Edgar Filing: WILLBROS GROUP INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2002.

REGISTRATION NO. 333-83150
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4

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

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PLAZA 2000 BUILDING
50TH STREET, 8TH FLOOR
APARTADO 6307
PANAMA 5, REPUBLIC OF PANAMA
(50-7) 213-0947
(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.
C/O WILLBROS USA, INC.
4400 POST OAK PARKWAY
SUITE 1000
HOUSTON, TEXAS 77027
(713) 403-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------------

WITH COPIES TO:

ROBERT A. CURRY, ESQ. JAMES M. PRINCE, ESQ.
ROBERT J. MELGAARD, ESQ. T. MARK KELLY, ESQ.
CONNER & WINTERS, P.C. VINSON & ELKINS L.L.P.
3700 FIRST PLACE TOWER 2300 FIRST CITY TOWER
15 EAST FIFTH STREET 1001 FANNIN
TULSA, OKLAHOMA 74103-4344 HOUSTON, TEXAS 77002-6760
(918) 586-5711 (713) 758-2222
(918) 586-8548 (FACSIMILE) (713) 615-5962 (FACSIMILE)

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable 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,
other than securities offered only in connection with dividend or interest
reinvestment plans, please 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

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

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED MAY 8, 2002

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

4,000,000 SHARES

(WILLBROS GROUP, INC. LOGO)

WILLBROS GROUP, INC.

COMMON STOCK
$ PER SHARE

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Willbros Group, Inc. is offering 3,200,000 shares and the selling stockholders
identified in this prospectus are offering 800,000 shares.

The common stock is listed on the New York Stock Exchange under the symbol "WG."
On May 7, 2002, the last reported sale price of the common stock on the New York
Stock Exchange Composite Tape was $18.25 per share.

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 10.

PER SHARE TOTAL
--------- -----

Price to the public......................................... $ $
Underwriting discount.......................................
Proceeds to Willbros Group, Inc. ...........................
Proceeds to the selling stockholders........................

We and some of the selling stockholders have granted an over-allotment option to
the underwriters. Under this option, the underwriters may elect to purchase a
maximum of 600,000 additional shares (415,000 from us and 185,000 from some of
the selling stockholders) within 30 days following the date of this prospectus
to cover over-allotments.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

CIBC WORLD MARKETS CREDIT LYONNAIS SECURITIES (USA) INC.

D. A. DAVIDSON & CO.
FROST SECURITIES, INC.
MORGAN KEEGAN & COMPANY, INC.

The date of this prospectus is , 2002.

LOGO

[Inside Front Cover]

CONSTRUCTION SERVICES

[Picture of crews lowering in pipe in [Picture of "Willbros 318" Combination
Cameroon] Derrick/Lay Barge]

ENGINEERING SERVICES

[Picture of Samalayuca Gas
Pipeline Texas-Mexico]

SPECIALTY SERVICES

[Picture of rig moves in [Picture of dredging in
Oman] Nigeria]

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.......................................... 3
Risk Factors................................................ 10
Forward-Looking Statements.................................. 16
Use of Proceeds............................................. 17
Capitalization.............................................. 18
Price Range of Common Stock and Dividend Policy............. 19
Selected Consolidated Financial and Other Data.............. 20
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 22
Business.................................................... 31
Management.................................................. 42
Principal and Selling Stockholders.......................... 45
Description of Capital Stock................................ 47
Material United States Federal and Panamanian Income Tax
Consequences.............................................. 51
Underwriting................................................ 56
Notice to Canadian Residents................................ 59
Legal Matters............................................... 60
Experts..................................................... 60
Enforceability of Civil Liabilities Under the Federal
Securities Laws........................................... 60
Where You Can Find More Information......................... 61
Index to Consolidated Financial Statements.................. F-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

PROSPECTUS SUMMARY

This summary highlights information contained in other parts of this prospectus.
You should read the entire prospectus and the documents to which we have
referred you carefully. Unless the context otherwise requires, all references in
this prospectus to "Willbros," "we," "us" and "our" refer to Willbros Group,
Inc., its consolidated subsidiaries and their predecessors.

