SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 1)


                              Willbros Group, Inc.
--------------------------------------------------------------------------------
                               (Name of Issuer)


                         Common Stock, $.05 Par Value
--------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                   969199108
--------------------------------------------------------------------------------
                                (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [x]  Rule 13d-1(b)

          [x]  Rule 13d-1(c)

          [ ]  Rule 13d-1(d)


CUSIP No. 969199108

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

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Dawson Herman Capital Management Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [x]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Connecticut

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     517,900

6.   SHARED VOTING POWER

     785,600

7.   SOLE DISPOSITIVE POWER

     517,900

8.   SHARED DISPOSITIVE POWER

     785,600

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,303,500

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.33%

12.  TYPE OF REPORTING PERSON

     IA, CO


CUSIP No. 969199108
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Southport Millennium Master Fund, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     785,600

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     785,600

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     785,600

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     2.00%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO


CUSIP No. 969199108

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

Item 1(a).  Name of Issuer:

            Willbros Group, Inc.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            Plaza 2000 Building
            50th Street, 8th Floor
            P.O. Box 0816-01098
            Panama, Republic of Panama
            --------------------------------------------------------------------


Item 2(a).  Name of Persons Filing:

            Dawson Herman Capital Management Inc.
            Southport Millennium Master Fund, Ltd.
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Dawson Herman Capital Management Inc.
            354 Pequot Avenue
            Southport, CT 06890

            Southport Millennium Master Fund, Ltd.
            c/o Citi Hedge  Fund Services (Cayman),  Ltd.
            P.O. Box 1748
            Cayman Corporate Centre
            27 Hospital Road
            George Town
            Grand Cayman KY1-1109
            Cayman Islands
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Dawson Herman Capital Management Inc. - Connecticut
            Southport Millennium Master Fund, Ltd. - Cayman Islands
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock, $.05 Par Value
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            969199108
            --------------------------------------------------------------------


Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [X]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [X]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Dawson Herman Capital Management Inc.  1,303,500
          Southport Millennium Master Fund, Ltd.  785,600
--------------------------------------------------------------------

     (b)  Percent of class:

          Dawson Herman Capital Management Inc.  3.33%
          Southport Millennium Master Fund, Ltd. 2.00%
--------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote:
                Dawson Herman Capital Management Inc. 517,900
                Southport Millennium Master Fund, Ltd. 0


          (ii)  Shared power to vote or to direct the vote:
                Dawson Herman Capital Management Inc. 785,600
                Southport Millennium Master Fund, Ltd. 785,600

          (iii) Sole power to dispose or to direct the
                disposition of:
                Dawson Herman Capital Management Inc. 517,900
                Southport Millennium Master Fund, Ltd. 0

          (iv)  Shared power to dispose or to direct the
                disposition of
                Dawson Herman Capital Management Inc. 785,600
                Southport Millennium Master Fund, Ltd. 785,600

Item 5.  Ownership of Five Percent or Less of a Class.

          If this statement is being filed to report the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more than five percent of the class of securities check the
          following [x].
         --------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

         N/A
         --------------------------------------------------------------------

Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

         N/A
         --------------------------------------------------------------------

Item 8.  Identification  and  Classification  of Members of the Group.

         N/A
         --------------------------------------------------------------------

Item 9.  Notice of Dissolution of Group.

         N/A
         --------------------------------------------------------------------



Item 10.  Certifications.

     By signing below, the reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


DAWSON HERMAN CAPITAL MANAGEMENT INC.*


/s/ Thomas S. Galvin
-------------------
By: Thomas S. Galvin
Title:  Chief Financial Officer


Date:  January 9, 2009




*The Reporting Person disclaims beneficial ownership in the common stock
reported herein except to the extent of their pecuniary interest therein.



Item 10.  Certifications.

     By signing below, the reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


SOUTHPORT MILLENNIUM MASTER FUND, LTD.*


/s/ James M. Thorburn
-------------------
By: James M. Thorburn
Title:  Director


Date:  January 9, 2009




*The Reporting Person disclaims beneficial ownership in the common stock
reported herein except to the extent of their pecuniary interest therein.



                                                                   EXHIBIT A

                                    AGREEMENT

The undersigned agree that this Schedule 13G dated January 9, 2009 relating to
the Common Stock, $.05 Par Value of Willbros Group, Inc. shall be filed on
behalf of the undersigned.


DAWSON HERMAN CAPITAL MANAGEMENT INC.


/s/ Thomas S. Galvin
-------------------
By: Thomas S. Galvin
Title:  Chief Financial Officer



SOUTHPORT MILLENNIUM MASTER FUND, LTD.


/s/ James M. Thorburn
-------------------
By: James M. Thorburn
Title:  Director


Date:  January 9, 2009



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