Material Adverse Effect;

(k) all legal or governmental proceedings, contracts or documents of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement have
been so described or filed as required;

(l) except as described in the Registration Statement, there are no
actions, suits or proceedings pending or threatened against the Company or
any of the Subsidiaries or any of their respective properties, at law or in
equity, or before or by any national, state or local governmental or
regulatory commission, board, body, authority or agency which could result
in a judgment, decree or order having a Material Adverse Effect;

(m) the audited financial statements included in the Registration
Statement and the Prospectus present fairly the consolidated financial
position of the Company and the Subsidiaries as of the dates indicated and
the consolidated results of operations and changes in cash flows of the
Company and the Subsidiaries for the periods specified; such financial
statements have been prepared in conformity with generally accepted
accounting principles in the United States, applied on a consistent basis
during the periods involved;

(n) the unaudited interim financial statements included in the
Registration Statement and the Prospectus present fairly the condensed
consolidated financial position of the Company and the Subsidiaries as of
the dates indicated and the condensed consolidated results of operations
and changes in cash flows of the Company and the Subsidiaries for the
periods specified, subject to normal
<PAGE>

-9-

year-end adjustments; such financial statements have been prepared in
conformity with generally accepted accounting principles in the United
States, applied on a consistent basis during the periods involved;

(o) neither the Company nor the Subsidiaries, nor any director,
officer, agent, employee, or other person acting, with actual or apparent
authority, on behalf of the Company or the Subsidiaries has, at any
relevant time, directly or indirectly: (i) knowingly, unlawfully and
corruptly made contributions, gifts, expenditures for entertainment, or
other unlawful expenditures relating to political activity for the purpose
of obtaining or retaining business; (ii) knowingly, unlawfully and
corruptly made payments to government officials or employees or to
political parties or campaigns for the purpose of obtaining or retaining
business; (iii) violated any applicable provision of the U.S. Foreign
Corrupt Practices Act of 1977, as amended (the "FCPA"); (iv) violated any
applicable provision of U.S. "fraud and abuse legislation" or U.S. "anti-
kickback law"; or (v) made any other material payment in the nature of a
bribe, rebate, kickback, payoff or influence payment which was unlawful
under applicable law at the relevant time;

(p) the Company's internal accounting controls and procedures are
sufficient to provide reasonable assurance that the Company's transactions
are executed and recorded in accordance with the requirements of the FCPA;

(q) subsequent to the respective dates as of which information is
given in the Registration Statement and Prospectus, and except as may be
otherwise stated in the Registration Statement or Prospectus, there has not
been (i) any material adverse change, financial or otherwise, in the
business, properties, prospects, regulatory environment, results of
operations or condition (financial or otherwise), present or prospective,
of the Company and the Subsidiaries taken as a whole, (ii) any transaction,
which is material to the Company and the Subsidiaries taken as a whole,
contemplated or entered into by the Company or any of the Subsidiaries or
(iii) any obligation, contingent or otherwise, directly or indirectly
incurred by the Company or any of the Subsidiaries which is material to the
Company and the Subsidiaries taken as a whole;

(r) the Company has obtained the agreement of each of its directors
and executive officers, certain stockholders
<PAGE>

-10-

and each Subsidiary of the Company which has shares of Common Stock pledged
to it by employees or other persons, 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 shares of Common Stock or warrants or other rights to
purchase Common Stock for a period of 90 days after the date of the
Prospectus without the prior written consent of SBC Warburg Dillon Read;

(s) the Company is not an "enemy" or an "ally of the enemy" within the
meaning of Section 2 of the U.S. Trading with the Enemy Act, as amended;
and the Company is not in violation of, and the Company's use of the
proceeds from the sale of the Additional Shares as contemplated hereby will
not violate, the U.S. Trading with the Enemy Act, as amended, or any
executive orders, proclamations or regulations issued pursuant thereto,
including, without limitation, regulations administered by the Office of
Foreign Assets Control of the U.S. Department of the Treasury (31 C.F.R.,
Subtitle B, Chapter V as amended);

(t) neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075 of the Florida Statutes; and

(u) the Company is not treated as a "controlled foreign corporation"
for U.S. federal income tax purposes under Section 957 of the U.S. Internal
Revenue Code of 1986, as amended (the "Code").

4. Representations and Warranties of the Selling Stockholders. Each
----------------------------------------------------------
Selling Stockholder, severally and not jointly, represents and warrants to each
Underwriter that:

(a) it now is, and at the time of delivery of the Firm Shares will be,
the lawful owner of the Firm Shares to be sold by it pursuant to this
Agreement and has, and at the time of delivery thereof will have, valid and
marketable title to the Firm Shares, and upon delivery of and payment for
the Firm Shares, purchased in good faith and without notice of any adverse
claims, the Underwriters will acquire valid and marketable title to the
Firm Shares free and clear of any claim, lien, encumbrance, security
interest, community property right, restriction on transfer or other defect
in title;
<PAGE>

-11-

(b) it has, and at the time of delivery of the Firm Shares will have,
full legal right, power and capacity, and any approval required by law
(other than those imposed by the Act and the securities or blue sky laws of
various jurisdictions in which the Shares are being offered by the
Underwriters), to sell, assign, transfer and deliver the Firm Shares in the
manner provided in this Agreement;

(c) this Agreement and the Custody Agreement between ChaseMellon
Shareholder Services, L.L.C., as custodian, and each of the Selling
Stockholders (the "Custody Agreement") have been duly executed and
-----------------
delivered by it and each is a legal, valid and binding agreement of such
Selling Stockholder enforceable in accordance with its respective terms,
except, in the case of this Agreement, as rights to indemnity and
contribution hereunder may be limited by securities laws and except as the
enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and general principles of equity;

(d) when the Registration Statement becomes effective and at all times
subsequent thereto through the later of the time of purchase or the
termination of the offering of the Shares, the Registration Statement and
Prospectus, and any supplements or amendments thereto as they relate to
such Selling Stockholder will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;

(e) such Selling Stockholder has duly and irrevocably authorized the
Representatives of the Selling Stockholders, on behalf of such Selling
Stockholder, to execute and deliver this Agreement and any other document
necessary or desirable in connection with the transactions contemplated
hereby and to deliver the Firm Shares to be sold by such Selling
Stockholder and receive payment therefor pursuant hereto; and

(f) the sale of the Firm Shares pursuant to this Agreement is not
prompted by any information concerning the Company which is not set forth
in the Prospectus.