ABOUT US

We are one of the leading independent contractors providing construction,
engineering and specialty services to the oil, gas and power industries and
government entities worldwide. We place particular emphasis on projects in
countries where we believe our experience gives us a competitive advantage,
including several developing countries. Our construction services include the
building and replacement of major pipelines and gathering systems, flow, pump
and gas compressor stations, gas processing facilities, oil and gas production
facilities and related infrastructure. Our engineering services include
feasibility studies, conceptual and detailed design, field services, material
procurement and overall project management. Our specialty services include
oilfield transportation services, dredging, maintenance, specialty fabrication
and facility operations.

For the years ended December 31, 1999, 2000 and 2001, we had revenues of $176.6
million, $314.3 million and $390.1 million, respectively, and earnings before
interest, taxes, depreciation and amortization, or EBITDA, of $4.0 million,
$13.9 million and $51.1 million, respectively. Our backlog at December 31, 2001
was a record $407.6 million, as compared to the previous year-end record backlog
amount of $373.9 million at December 31, 2000, and $253.1 million at December
31, 1999.

We provide our services utilizing a large fleet of company-owned and leased
equipment that includes marine vessels, barges, dredges, pipelaying equipment,
heavy construction equipment, transportation equipment and camp equipment. Our
equipment fleet is supported by an extensive inventory of spare parts and tools,
which we strategically locate and maintain throughout the world to maximize
availability and minimize cost. At December 31, 2001, the net book value of our
property, plant, equipment and spare parts was $74.3 million.

We trace our roots to the construction business of Williams Brothers Company
founded in 1908. Through successors to that business, we have completed many
landmark projects and have been employed by more than 400 clients to carry out
work in 55 countries. Within the past 10 years, we have worked in Africa, Asia,
Australia, the Middle East, North America and South America. We have
historically had a steady base of operations in Nigeria, Oman, the United States
and Venezuela, which has been enhanced by major projects in Australia, Bolivia,
Cameroon, Chad, Egypt, Gabon, Indonesia, Ivory Coast, Kuwait and Pakistan. Our
backlog at December 31, 2001, was primarily derived from projects in Africa
(50.2%) and North America (42.2%). Our clients are some of the world's leading
energy companies, including Royal Dutch Shell, ExxonMobil and Duke Energy.

CURRENT MARKET CONDITIONS

We believe several factors influencing the global energy market have led to and
will continue to result in increased activity across our primary lines of
business. Although the global recession has dampened industrial demand for
energy, which has affected short-term energy prices and resulted in a
re-evaluation of future projects both in the primary pipeline sector and the
power generation sector, we are not experiencing any significant slowdown in the
regions in which we compete. Further, we have a high level of confidence in the
work under contract for all of 2002 and into 2003. The factors leading to higher
levels of energy-related capital expenditures include the following:

-- rising global energy demand and the need for larger oil and gas
transportation infrastructures resulting from economic growth in
developing countries;

-- some state-controlled oil and gas companies seeking foreign investment;

-- the increasing role of natural gas as a fuel for power generation and
other uses in producing countries;

-- initiatives to reduce natural gas flaring;

-- efforts to bring stranded natural gas reserves to market; and

-- the aging of energy infrastructure.

Industry reports indicate that planned worldwide pipeline construction will
increase significantly over the next several years. These industry forecasts
indicate in excess of $24.8 billion to be spent worldwide in 2002 on pipeline
construction and related infrastructure, as compared to approximately $16.9
billion of planned expenditures for 2001. Of this amount, we estimate that
approximately $1.5 billion in business opportunities will meet our bidding
criteria over the next 12 months. We expect to aggressively pursue these
opportunities.

We currently have a number of significant bids outstanding with respect to
potential contract awards in Bolivia, Cameroon, Canada, Ecuador, Nigeria, Oman,
Saudi Arabia, the United States and Venezuela. We are currently preparing bids
with respect to potential contract awards in Nigeria, Oman, Saudi Arabia, the
United States and Venezuela. Finally, we expect 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 2002.

BUSINESS STRATEGY

We seek to maximize stockholder value through our business strategy. The core
elements of our business strategy are to:

-- Focus on Areas of Our Geographical Expertise. We plan to concentrate our
bidding efforts in areas where we can be most competitive and obtain the
highest profit margins. Our objective is to maintain and enhance our
presence in regions where we have developed a strong base of experience
and operations, such as West Africa, North America, South America and the
Middle East, by capitalizing on our local experience, established
contacts with local customers and suppliers and familiarity with the
local business environment.

-- Pursue EPC Contracts. We will continue to pursue engineering, procurement
and construction (EPC) contracts because they can often yield higher
profit margins on the engineering and construction components of the
contract compared to stand alone contracts for similar services. In
performing EPC contracts we are engaged in numerous aspects of a project.
We are therefore able to efficiently determine the design, permitting,
procurement and construction sequence for a project in connection with
making engineering decisions. Accordingly, this contract structure allows
us to deploy our resources more efficiently and capture those
efficiencies in the form of improved margins on the engineering and
construction components of these projects. We intend to capitalize on
being one of the few pipeline construction companies worldwide with the
ability to provide a full range of EPC services in order to position
ourselves to capture more of this business.

-- Continue Growth Through Strategic Alliances and Acquisitions. We seek to
establish strategic alliances with companies whose resources, skills and
strategies are complementary to ours and are likely to enhance our
business opportunities, including the formation of joint ventures and
consortia to achieve competitive advantages and share risks. Such
alliances have already been established in a number of countries, and we
currently have alliances to pursue or perform work in Bolivia, Cameroon,
Chad, the Dominican Republic, Ecuador, Saudi Arabia, the United States
and Venezuela. In order to enhance our competitive position and/or
maximize project returns, we may decide to make an equity investment in a
project. Additionally, we seek to identify, evaluate and acquire
companies that offer growth opportunities and that complement our
resources and capabilities.

-- Focus on Superior Project Execution. We will continue to focus on
performance and project execution in order to maximize customer
satisfaction and the profit potential on each contract awarded. By doing
so, we also enhance our potential for repeat business and/or add-on
engineering or specialty service contracts.

-- Maintain our Commitment to Safety and Quality. We will continue to
emphasize our safety and quality program to meet the specific
requirements of our customers through continuous improvement of all our
business processes, while at the same time improving competitiveness and
profitability. In recent years, ISO 9000, an internationally recognized
verification system for quality management, has been made a criterion for
prequalification of contractors by various clients and potential clients.
Several of our key operating subsidiaries have ISO 9000 certification,
and we periodically evaluate the costs and benefits of obtaining
certification for additional operating subsidiaries.

-- Conservative Financial Management. We continue to emphasize the
maintenance of a strong balance sheet to maximize flexibility and
liquidity for the development and growth of our business. We employ a
disciplined approach to controlling costs at both project and
administrative levels. In obtaining projects, we seek contracts that are
likely to result in recurring revenue in order to partially mitigate the
cyclical nature of our construction and engineering businesses.
Additionally, we act to minimize our exposure to currency fluctuations
through the use of U.S. dollar-denominated contracts whenever possible.

COMPETITIVE STRENGTHS

We believe our principal strengths include the following:

-- Significant Global Experience. We have a long history of successfully
completing complex and difficult projects in remote areas and in
challenging terrain and climates. This experience enables us to complete
large-scale pipeline projects in most regions of the world on time and
within budget. In addition, we believe that we are one of the few
companies among our competitors able to carry out large EPC projects in
developing countries without subcontracting major elements of the work.

-- Strategic Relationships/Alliances. In many of the geographic areas where
we operate, we maintain alliances which allow us to significantly improve
our competitive position and reduce our operating risks.

-- Experienced Multinational Workforce. We employ directly, or through our
joint ventures, a multinational workforce of approximately 3,790 persons,
of which over 81% are citizens of the respective countries in which they
work. This experienced multinational workforce allows us to mobilize
rapidly for a project and to access appropriately qualified personnel in
a cost efficient manner.

-- Long Operating History and Relationships with Clients. We have a long
history of operations in our strategic geographic areas of Africa, North
America, South America and the Middle East. In addition, we have
long-standing relationships with many of our clients in these strategic
areas.

-- Experienced Management Team. We have significant management expertise as
a leading EPC company servicing the global energy industry. The top 12
officers of Willbros and our key operating subsidiaries have an average
of 25 years of experience in the industry.

In implementing the core elements of our business strategy and capitalizing on
our competitive strengths, we are typically faced with a number of challenges
which include successfully relocating equipment and personnel in a timely
fashion to execute projects in remote geographic areas, managing the impact of
political changes, including new government regimes, in the countries where we
operate, maintaining strategic relationships in geographic areas where our
clients operate and retaining experienced management. As described under "Risk
Factors," we also face operational risks, many of which are beyond our control.