5. Certain Covenants of the Company. The Company hereby agrees:
--------------------------------
<PAGE>

-12-

(a) to furnish such information as may be required and otherwise to
cooperate in qualifying the Shares for offering and sale under the
securities or blue sky laws of such jurisdictions as you may designate and
to maintain such qualifications in effect so long as required for the
distribution of the Shares, provided that the Company shall not be required
to qualify as a foreign corporation or to consent to the service of process
under the laws of any such jurisdiction (except service of process with
respect to the offering and sale of the Shares); and to promptly advise you
of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose;

(b) to make available to you in New York City, as soon as practicable
after the Registration Statement becomes effective, and thereafter from
time to time to furnish to the Underwriters, as many copies of the
Prospectus (or of the Prospectus as amended or supplemented if the Company
shall have made any amendments or supplements thereto after the effective
date of the Registration Statement) as the Underwriters may request for the
purposes contemplated by the Act;

(c) to advise you promptly and (if requested by you) to confirm such
advice in writing, (i) when the Registration Statement has become effective
and when any post-effective amendment thereto becomes effective and (ii) if
Rule 430A under the Act is used, when the Prospectus is filed with the
Commission pursuant to Rule 424(b) under the Act (which the Company agrees
to file in a timely manner under such Rules);

(d) to advise you promptly, confirming such advice in writing, of any
request by the Commission for amendments or supplements to the Registration
Statement or Prospectus or for additional information with respect thereto,
or of notice of institution of proceedings for, or the entry of a stop
order suspending the effectiveness of the Registration Statement and, if
the Commission should enter a stop order suspending the effectiveness of
the Registration Statement, to make every reasonable effort to obtain the
lifting or removal of such order as soon as possible; and to advise you
promptly of any proposal to amend or supplement the Registration Statement
or Prospectus, including by filing any document that would be
<PAGE>

-13-

incorporated therein by reference, and to file no such amendment or
supplement to which you shall object in writing;

(e) to furnish to you and, upon request, to each of the other
Underwriters for a period of five years from the date of this Agreement (i)
copies of any reports or other communications which the Company shall send
to its stockholders or shall from time to time publish or publicly
disseminate, (ii) copies of all annual, quarterly and current reports filed
with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form
as may be designated by the Commission, and (iii) such other information as
you may reasonably request regarding the Company or its Subsidiaries;

(f) to advise the Underwriters promptly of the happening of any
event known to the Company within the time during which a prospectus
relating to the Shares is required to be delivered under the Act which, in
the judgment of the Company, would require the making of any change in the
Prospectus then being used, or in the information incorporated therein by
reference, so that the Prospectus would not include an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they are
made, not misleading, and, during such time, to prepare and furnish, at the
Company's expense, to the Underwriters promptly such amendments or
supplements to such Prospectus as may be necessary to reflect any such
change and to furnish you a copy of such proposed amendment or supplement
before filing any such amendment or supplement with the Commission;

(g) as soon as practicable and for the time period specified by Rule
158 under the Act, to make generally available to its securityholders, and
to deliver to you, an earnings statement of the Company that will satisfy
the provisions of Section 11(a) of the Act and Rule 158 under the Act;

(h) to furnish to you three (3) signed copies of the Registration
Statement, as initially filed with the Commission, and of all amendments
thereto (including all exhibits thereto and incorporated by reference
therein) and sufficient conformed copies of the foregoing (other than
exhibits) for distribution of a copy to each of the other Underwriters;
<PAGE>

-14-

(i) to furnish to you as early as practicable prior to the time of
purchase and the additional time of purchase, as the case may be, but not
later than two business days, in each case, prior thereto, a copy of the
latest available unaudited interim condensed consolidated financial
statements, if any, of the Company and its Subsidiaries which have been
read by the Company's independent certified public accountants, as stated
in their letter to be furnished pursuant to Section 8(f) of this Agreement;

(j) to use the net proceeds to the Company from the sale of the
Additional Shares, if the Underwriters exercise their over-allotment
option, in the manner set forth under the caption "Use of Proceeds" in the
Prospectus;

(k) to furnish to you, before filing with the Commission subsequent to
the effective date of the Registration Statement and during the period
referred to in paragraph (f) above, a copy of any document proposed to be
filed pursuant to Section 13, 14 or 15(d) of the Exchange Act;

(l) 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 shares of
Common Stock or warrants or other rights to purchase Common Stock or permit
the registration under the Act of any shares of Common Stock for a period
of 90 days after the date hereof, without the prior written consent of SBC
Warburg Dillon Read, except for: (i) the registration of the Shares and the
sales to the Underwriters pursuant to this Agreement; and (ii) grants of
options or issuances of Common Stock upon the exercise of outstanding
options pursuant to any of the Company's stock option plans or pursuant to
other benefit or incentive plans existing as of the date hereof; and

(m) to use its best efforts to cause the Additional Shares to be
listed on the New York Stock Exchange.

6. Certain Covenants of the Company and the Selling Stockholders. The
-------------------------------------------------------------
Company and each of the Selling Stockholders agree with each Underwriter as
follows:

(a) The Company agrees that, whether or not the transactions
contemplated hereby are consummated or this Agreement is terminated, the
Company will pay all expenses,
<PAGE>

-15-

fees and taxes (other than (x) any transfer taxes and fees and
disbursements of counsel for the Underwriters except as set forth under
Section 7 hereof or clauses (iii) or (iv) of this Section 6(a) and (y) fees
payable by the Selling Stockholders pursuant to clause (b) hereof) in
connection with (i) the preparation and filing of the Registration
Statement, each Preliminary Prospectus, the Prospectus, and any amendments
or supplements thereto, and the printing and furnishing of copies of each
thereof to the Underwriters and to dealers (including costs of mailing and
shipment), (ii) the issuance, sale and delivery of the Shares by the
Company and the Selling Stockholders, (iii) the word processing and/or
printing of this Agreement, any Agreement Among Underwriters, any dealer
agreements, any Statements of Information, the Custody Agreement and the
Powers of Attorney and the reproduction and/or printing and furnishing of
copies of each thereof to the Underwriters and to dealers (including costs
of mailing and shipment), (iv) the qualification of the Shares for offering
and sale under state laws and the determination of their eligibility for
investment under state law as aforesaid (including the legal fees and
filing fees and other disbursements of counsel to the Underwriters) and the
word processing and/or printing and furnishing of copies of any blue sky
surveys or legal investment surveys to the Underwriters and to dealers, (v)
any listing of the Additional Shares on the New York Stock Exchange, (vi)
the filing for review of the public offering of the Shares by the NASD, and
(vii) the performance of the Company's and the Selling Stockholders' other
obligations hereunder.

(b) Each Selling Stockholder will pay all underwriting discounts and
commissions, and will pay all transfer taxes and all fees and disbursements
of any counsel or accountant retained by it, in connection with the sale of
the Firm Shares.

(c) Each Selling Stockholder that will remain a stockholder of the
Company after the time of purchase agrees that it will not 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 shares of Common Stock or warrants or other rights to
purchase Common Stock for a period of 90 days after the date of the
Prospectus, without the prior written consent of SBC Warburg Dillon Read.
<PAGE>

-16-

7. Reimbursement of Underwriters' Expenses. If the Shares are not
---------------------------------------
delivered for any reason other than the termination of this Agreement pursuant
to the second paragraph of Section 9 hereof or the default by one or more of
the Underwriters in its or their respective obligations hereunder, the Company
shall reimburse the Underwriters for all of their out-of-pocket expenses,
including the fees and disbursements of their counsel.