OUR EXECUTIVE OFFICES

We are incorporated in the Republic of Panama and maintain our headquarters at
the Plaza 2000 Building, 50th Street, 8th Floor, Apartado 6307, Panama 5,
Republic of Panama, and our telephone number is (50-7) 213-0947. Administrative
services are provided to us by our subsidiary, Willbros USA, Inc., whose
administrative headquarters are located at 4400 Post Oak Parkway, Suite 1000,
Houston, Texas 77027, and whose telephone number is (713) 403-8000. Information
contained on our website, http://www.willbros.com, is not part of this
prospectus.

RECENT DEVELOPMENTS

EARNINGS FOR FIRST QUARTER OF 2002

On May 6, 2002, we reported net earnings for the quarter ended March 31, 2002 of
$4.6 million, or $0.30 per diluted share, compared to net income of $0.8
million, or $0.05 per diluted share for the same period in 2001. Revenue for the
first quarter of 2002 was $147.5 million, compared to $65.7 million in the first
quarter of 2001. Revenue, by type of service, for the first quarter of 2002 was
as follows: construction, $83.3 million; engineering, $49.9 million; and
specialty services, $14.3 million. On a comparable basis, revenue, by type of
service, for the same period in 2001 was: construction, $26.6 million;
engineering, $24.1 million; and specialty services, $15.0 million. Backlog as of
March 31, 2002, was $390.4 million, as compared to $407.6 million at December
31, 2001. EBITDA for the first quarter of 2002 was $15.2 million or $0.98 per
share, up from $7.6 million or $0.52 per share for the same period in 2001.

The increase in earnings from the same period in 2001 was primarily attributable
to higher revenue resulting from increased engineering activity in North
America, substantial completion of a U.S. pipeline project, construction
activity on a pipeline project in Chad and Cameroon and marine maintenance and
construction in offshore West Africa. The increase in revenue was partially
offset by higher depreciation, higher general and administrative expenses and a
higher level of income taxes resulting from increased earnings by our U.S.
businesses.

For additional information, see our Current Report on Form 8-K dated May 6,
2002.

THE OFFERING

Common stock offered by us.... 3,200,000 shares(1)

Common stock offered by the
selling stockholders.......... 800,000 shares(2)

Common stock to be outstanding
after the offering............ 18,101,899 shares(1)(3)

Use of proceeds............... We intend to use the net proceeds from the
common stock offered by us for repayment of
indebtedness under our bank credit agreement
and general corporate purposes, including
working capital. We will not receive any of the
proceeds from the sale of shares by the selling
stockholders. See "Use of Proceeds."

New York Stock Exchange
symbol........................ WG
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(1) Does not include 415,000 shares that may be sold upon exercise of the
underwriters' over-allotment option granted by us.

(2) Does not include 185,000 shares that may be sold upon exercise of the
underwriters' over-allotment option granted by some of the selling
stockholders.

(3) Based on shares outstanding as of March 1, 2002. Does not include 1,785,550
shares of our common stock reserved for issuance upon exercise of
outstanding options granted under our 1996 Stock Plan and Director Stock
Plan as of March 1, 2002.

Unless otherwise stated, all information contained in this prospectus assumes no
exercise of the over-allotment option granted to the underwriters.

RISK FACTORS

You should consider carefully the "Risk Factors" beginning on page 10 of this
prospectus before making an investment in our common stock.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

This section presents our summary historical financial data. You should read
carefully the consolidated financial statements included in this prospectus,
including the notes to the financial statements. The summary data in this
section is not intended to replace the consolidated financial statements.

We derived the statement of operations data for the years ended December 31,
2001, 2000 and 1999, and balance sheet data as of December 31, 2001 from the
audited consolidated financial statements in this prospectus. Those consolidated
financial statements were audited by KPMG LLP, independent certified public
accountants. We derived the statement of operations data for the years ended
December 31, 1998 and 1997 from audited consolidated financial statements that
are not included in this prospectus. The as adjusted balance sheet data set
forth below as of December 31, 2001 reflects the receipt and application of the
net proceeds from the sale of common stock offered by us in this offering at an
assumed offering price of $18.50, the last reported sale price on April 19,
2002.

YEAR ENDED DECEMBER 31,
----------------------------------------------------
2001(1) 2000(2) 1999 1998 1997
-------- -------- -------- -------- --------
(in thousands, except per share data)

STATEMENT OF OPERATIONS DATA:
Contract revenue........................ $390,134 $314,290 $176,564 $281,618 $251,877
Operating expenses:
Contract cost......................... 315,685 266,969 145,498 220,360 182,435
Termination of benefit plans.......... (9,204) - - - -
Depreciation and amortization......... 19,522 22,408 21,313 25,552 18,936
General and administrative............ 29,975 30,218 27,548 32,383 29,118
-------- -------- -------- -------- --------
Operating income (loss)................. 34,156 (5,305) (17,795) 3,323 21,388
Net interest income (expense)........... (2,084) (1,865) 587 (484) 304
Minority interest....................... (1,501) (2,449) (1,541) (1,132) (1,911)
Other income (expense).................. (1,107) (716) 2,031 (1,502) 58
-------- -------- -------- -------- --------
Income (loss) before income taxes....... 29,464 (10,335) (16,718) 205 19,839
Provision for income taxes.............. 10,384 5,257 3,300 4,567 5,723
-------- -------- -------- -------- --------
Net income (loss)....................... $ 19,080 $(15,592) $(20,018) $ (4,362) $ 14,116
======== ======== ======== ======== ========
Net income (loss) per common share:
Basic................................. $ 1.32 $ (1.11) $ (1.54) $ (0.30) $ 0.97
Diluted............................... 1.27 (1.11) (1.54) (0.30) 0.96
CASH FLOW DATA:
Cash provided by (used in):
Operating activities.................. $ 24,756 $ 3,040 $(14,041) $ 15,199 $ 45,788
Investing activities.................. (36,066) (10,035) 4,866 (34,684) (46,386)
Financing activities.................. 18,373 10,442 8,641 (14,545) 19,747
OTHER DATA:
EBITDA(3)............................... $ 51,070 $ 13,938 $ 4,008 $ 26,241 $ 38,471
Capital expenditures, excluding
acquisitions.......................... 28,818 15,351 12,245 36,112 47,272
Backlog (at period end)(4).............. 407,553 373,947 253,080 286,473 135,797

AS OF DECEMBER 31, 2001
------------------------
ACTUAL AS ADJUSTED
--------- ------------
(in thousands)

BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 19,289 $ 35,519
Working capital............................................. 46,222 62,452
Total assets................................................ 224,135 240,365
Total debt.................................................. 39,284 284
Total stockholders' equity.................................. 96,557 151,787

(See notes on following page)

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(1) We acquired MSI Energy Services Inc., a general contractor in Alberta,
Canada, on October 12, 2001. Accordingly, its results of operations since
that date are consolidated with our results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- General" and our consolidated financial statements included
elsewhere in this prospectus.

(2) We acquired Rogers & Phillips, Inc., a U.S. pipeline construction company on
January 24, 2000. Accordingly, its results of operations since that date are
consolidated with our results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- General"
and our consolidated financial statements included elsewhere in this
prospectus.

(3) EBITDA represents earnings before net interest, income taxes, depreciation
and amortization. EBITDA is not intended to represent cash flows for the
respective 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 accounting principles generally accepted in the United
States of America. See our Consolidated Statements of Cash Flows in our
consolidated financial statements included elsewhere in this prospectus.
EBITDA is included in this prospectus because it is one of the measures
through which we assess our financial performance. EBITDA as presented may
not be comparable to other similarly titled measures reported by other
companies.

(4) Backlog is anticipated contract revenue from contracts for which award is
either in hand or reasonably assured.

RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus and the documents to which we refer you, before deciding to
invest in the shares.

OUR BUSINESS IS HIGHLY DEPENDENT UPON THE LEVEL OF CAPITAL EXPENDITURES BY OIL,
GAS AND POWER COMPANIES ON INFRASTRUCTURE

Our revenue and cash flow are dependent upon major construction projects. The
availability of these types of projects is dependent upon the condition of the
oil, gas and power industries, and specifically, the level of capital
expenditures of oil, gas and power companies on infrastructure. Our failure to
obtain major projects, the delay in awards of major projects, the cancellation
of major projects or delays in completion of contracts are factors that could
result in the under-utilization of our resources, which would have an adverse
impact on our revenue and cash flow. There are numerous factors beyond our
control that influence the level of capital expenditures of oil, gas and power
companies, including:

-- current and projected oil, gas and power prices;

-- the abilities of oil, gas and power companies to generate, access and
deploy capital, particularly in light of recent efforts by energy
companies to strengthen their balance sheets and maintain their credit
ratings in the wake of the Enron bankruptcy;

-- exploration, production and transportation costs;

-- the discovery rate of new oil and gas reserves;

-- the sale and expiration dates of oil and gas leases and concessions;

-- the demand for electricity;

-- regulatory restraints on the rates that power companies may charge their
customers;

-- local and international political and economic conditions;

-- the ability or willingness of host country government entities to fund
their budgetary commitments; and

-- technological advances.