8. Conditions of Underwriters' Obligations. The several obligations
---------------------------------------
of the Underwriters hereunder are subject to the accuracy of the representations
and warranties on the part of the Company and the Selling Stockholders on the
date hereof and at the time of purchase (and the several obligations of the
Underwriters at the additional time of purchase are subject to the accuracy of
the representations and warranties on the part of the Company on the date hereof
and at the time of purchase and at the additional time of purchase, as the case
may be (unless previously waived)), the performance by the Company and the
Selling Stockholders of their obligations hereunder and to the following
conditions:

(a) The Company shall furnish to you at the time of purchase and at
the additional time of purchase, as the case may be, an opinion of Conner &
Winters, A Professional Corporation, counsel for the Company, addressed to
the Underwriters, and dated the time of purchase or the additional time of
purchase, as the case may be, with reproduced copies for each of the other
Underwriters and in form satisfactory to Cahill Gordon & Reindel, counsel
for the Underwriters, stating that:

(i) the capital stock of the Company, including the Shares,
conforms in all material respects to the description thereof contained
in the Registration Statement and Prospectus;

(ii) the Registration Statement and the Prospectus (except as to
the financial statements and schedules and other financial and
statistical data contained or incorporated by reference therein, as to
which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act;

(iii) the Registration Statement has become effective under the
Act, the Registration Statement on Form 8-A filed with the Commission
on July 19, 1996
<PAGE>

-17-

is effective under the Exchange Act, and to such counsel's knowledge,
no stop order proceedings with respect thereto are pending or
threatened under the Act;

(iv) no approval, authorization, consent or order of or filing
with any national, state or local governmental or regulatory
commission, board, body, authority or agency is required in connection
with the issuance and sale of the Shares as contemplated hereby other
than registration of the Shares under the Act (except such counsel
need express no opinion as to any necessary qualification under the
securities or blue sky laws of the various jurisdictions in which the
Shares are being offered by the Underwriters);

(v) the execution, delivery and performance of this Agreement by
the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not conflict with, or result in
any breach of, or constitute a default under (nor constitute any event
which with notice, lapse of time, or both, would constitute a breach
of or default under), any provisions of the charter or by-laws or
other governing documents of the Company or, to such counsel's
knowledge, any of the Subsidiaries or under any provision of any
material license, indenture, mortgage, deed of trust, bank loan,
credit agreement or other agreement or instrument known to such
counsel to which the Company or any of its Subsidiaries is a party or
by which any of them or their respective properties may be bound or
affected, or under any law, regulation or rule or any decree, judgment
or order known to such counsel that is applicable to the Company or
any of the Subsidiaries;

(vi) the documents incorporated by reference in the Registration
Statement and Prospectus, when they were filed (or, if an amendment
with respect to any such document was filed, when such amendment was
filed), complied as to form in all material respects with the Exchange
Act (except as to the financial statements and schedules and other
financial and statistical data contained or incorporated by reference
therein, as to which such counsel need express no opinion);
<PAGE>
-18-

(vii) to such counsel's knowledge, neither the Company nor any of
the Subsidiaries is in breach of, or in default under (nor has any
event occurred which with notice, lapse of time, or both would
constitute a breach of, or default under), any license, indenture,
mortgage, deed of trust, bank loan or any other agreement or
instrument to which the Company or any of its Subsidiaries is a party
or by which any of them or their respective properties may be bound or
affected or under any law, regulation or rule or any decree, judgment
or order applicable to the Company or any of its Subsidiaries;

(viii) to such counsel's knowledge, there are no contracts,
licenses, agreements, leases or documents of a character which are
required to be filed as exhibits to the Registration Statement or to
be summarized or described in the Prospectus which have not been so
filed, summarized or described;

(ix) to such counsel's knowledge, there are no actions, suits or
proceedings pending or threatened against the Company or any of the
Subsidiaries or any of their respective properties, at law or in
equity or before or by any commission, board, body, authority or
agency which are required to be described in the Prospectus but are
not so described;

(x) the Additional Shares comply with the additional listing
requirements of the New York Stock Exchange and have been approved for
such additional listing with the New York Stock Exchange subject only
to notice of issuance at or prior to the additional time of purchase;
and

(xi) the Company is not an "investment company" within the meaning
of the U.S. Investment Company Act of 1940, as amended, nor is the
Company a holding company or a subsidiary of a holding company under
the U.S. Public Utility Holding Company Act of 1935.

Such counsel shall be entitled to rely on certificates of public
officials, the Selling Stockholders and officers of the Company with
respect to certain factual matters upon which its opinion may be based.

Such counsel may state that the expression "to such counsel's
knowledge" means that after considering the ac-

<PAGE>
-19-

tual knowledge of those attorneys in such counsel's firm who have given
substantive attention to the Company's affairs, such counsel finds no
reason to believe that the opinions expressed therein are factually
incorrect.

In addition, such counsel shall state that such counsel have
participated in conferences with officers and other representatives of the
Company, representatives of the Selling Stockholders, representatives of
the independent public accountants of the Company and representatives of
the Underwriters at which the contents of the Registration Statement and
Prospectus were discussed and, although such counsel is not passing upon
and does not assume responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or
Prospectus (except as and to the extent stated in subparagraph (i) above),
on the basis of the foregoing (relying as to materiality to a large extent
upon the opinions of officers and other representatives of the Company and
the Selling Stockholders) nothing has come to the attention of such counsel
that leads them to believe that the Registration Statement or any amendment
thereto at the time such Registration Statement or amendment became
effective contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading, or that the Prospectus or any
supplement thereto at the date of such Prospectus or such supplement, and
at all times up to and including the time of purchase or additional time of
purchase, as the case may be, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that such
counsel need not express any comment with respect to the financial
statements and schedules and other financial and statistical data found in
or derivable from the financial or internal records of the Company and the
Subsidiaries included in the Registration Statement or Prospectus).

In rendering such opinions, such counsel may rely, as to matters
governed by the laws of jurisdictions other than the United States, upon
the opinions of foreign counsel to the Company and the Subsidiaries, which
counsel shall be reasonably acceptable to the Underwriters.

<PAGE>
-20-

(b) The Selling Stockholders shall furnish to you at the time of
purchase an opinion of their counsel (which may be one or more firms),
addressed to the Underwriters and dated the time of purchase, with
reproduced copies for each of the other Underwriters, and in form and
substance satisfactory to Cahill Gordon & Reindel, counsel for the
Underwriters, stating that:

(i) each of this Agreement, the Custody Agreement and the
Power of Attorney has been duly executed and delivered by or on behalf
of each of the Selling Stockholders;

(ii) each Selling Stockholder has full legal right and power,
and has obtained any authorization or approval required by law (other
than those imposed by the Act and the securities or blue sky laws of
certain jurisdictions), to sell, assign, transfer and deliver the
Shares to be sold by it in the manner provided in this Agreement;

(iii) assuming the Underwriters are purchasers in good faith
without notice of any adverse claim, upon payment for and delivery of
the Firm Shares in accordance with this Agreement, the Underwriters
will acquire all of the rights of the Selling Stockholders in the Firm
Shares and will also acquire their interest in the Firm Shares free of
any adverse claim (within the meaning of Section 8-302 of the Uniform
Commercial Code);

(iv) each Selling Stockholder has duly authorized the execution
and delivery of this Agreement, the Custody Agreement and the Power of
Attorney and any other document necessary or desirable in connection
with the transactions contemplated hereby and the delivery of the Firm
Shares;

(v) each of the Representatives of the Selling Stockholders
has been duly authorized by each Selling Stockholder to execute and
deliver on behalf of each Selling Stockholder this Agreement and any
other document necessary or desirable in connection with the
transactions contemplated hereby and to deliver the Firm Shares to be
sold by the Selling Stockholders and receive payment therefor pursuant
hereto; and

<PAGE>
-21-

(vi) to such counsel's knowledge, the statements in the Prospectus
under the caption "Principal and Selling Stockholders", insofar as
such statements constitute a summary of the matters referred to
therein with respect to the Selling Stockholders, present fairly the
information called for with respect to such matters.