OUR SIGNIFICANT INTERNATIONAL OPERATIONS ARE SUBJECT TO POLITICAL AND ECONOMIC
RISKS OF DEVELOPING COUNTRIES

We have substantial operations and assets in developing countries in Africa, the
Middle East and South America. Approximately 45% of our contract revenues for
2001 were derived from activities in developing countries, and approximately 72%
of our long-lived assets as of December 31, 2001 were located in developing
countries. For a list of our revenue and assets by location, see Note 13 of
"Notes to Consolidated Financial Statements," included elsewhere in this
prospectus. Accordingly, we are subject to risks which ordinarily would not be
expected to exist to the same extent in the United States, Canada, Japan or
Western Europe. Some of these risks include:

-- Foreign currency restrictions, which may prevent us from repatriating
foreign currency received in excess of local currency requirements and
converting it into dollars or other fungible currency.

-- Exchange rate fluctuations, which can reduce the purchasing power of
local currencies and cause our costs to exceed our budget, reducing our
operating margin in the affected country.

-- Expropriation of assets, by either a recognized or unrecognized foreign
government, which can disrupt our business activities and create delays
and corresponding losses.

-- Civil uprisings, riots and war, which can make it impractical to continue
operations, adversely affect both budgets and schedules and expose us to
losses. In 1999, for example, local protesters looted and vandalized our
facilities in Nigeria and interfered with our operations.

-- Availability of suitable personnel and equipment, which can be affected
by government policy, or changes in policy, which limit the importation
of skilled craftsmen or specialized equipment in areas where local
resources are insufficient.

-- Government instability, which can cause investment in capital projects by
our potential customers to be withdrawn or delayed, reducing or
eliminating the viability of some markets for our services.

-- Legal systems of decrees, laws, regulations, interpretations and court
decisions, which are not always fully developed and which may be
retroactively applied and cause us to incur unanticipated and/or
unrecoverable costs as well as delays which may result in real or
opportunity costs. In Venezuela, for example, a new hydrocarbons law,
which went into effect on January 1, 2002 and which increases royalty
rates from approximately 17% to between 20% and 30%, is expected to
reduce investment in that country.

Our operations in developing countries may be adversely affected in the event
any governmental agencies in these countries 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. We may be
subject to unanticipated taxes, including income taxes, excise duties, import
taxes, export taxes, sales taxes or other governmental assessments which could
have a material adverse effect on our results of operations for any quarter or
year.

These risks may result in a loss of business which could have a material adverse
effect on our results of operations.

WE MAY BE ADVERSELY AFFECTED BY A CONCENTRATION OF BUSINESS IN A PARTICULAR
COUNTRY

Due to a limited number of major projects worldwide, we currently have, and
expect that we will continue to have, a substantial portion of our resources
dedicated to projects located in a few countries. Therefore, our results of
operations are susceptible to adverse events beyond our control which may occur
in a particular country in which our business may be concentrated. Economic
downturns in such countries could adversely affect our operations. For the last
three years, our contract revenue was primarily generated in the following
countries or areas: United States, Nigeria, Offshore West Africa, Cameroon,
Venezuela, Oman and Australia.

At December 31, 2001, 28.7% of our property, plant, equipment and spare parts
was located in Nigeria, 23.3% in the United States, 15.3% in Offshore West
Africa and 13.1% in Cameroon. Our operations and assets are subject to various
risks inherent in conducting business in these countries.

OUR BUSINESS IS DEPENDENT ON A LIMITED NUMBER OF KEY CLIENTS

We operate primarily in a single operating segment in the oil, gas and power
industries, providing construction, engineering and specialty services to a
limited number of clients. Much of our success depends on developing and
maintaining relationships with our major clients and obtaining a share of
contracts from these clients. The loss of any of our major clients could have a
material adverse effect on our operations. Our 10 largest clients were
responsible for 81% of our revenue in 2001, 86% of our revenue in 2000 and 78%
of our revenue in 1999. Operating units of ExxonMobil, Centennial Pipeline,
Royal Dutch Shell, Duke Energy and Trans Union Power accounted for 18%, 17%,
14%, 10% and 10%, respectively, of our total revenue in 2001.