Such counsel may state that the expression "to such counsel's
knowledge" means that after considering the actual knowledge of those
attorneys in such counsel's firm who have given substantive attention to
the Selling Stockholders' affairs, such counsel finds no reason to believe
that the opinions expressed therein are factually incorrect.

(c) The Company shall furnish to you at the time of purchase and at
the additional time of purchase, as the case may be, an opinion of Arias,
Fabrega & Fabrega, Panamanian counsel to the Company, addressed to the
Underwriters, and dated the time of purchase or the additional time of
purchase, as the case may be, with reproduced copies for each of the other
Underwriters and in form satisfactory to Cahill Gordon & Reindel, counsel
for the Underwriters, stating that:

(i) the Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the Republic of
Panama, with full corporate power and authority to own its properties
and conduct its businesses as described in the Registration Statement
and the Prospectus, to execute and deliver this Agreement and to
issue, sell and deliver the Additional Shares as herein contemplated;
and to such counsel's knowledge, no proceeding has been instituted by
any relevant regulatory authority in the Republic of Panama for the
dissolution or termination of the corporate existence of the Company;

(ii) each of the Panama Subsidiaries has been duly incorporated and
is validly existing as a corporation in good standing under the laws
of the Republic of Panama, with full corporate power and authority to
own its respective properties and conduct its respective businesses;
and, to such counsel's knowledge, no proceeding has been instituted by
any relevant regulatory authority in the Republic of Panama for the
dissolution or termination of the corporate existence of any such
Subsidiary;

<PAGE>
-22-

(iii) this Agreement has been duly authorized, executed and
delivered by the Company;

(iv) the Additional Shares, if and when issued and delivered to and
paid for by the Underwriters, will be duly and validly authorized and
issued and will be fully paid and non-assessable;

(v) the Company has an authorized capitalization as set forth in the
Registration Statement and the Prospectus; the outstanding shares of
capital stock of the Company have been duly and validly authorized and
issued, and are fully paid, non-assessable and free from statutory and
contractual preemptive rights; the Additional Shares, when issued,
will be free of statutory and contractual preemptive rights; the
certificates for the Firm Shares or the Additional Shares, as the case
may be, are in due and proper form and the holders of the Firm Shares
or the Additional Shares will not be subject to personal liability by
reason of being such holders;

(vi) to such counsel's knowledge, (A) the businesses of the Company
and the Panama Subsidiaries has been conducted in all material
respects in compliance with all applicable laws, rules and regulations
of the Republic of Panama; and (B) the Company is not in violation of
or conflict with any term or provision of its charter or by-laws or
other governing documents and neither the Company nor any of the
Panama Subsidiaries is in violation of any franchise, license, permit,
judgment, decree, order, statute, rule or regulation of the Republic
of Panama where the consequences of such violation could have a
material adverse effect on the business, financial condition or
results of operations of the Company and the Subsidiaries, taken as a
whole;

(vii) the execution, delivery and performance of this Agreement by
the Company and the consummation of the transactions contemplated
hereby (including, without limitation, the issuance and sale of the
Additional Shares) will not violate the charter or by-laws or other
governing documents of the Company

<PAGE>
-23-

or any applicable law, rule or administrative regulation of or in the
Republic of Panama, or any decree known to such counsel of any court
or governmental agency or governmental authority of or in the Republic
of Panama having jurisdiction over the Company or the Subsidiaries or
any of their properties, except for such violations as would not,
individually or in the aggregate, have a material adverse effect on
the business, financial condition or results of operations of the
Company and the Subsidiaries, taken as a whole;

(viii) no approval, authorization, consent or order of or filing,
registration or qualification with any governmental agency or
authority of or within the Republic of Panama is required in
connection with the execution and delivery by the Company of this
Agreement and the consummation of the transactions contemplated hereby
(including, without limitation, the issuance and sale of the
Additional Shares);

(ix) the statements made in the Registration Statement and the
Prospectus, to the extent they constitute summaries of the terms of
the Company's charter and by-laws (including the terms of the
Company's capital stock) or matters of Panamanian law (including
without limitation the statements contained in the Registration
Statement and the Prospectus under the captions "Certain Income Tax
Considerations" and "Enforceability of Civil Liabilities Under the
Federal Securities Laws"), are fair summaries of such documents and
laws and are accurate in all material respects;

(x) no stamp or other issuance or transfer taxes or duties and no
capital gains, income, withholding or other taxes are payable by or on
behalf of the Underwriters to the Republic of Panama or to any
political subdivision or taxing authority thereof or therein in
connection with the purchase by the Underwriters of the Shares or the
resale thereof as contemplated by the Prospectus; and all dividends
and other distributions paid on or in respect of the Shares to all
persons whether residents or non-residents of the Republic of Panama
will not be subject to Panamanian income, withholding or other taxes;

<PAGE>
-24-

(xi) under the laws of the Republic of Panama, the submission by the
Company to the jurisdiction of any federal or state court sitting in
the County of New York, State of New York, U.S.A., the appointment by
the Company of CT Corporation System as its agent to receive service
of process in the United States and the designation of the law of the
State of New York, U.S.A., to apply to this Agreement are binding upon
the Company and, if properly brought to the attention of the court in
accordance with the laws of the Republic of Panama, would be
enforceable in any judicial proceeding in the Republic of Panama;

(xii) the indemnification and contribution provisions set forth in
Section 11 of this Agreement do not contravene Panamanian law or
public policy;

(xiii) the courts of the Republic of Panama will observe and give
effect to the choice of New York law as the governing law of this
Agreement;

(xiv) the courts of the Republic of Panama should recognize and
enforce a final judgment of a U.S. federal or state court of competent
jurisdiction sitting in the County of New York in respect of any
amount payable by the Company under this Agreement or arising out of
or based upon the offering of Shares contemplated by this Agreement,
provided that such judgment conforms with the requirements of the laws
of the Republic of Panama for the enforcement of foreign judgments,
which require that (A) such judgment be in respect of an action in
--
personam, (B) notice of the action shall have been served personally
---------
on the defendant or its agent within the jurisdiction of the court,
(C) the obligation in respect of which the judgment is given be lawful
in the Republic of Panama, (D) the copy of the judgment to be enforced
in the Republic of Panama shall have been authenticated by a consular
officer of the Republic of Panama, (E) the judgment being enforced not
be contrary to the public policy of the Republic of Panama, and (F)
the court, the enforcement of the judgment of which is being sought,
grant reciprocity to the enforcement of judgments of courts of the
Republic of Panama;

(xv) assuming that the signatures of the parties are authenticated
by a notary public and the notary's signature is acknowledged with the
apostille of the

<PAGE>
-25-

Hague Convention, and assuming that stamp taxes of U.S.$1.00 for each
U.S.$1,000 of the purchase price are paid prior to filing this
Agreement in evidence before a Panama court, and assuming that the
same is translated into the Spanish language by a certified
translator, this Agreement is in proper legal form for enforcement
against the Company in the Republic of Panama and any Underwriter
would be entitled to sue as plaintiff in the courts of the Republic of
Panama for the enforcement of its respective rights against the
Company pursuant to or arising under this Agreement, and such access
will not be subject to any conditions which are not applicable to
Panamanian persons; and

(xvi) neither the Company nor any of its assets is entitled to
immunity from suit, execution, attachment or other legal process in
the Republic of Panama by reason of sovereign immunity or otherwise.

Such counsel may state that the expression "to such counsel's
knowledge" means that after considering the actual knowledge of those
attorneys in such counsel's firm who have given substantive attention to
the Company's affairs, such counsel finds no reason to believe that the
opinions expressed therein are factually incorrect.

(d) the Company shall furnish to you at the time of purchase and at
the additional time of purchase, as the case may be, an opinion of Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C., special United States tax
counsel to the Company, addressed to the Company, which states that such
opinion may be relied upon by the Underwriters, and each dated the time of
purchase or the additional time of purchase, as the case may be, with
reproduced copies for each of the other Underwriters and in form
satisfactory to Cahill Gordon & Reindel, counsel for the Underwriters,
stating that, based on the limitations and qualifications set forth
therein, the Company will not be treated as a controlled foreign
corporation for federal income tax purposes under Section 957 of the Code.

<PAGE>
-26-

(e) the Company shall furnish to you at the time of opinions of other
counsel with respect to each of the Subsidiaries listed on Schedule C
hereto, addressed to the Underwriters, and dated the time of purchase, with
reproduced copies for each of the other Underwriters and in form and
substance satisfactory to Cahill Gordon & Reindel, counsel for the
Underwriters;

(f) You shall have received from KPMG Peat Marwick letters dated,
respectively, the date of this Agreement and the time of purchase and
additional time of purchase, as the case may be, and addressed to the
Underwriters (with reproduced copies for each of the Underwriters) in the
forms heretofore approved by the Managing Underwriters.

(g) You shall have received at the time of purchase and at the
additional time of purchase, as the case may be, the favorable opinion of
Cahill Gordon & Reindel, counsel for the Underwriters, dated the time of
purchase or the additional time of purchase, as the case may be, as to the
matters referred to in subparagraph (iii) of Section 8(a) above.

In addition, such counsel shall state that such counsel have
participated in conferences with officers and other representatives of the
Company, counsel for the Company, representatives of the Selling
Stockholders, counsel for the Selling Stockholders, representatives of the
independent public accountants of the Company and representatives of the
Underwriters at which the contents of the Registration Statement and
Prospectus and related matters were discussed and, although such counsel is
not passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and Prospectus, on the basis of the foregoing (relying as to
materiality to a large extent upon the opinions of officers and other
representatives of the Company and the Selling Stockholders), no facts have
come to the attention of such counsel which lead them to believe that the
Registration Statement or any amendment thereto at the time such
Registration Statement or amendment became effective contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus as of its date or any supplement thereto
as of its date contained an untrue statement of a material fact

<PAGE>

-27-

or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that such
counsel need not express any comment with respect to the financial
statements and schedules and other financial and statistical data found in
or derivable from the financial or internal records of the Company and the
Subsidiaries included in the Registration Statement or Prospectus).

In rendering such opinions, such counsel need not express any opinion
with regard to the application of laws of any jurisdiction other than the
federal law of the United States and the laws of the State of New York.

(h) No amendment or supplement to the Registration Statement or
Prospectus, including documents deemed to be incorporated by reference
therein, shall be filed prior to the time the Registration Statement
becomes effective to which you object in writing.

(i) The Registration Statement shall become effective at or before
5:00 P.M., New York City time on the date of this Agreement, or if Rule
430A under the Act is used, the Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) under the Act (but not later than 5:00
P.M., New York City time, on the second full business day after the date of
this Agreement), unless a later time shall be agreed to by the Company, the
Selling Stockholders and you in writing or by telephone, confirmed in
writing; provided, however, that the Company, the Selling Stockholders and
-------- -------
you and any group of Underwriters, including you, who have agreed hereunder
to purchase in the aggregate at least 50% of the Firm Shares may, from time
to time, agree on a later date.

(j) Prior to the time of purchase or the additional time of purchase,
as the case may be, (i) no stop order with respect to the effectiveness of
the Registration Statement shall have been issued under the Act or
proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the
Registration Statement and all amendments thereto, or modifications
thereof, if any, shall not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and (iii) the Prospectus and
all amendments or supplements thereto, or modifications thereof, if any,
shall not contain an untrue

<PAGE>

-28-

statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they are made, not misleading.

(k) Between the time of execution of this Agreement and the time of
purchase or the additional time of purchase, as the case may be, (i) no
material change, financial or otherwise (other than as referred to in the
Registration Statement and Prospectus), in the business, condition or
prospects of the Company and the Subsidiaries taken as a whole shall occur
or become known and (ii) no transaction which could reasonably be expected
to have a Material Adverse Effect has been entered into by the Company or
any of its Subsidiaries.

(l) The Company shall, at the time of purchase or additional time of
purchase, as the case may be, deliver to you a certificate of two of its
executive officers, reasonably satisfactory to you, to the effect that the
representations and warranties of the Company as set forth in this
Agreement are true and correct as of such date and to the effect that the
conditions set forth in Sections 8(h) and (i) above have been met.

(m) You shall have received signed letters, dated the date of this
Agreement, from each of the officers and directors of the Company, certain
stockholders and each Subsidiary of the Company which has shares of Common
Stock pledged to it by employees or other persons to the effect that such
persons shall not 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 shares of
Common Stock or warrants or other rights to purchase Common Stock except as
permitted hereunder for a period of 90 days after the date of the
Prospectus without the prior written consent of SBC Warburg Dillon Read.

(n) The Company and the Selling Stockholders shall have furnished to
you such other documents and certificates as to the accuracy and
completeness of any statement in the Registration Statement and the
Prospectus as of the time of purchase and the additional time of purchase,
as the case may be, as you may reasonably request.

(o) The Company and the Selling Stockholders shall have performed such
of their respective obligations under

<PAGE>

-29-

this Agreement as are to be performed by the terms hereof at or before the
time of purchase and at or before the additional time of purchase, as the
case may be.

(p) The Additional Shares shall have been approved for additional
listing on the New York Stock Exchange, subject only to notice of issuance
at or prior to the additional time of purchase.

(q) The Selling Stockholders shall, at the time of purchase, deliver
to you a certificate of the Representatives of the Selling Stockholders,
reasonably satisfactory to you, to the effect that the representations and
the warranties of the Selling Stockholders as set forth in this Agreement
have been met and they are true and correct as of such date.

(r) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Shares, and the
Prospectus and all other legal matters relating to this Agreement, the
Shares and the transactions contemplated hereby shall be satisfactory in
all reasonable respects to you.

9. Effective Date of Agreement; Termination. This Agreement shall
----------------------------------------
become effective (i) if Rule 430A under the Act is not used, when you shall have
received notification of the effectiveness of the Registration Statement, or
(ii) if Rule 430A under the Act is used, when the parties hereto have executed
and delivered this Agreement.

The obligations of the several Underwriters hereunder shall be subject
to termination in the absolute discretion of you or any group of Underwriters
(which may include you) which has agreed to purchase in the aggregate at least
50% of the Firm Shares, if, at any time prior to the time of purchase or, with
respect to the purchase of any Additional Shares, the additional time of
purchase, as the case may be, trading in securities on the New York Stock
Exchange shall have been suspended or minimum prices shall have been established
on the New York Stock Exchange, or if a banking moratorium shall have been
declared either by the United States or New York State authorities, or if the
United States shall have declared war in accordance with its constitutional
processes or there shall have occurred any material outbreak or escalation of
hostilities or other national or international calamity or crisis of such
magnitude in its effect on the financial markets of the United States as, in
your judgment or in the judgment of such group of Underwriters, to make it
impracticable to market the Shares.

<PAGE>

-30-

If you or any group of Underwriters elects to terminate this agreement
as provided in this Section 9, the Company, the Representatives of the Selling
Stockholders and each other Underwriter shall be notified promptly by letter or
telegram.

If the sale to the Underwriters of the Shares, as contemplated by this
Agreement, is not carried out by the Underwriters for any reason permitted under
this Agreement or if such sale is not carried out because the Company or the
Selling Stockholders, as the case may be, shall be unable to comply with any of
the terms of this Agreement, the Company or the Selling Stockholders, as the
case may be, shall not be under any obligation or liability under this Agreement
(except to the extent provided in Sections 6(a), 7 and 11 hereof), and the
Underwriters shall be under no obligation or liability to the Company and the
Selling Stockholders under this Agreement (except to the extent provided in
Section 11 hereof) or to one another hereunder.

10. Increase in Underwriters' Commitments. If any Underwriter shall
-------------------------------------
default in its obligation to take up and pay for the Firm Shares to be purchased
by it hereunder and if the number of Firm Shares which all Underwriters so
defaulting shall have agreed but failed to take up and pay for does not exceed
10% of the total number of Firm Shares, the non-defaulting Underwriters shall
take up and pay for (in addition to the aggregate amount of Firm Shares they are
obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares
agreed to be purchased by all such defaulting Underwriters, as hereinafter
provided. Such Shares shall be taken up and paid for by such non-defaulting
Underwriter or Underwriters in such amount or amounts as you may designate with
the consent of each Underwriter so designated or, in the event no such
designation is made, such Shares shall be taken up and paid for by all non-
defaulting Underwriters pro rata in proportion to the aggregate number of Firm
Shares set opposite the names of such non-defaulting Underwriters in Schedule A.

Without relieving any defaulting Underwriter from its obligations
hereunder, the Selling Stockholders agree with the non-defaulting Underwriters
that they will not sell any Firm Shares hereunder unless all of the Firm Shares
are purchased by the Underwriters (or by substituted Underwriters selected by
you with the approval of the Company and the Selling Stockholders or selected by
the Company and the Selling Stockholders with your approval).

<PAGE>

-31-

If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the right
to postpone the time of purchase for a period not exceeding five business days
in order that any necessary changes in the Registration Statement and Prospectus
and other documents may be effected.

The term Underwriter as used in this agreement shall refer to and
include any Underwriter substituted under this Section 10 with like effect as if
such substituted Underwriter had originally been named in Schedule A.

11. Indemnity by the Company, the Selling Stockholders and the
----------------------------------------------------------
Underwriters. (a) The Company and the Selling Stockholders jointly and
- ------------
severally agree to indemnify, defend and hold harmless each Underwriter and any
person who controls any Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, from and against any loss, expense, liability
or claim (including the reasonable cost of investigation) which, jointly or
severally, any such Underwriter or any such controlling person may incur under
the Act, the Exchange Act or otherwise insofar as such loss, expense, liability
or claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or in the
Registration Statement as amended by any post-effective amendment thereof by the
Company) or in a Prospectus (the term Prospectus for the purpose of this
Section 11 being deemed to include any Preliminary Prospectus, the Prospectus
and the Prospectus as amended or supplemented by the Company), or arises out of
or is based upon any omission or alleged omission to state a material fact
required to be stated in either such Registration Statement or Prospectus or
necessary to make the statements made therein not misleading, except insofar as
any such loss, expense, liability or claim arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in and
in conformity with information furnished in writing by any Underwriter through
you to the Company expressly for use with reference to such Underwriter in such
Registration Statement or such Prospectus or arises out of or is based upon any
omission or alleged omission to state a material fact in connection with such
information required to be stated in either such Registration Statement or
Prospectus or necessary to make such information not misleading; provided,
--------
however, that the indemnity
- -------

<PAGE>

-32-

agreement contained in this Section 11(a) with respect to any Preliminary
Prospectus or amended Preliminary Prospectus shall not inure to the benefit of
any Underwriter (or to the benefit of any person controlling such Underwriter)
from whom the person asserting any such loss, expense, liability or claim
purchased the Shares which are the subject thereof if the Prospectus corrected
any such alleged untrue statement or omission and if such Underwriter failed to
send or give a copy of the Prospectus to such person at or prior to the written
confirmation of the sale of such Shares to such person; provided, further,
-------- -------
that no Selling Stockholder shall be responsible, either pursuant to this
indemnity or as a result of any breach of this Agreement, for losses, expenses,
liability or claims arising out of or based upon such untrue statement or
omission or allegation thereof based upon information furnished by any party
other than such Selling Stockholder and, in any event, no Selling Stockholder
shall be responsible, either pursuant to this indemnity or as a result of any
breach of this Agreement, for losses, expenses, liability or claims for an
amount in excess of the proceeds to be received by such Selling Stockholder
(before deducting expenses) from the sale of Firm
Shares hereunder.

The Company and the Selling Stockholders, jointly and severally, also
agree to indemnify and hold harmless the QIU and such person, if any, who
controls the QIU within the meaning of either Section 15 of the Act or Section
20 of the Exchange Act, from and against any and all losses, claims, damages,
liabilities and judgments incurred as a result of the QIU's participation as a
"qualified independent underwriter" within the meaning of Rule 2720(b)(15) of
the NASD Conduct Rules; provided, however, that the indemnity agreement
-------- -------
contained in this Section 11(a) with respect to any Preliminary Prospectus or
amended Preliminary Prospectus shall not inure to the benefit of the QIU (or to
the benefit of any person controlling the QIU) from whom the person asserting
any such loss, expense, liability or claim purchased the Shares which are the
subject thereof if the Prospectus corrected any such alleged untrue statement or
omission and if the QIU failed to send or give a copy of the Prospectus to such
person at or prior to the written confirmation of the sale of such Shares to
such person; provided, further, that no Selling Stockholder shall be
-------- -------
responsible, either pursuant to this indemnity or as a result of any breach of
this Agreement, for losses, expenses, liability or claims arising out of or
based upon such untrue statement or omission or allegation thereof based upon
information furnished by any party other than such Selling Stockholder and, in
any event, no Selling Stockholder shall be responsible, either pursuant

<PAGE>

-33-

to this indemnity or as a result of any breach of this Agreement, for losses,
expenses, liability or claims for an amount in excess of the proceeds to be
received by such Selling Stockholder (before deducting expenses) from the sale
of Firm Shares hereunder.

If any action is brought against an Underwriter or controlling person
in respect of which indemnity may be sought against the Company or any Selling
Stockholder pursuant to the foregoing paragraphs, such Underwriter shall
promptly notify the Company and such Selling Stockholder in writing of the
institution of such action and the Company or such Selling Stockholder, as the
case may be, shall assume the defense of such action, including the employment
of counsel and payment of expenses. Such Underwriter or such controlling person
shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of such
Underwriter or of such controlling person unless the employment of such counsel
shall have been authorized in writing by the Company or such Selling Stockholder
in connection with the defense of such action or the Company or such Selling
Stockholder shall not have employed counsel to have charge of the defense of
such action or such indemnified party or parties shall have reasonably concluded
that there may be defenses available to it or them which are different from or
additional to those available to the Company or such Selling Stockholder (in
which case the Company or such Selling Stockholder shall not have the right to
direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
Company or such Selling Stockholder, as the case may be, and paid as incurred
(it being understood, however, that the Company or such Selling Stockholder
shall not be liable for the expenses of more than one separate counsel in any
one action or series of related actions in the same jurisdiction representing
the indemnified parties who are parties to such action); provided, that if
--------
indemnity is sought pursuant to the second paragraph of this Section 11(a),
then, in addition to such counsel for the indemnified parties, the indemnifying
party shall be liable for the reasonable fees and expenses of not more than one
separate counsel (in addition to any necessary local counsel) for the QIU in its
capacity as a "qualified independent underwriter" and all persons, if any, who
control the QIU within the meaning of Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934 if, in the reasonable judgment of the QIU there
may exist a conflict of interest between the QIU and the other indemnified
parties. In the case of any such separate counsel for the QIU and such control
persons of

<PAGE>

-34-

the QIU, such counsel shall be designated in writing by the QIU. Anything in
this paragraph (a) to the contrary notwithstanding, neither the Company nor any
Selling Stockholder shall be liable for any settlement of any such claim or
action effected without its written consent (unless the Company and such Selling
Stockholder shall be in breach of their obligation to pay fees and expenses
pursuant to this Agreement, in which case the provisions of this paragraph (a)
shall apply without regard to this sentence).

(b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Company, its directors and officers, each Selling Stockholder and
any person who controls the Company or any Selling Stockholder within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act from and
against any loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, the Company, any Selling Stockholder
or any such person may incur under the Act or otherwise, insofar as such loss,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity
with information furnished in writing by or on behalf of such Underwriter
through you to the Company expressly for use with reference to such Underwriter
in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company) or in a Prospectus, or
arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated either
in such Registration Statement or Prospectus or necessary to make such
information not misleading.

If any action is brought against the Company, any Selling Stockholder
or any such person in respect of which indemnity may be sought against any
Underwriter pursuant to the foregoing paragraph, the Company, such Selling
Stockholder or such person shall promptly notify such Underwriter in writing of
the institution of such action and such Underwriter shall assume the defense of
such action, including the employment of counsel and payment of expenses. The
Company, such Selling Stockholder or such person shall have the right to employ
its own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of the Company, such Selling Stockholder or such person
unless the employment of such counsel shall have been authorized in writing by
such Underwriter in connection with the defense of such action or such
Underwriter shall not have employed counsel to have charge of the defense of
such action or such indemnified party or parties

<PAGE>

-35-

shall have reasonably concluded that there may be defenses available to it or
them which are different from or additional to those available to such
Underwriter (in which case such Underwriter shall not have the right to direct
the defense of such action on behalf of the indemnified party or parties), in
any of which events such fees and expenses shall be borne by such Underwriter
and paid as incurred (it being understood, however, that such Underwriter shall
not be liable for the expenses of more than one separate counsel in any one
action or series of related actions in the same jurisdiction representing the
indemnified parties who are parties to such action). Anything in this paragraph
(b) to the contrary notwithstanding, no Underwriter shall be liable for any
settlement of any such claim or action effected without the written consent of
such Underwriter.

(c) If the indemnification provided for in this Section 11 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 11 in respect of any losses, expenses, liabilities or claims referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, expenses, liabilities or claims
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Selling Stockholders on the one hand and the
Underwriters on the other hand from the offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Stockholders on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
expenses, liabilities or claims, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Stockholders on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Stockholders bear to the total underwriting
discounts and commissions received by the Underwriters. The Company and the
Underwriters agree that Merrill Lynch will not receive any additional benefits
hereunder for serving as QIU in connection with the offering and sale of the
Shares. The relative fault of the Company and the Selling Stockholders on the
one hand and of the Underwriters on the other shall be determined by reference
to, among other things, whether the untrue statement or

<PAGE>

-36-

alleged untrue statement of a material fact or omission or alleged omission
relates to information supplied by the Company, by the Selling Stockholders or
by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, expenses,
liabilities and claims referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any claim or action.

(d) The Company, the Selling Stockholders and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section
11 were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in subsection (c)
above. Notwithstanding the provisions of this Section 11, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by such Underwriter and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue
statements or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 11 are several in proportion to their
respective underwriting commitments and not joint.

(e) The indemnity and contribution agreements contained in this
Section 11 and the covenants, warranties and representations of the Company and
the Selling Stockholders contained in this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of any
Underwriter, or any person who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of
the Company, its directors and officers, the Selling Stockholders or any person
who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, and shall survive any termination of this
Agreement or the issuance and delivery of the Shares. The Company, each Selling
Stockholder and each Underwriter agree promptly to notify the others of the
commencement of any litigation or proceeding against it and, in the case of the
Company, against any of the Company's officers and directors in connection with
the issuance and sale of the Shares, or in connection with the Registration
Statement or Prospectus.

<PAGE>

-37-

(f) The Company acknowledges for all purposes under this Agreement
(including, without limitation, this Section 11) that the statements set forth
in (i) the first sentence of the last paragraph of text on the cover page of the
Prospectus concerning the terms of the offering by the Underwriters, (ii) the
last paragraph on page 2 of the Prospectus concerning stabilization and
overallotment by the Underwriters, (iii) the fourth paragraph of text under the
caption "Underwriting" in the Prospectus concerning the terms of the offering by
the Underwriters, and (iv) the last paragraph of text under the caption
"Underwriting" in the Prospectus concerning confirmation of sales to accounts
over which the Underwriters exercise discretionary authority, constitute the
only written information furnished to the Company by or on behalf of the
Underwriters through you or your counsel expressly for use in the Registration
Statement, any Preliminary Prospectus, or the Prospectus (or any amendment or
supplement to any of them) and that no Underwriter shall be deemed to have
provided any information (and therefore are not responsible for any statements
or omissions) pertaining to the any agreement or arrangement with respect to any
party other than such Underwriter.

12. Notices. Except as otherwise herein provided, all statements,
-------
requests, notices and agreements shall be in writing or by telegram and, (a) if
to the Underwriters, shall be sufficient in all respects if delivered or sent to
SBC Warburg Dillon Read Inc., 535 Madison Avenue, New York, New York 10022,
U.S.A., Attention: Syndicate Department; (b) if to the Company, shall be
sufficient in all respects if delivered or sent to the Company at the offices of
the Company at Willbros Group, Inc., Dresdner Bank Building, 50th Street, 8th
Floor, P.O. Box 850048, Panama 5, Republic of Panama, with a copy to Willbros
USA, Inc., 2431 East 61st Street, Suite 700, Tulsa, Oklahoma 74136, U.S.A.,
Attention: President; and (c) if to the Selling Stockholders, shall be
sufficient in all respects if delivered or sent to [________], Attention:
[______].

13. Agent for Service. The Company hereby irrevocably (i) designates
-----------------
and appoints CT Corporation System at 1633 Broadway, New York, New York 10019,
U.S.A., as its authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to this Agreement that may be instituted
in any federal or state court in the State of New York or brought under federal
or state securities laws;

<PAGE>

-38-

(ii) submits to the jurisdiction of any such court in any such suit or
proceeding, and (iii) irrevocably agrees that service of process upon
CT Corporation System and written notice of said service to the Company, shall
be deemed in every respect effective service of process upon the Company in any
such suit or proceeding. The Company agrees to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
Corporation Trust System in full force and effect; provided, however, that the
-------- -------
Company may, by written notice to the Managing Underwriters, designate such
additional or alternative agent for service of process that (i) maintains an
office located in the Borough of Manhattan, City of New York in the State of New
York, U.S.A., and (ii) is either (x) counsel for the Company or (y) a corporate
service company which acts as agent for service of process for other persons in
the ordinary course of its business. Such written notice shall identify the
name of such agent for process and the address of the office of such agent for
process in the Borough of Manhattan, City of New York, State of New York, U.S.A.

14. Construction. This Agreement shall be governed by, and construed
-------------
in accordance with, the laws of the State of New York, U.S.A. The Section
headings in this Agreement have been inserted as a matter of convenience of
reference and are not a part of this Agreement.

15. Parties at Interest. The agreement herein set forth has been and
-------------------
is made solely for the benefit of the Underwriters, the Company, the Selling
Stockholders and the controlling persons, directors and officers referred to in
Section 11 hereof, and their respective successors, assigns, executors and
administrators. No other person, partnership, association or corporation
(including a purchaser, as such purchaser, from any of the Underwriters) shall
acquire or have any right under or by virtue of this Agreement.

16. Counterparts. This Agreement may be signed by the parties in
------------
counterparts which together shall constitute one and the same agreement among
the parties.

17. No Offers in Panama. The Shares have not been and will not be
-------------------
registered with the National Securities Commission of the Republic of Panama in
accordance with the applicable provisions of Cabinet Decree No. 247 of 1970.
Accordingly, the Underwriters will not offer, sell or deliver any of the Shares
in the Republic of Panama.

<PAGE>

If the foregoing correctly sets forth the understanding among the
Company, the Selling Stockholders and the Underwriters, please so indicate in
the space provided below for such purpose, whereupon this letter and your
acceptance shall constitute a binding agreement among the Company, the Selling
Stockholders and the Underwriters, severally.

Very truly yours,

WILLBROS GROUP, INC.

By:
---------------------------------------
Name:
Title:

THE SELLING STOCKHOLDERS
NAMED IN SCHEDULE B
ATTACHED HERETO

By:
---------------------------------------
Name:
Title: Attorney-in-Fact

Accepted and agreed to as of
the date first above written,
on behalf of themselves and
the other several Underwriters
named in Schedule A

SBC WARBURG DILLON READ INC.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
JENSEN SECURITIES CO.

By: SBC WARBURG DILLON READ INC.

By:
----------------------------
Name:
Title:

<PAGE>

[FORM OF NOTARIZATION]

STATE OF NEW YORK )
:
COUNTY OF NEW YORK )

BEFORE ME, a Notary Public in and for New York County, New York, on
this day personally appeared [______], known to me to be the person and officer
whose name is subscribed to the foregoing Underwriting Agreement and
acknowledged to me that the same was the act of [______], a [_______], and that
such person executed the same for the purposes and consideration therein
expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND and the seal of my office at in New York County,
New York, this the [____] day of [______] 1997.

Notary Public in and for The
State of New York

My commission expires: ________________

<PAGE>

<TABLE>
<CAPTION>
SCHEDULE A

<S> <C>

Number of
Underwriter Firm Shares
- ----------- -----------

SBC Warburg Dillon Read Inc. .............
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ............................
Jensen Securities Co. ....................
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SCHEDULE B

SELLING STOCKHOLDERS
Number of
Name Firm Shares
- ---- -----------
<S> <C>
Yorktown Energy Partners, L.P. 3,324,120
Concord Partners II, L.P. 451,600
Concord Partners Japan Limited 96,240
Lexington Partners IV, L.P. 4,950
Brown University Third Century Fund 20,000
SBC Warburg Dillon Read Inc., as Agent 40,699
---------
Total 3,937,609

</TABLE>

<PAGE>

SCHEDULE C

Constructora CAMSA, C.A.
The Oman Construction Company, LLC
Willbros (Nigeria) Limited

<PAGE>

EXHIBIT 5

[LETTERHEAD OF ARIAS, FABREGA & FABREGA APPEARS HERE]

September 2, 1997

Willbros Group, Inc.
Dresdner Bank Building
50th Street, 8th Floor
Panama 5, Republic of Panama

Re: Willbros Group, Inc. - Registration Statement
on Form S-3 (the "Registration Statement")

Gentlemen:

We have acted as Panamanian counsel for Willbros Group, Inc., a Republic of
Panama corporation (the "Company"), in connection with the proposed public
offering of an aggregate of up to four million five hundred and twenty eight
thousand two hundred and fifty (4,528,250) shares of the Company's Common Stock,
par value $.05 per share (the "Shares"), of which up to (i) three million nine
hundred and thirty seven thousand six hundred and nine (3,937,609) shares will
be sold by certain stockholders of the Company (the "Selling Stockholders"), and
(ii) five hundred and ninety thousand six hundred and forty one (590,641) shares
will be sold by the Company subject to an over-allotment option granted by the
Company to the underwriters offering the Shares. As described in the
Registration Statement, the Company and the Selling Stockholders are selling the
Shares pursuant to an Underwriting Agreement (the "Underwriting Agreement") to
be entered into among the Company, the Selling Stockholders and SBC Warburg
Dillon Read Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jensen
Securities Co., as the managing underwriters.

In reaching the conclusions expressed in this opinion, we have (a) examined
such certificates of public officials and of corporate officers and directors
and such other documents and matters as we have deemed necessary

<PAGE>

ARIAS, FABREGA & FABREGA

Willbros Group, Inc.
Page 2
September 2, 1997

or appropriate, (b) relied upon the accuracy of facts and information set forth
in all such documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals, from which all such copies were made.

Based on the foregoing, we are of the opinion that:

1. The Shares to be sold by the Selling Stockholders have been duly
authorized and are validly issued, fully paid and non-assessable shares of
Common Stock of the Company.

2. The Shares to be sold by the Company have been duly authorized and,
when issued, delivered and paid for in accordance with the terms and conditions
of the Underwriting Agreement, will be validly issued, fully paid and non-
assessable shares of Common Stock of the Company.

We are licensed to practice in the Republic of Panama and we express no
opinion as to the laws of any jurisdiction other than the Republic of Panama.

We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus covering the Shares constituting a part thereof under the captions
"Certain Income Tax Considerations", "Legal Matters", "Enforceability of Civil
Liabilities Under the Federal Securities Laws" and "Item 15 - Indemnification of
Directors and Officers".

Very truly yours,

ARIAS, FABREGA & FABREGA

/s/ L.W. Watson, III

L.W. Watson III

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

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

We consent to the use of our reports incorporated by reference or 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
September 2, 1997

<PAGE>

EXHIBIT 23.3

CONSENT OF CONNER & WINTERS, A PROFESSIONAL CORPORATION

We hereby consent to all references to our firm in the Prospectus forming a
part of this Registration Statement.

Conner & Winters,
A Professional Corporation

September 2, 1997