OUR DEPENDENCE UPON FIXED PRICE CONTRACTS COULD ADVERSELY AFFECT OUR OPERATING
RESULTS

A substantial portion of our projects are currently performed on a fixed-price
basis. Under a fixed-price contract, we agree on the price that we will receive
for the entire project, based upon specific assumptions

and project criteria. If our estimates of our own costs to complete the project
are below the actual costs that we may incur, our margins will decrease, and we
may incur a loss. The revenue, cost and 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. If we are unsuccessful in mitigating
these risks, we may realize gross profits that are different from those
originally estimated and 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 our operating results for any quarter or
year. In general, turnkey contracts to be performed on a fixed-price basis
involve an increased risk of significant variations. This is a result of the
long-term nature of these contracts and the inherent difficulties in estimating
costs and of the interrelationship of the integrated services to be provided
under these contracts whereby unanticipated costs or delays in performing part
of the contract can have compounding effects by increasing costs of performing
other parts of the contract.

PERCENTAGE-OF-COMPLETION METHOD OF ACCOUNTING FOR CONTRACT REVENUE MAY RESULT IN
MATERIAL ADJUSTMENTS ADVERSELY AFFECTING OUR OPERATING RESULTS

We recognize contract revenue using the percentage-of-completion method. Under
this method, estimated contract revenue is 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 revenue 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 revenue in the period when these estimates are revised.
These estimates are based on management's reasonable assumptions and our
historical experience, and are only estimates. Variation of actual results from
these assumptions or our historical experience could be material. To the extent
that these adjustments result in an increase, a reduction or an elimination of
previously reported contract revenue, we would recognize a credit or a charge
against current earnings, which could be material.

TERRORIST ATTACKS, SUCH AS THE ATTACKS THAT OCCURRED ON SEPTEMBER 11, 2001, AND
FUTURE WAR OR RISK OF WAR MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS, OUR
ABILITY TO RAISE CAPITAL OR SECURE INSURANCE OR OUR FUTURE GROWTH

The impact that the terrorist attacks of September 11, 2001 may have on the
energy industry in general, and on us in particular, is not known at this time.
Uncertainty surrounding retaliatory military strikes or a sustained military
campaign may affect our operations in unpredictable ways, including changes in
the insurance markets, disruptions of fuel supplies and markets, particularly
oil, and the possibility that infrastructure facilities, including pipelines,
production facilities, refineries, electric generation, transmission and
distribution facilities, could be direct targets of, or indirect casualties of,
an act of terror. War or risk of war may also have an adverse effect on the
economy. The terrorist attacks on September 11, 2001, and the changes in the
insurance markets attributable to the terrorist attacks, have resulted in
increased insurance premiums and have made it difficult for us to obtain certain
types of insurance coverage. We may be unable to secure the levels and types of
insurance we would otherwise have secured prior to September 11, 2001. A lower
level of economic activity could also result in a decline in energy consumption
which could adversely affect the oil, gas and power industries and restrict
their future growth. Instability in the financial markets as a result of
terrorism or war could also affect our ability to raise capital.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF OPERATIONAL RISKS

Our business operations include pipeline construction, dredging, pipeline
rehabilitation services, marine support services and the operation of vessels
and heavy equipment. These operations involve a high degree of operational risk.
Natural disasters, adverse weather conditions, collisions and operator or
navigational error could cause personal injury or loss of life, severe damage to
and destruction of property, equipment and the environment and suspension of
operations. In locations where we perform work with equipment

that is owned by others, our continued use of the equipment can be subject to
unexpected or arbitrary interruption or termination. The occurrence of any of
these events could result in work stoppage, loss of revenue, casualty loss,
increased costs and significant liability to third parties.

The insurance protection we maintain may not be sufficient or effective under
all circumstances or against all hazards to which we may be subject. An
enforceable claim for which we are not fully insured could have a material
adverse effect on our financial condition and results of operations. Moreover,
we may not be able to maintain adequate insurance in the future at rates that we
consider reasonable.

WE MAY BECOME LIABLE FOR THE OBLIGATIONS OF OUR JOINT VENTURERS

Some of our projects are performed through joint ventures with other parties. In
addition to the usual liability of contractors for the completion of contracts
and the warranty of our work, where work is performed through a joint venture,
we also have potential liability for the work performed by our joint venturers.
In these projects, even if we satisfactorily complete our project
responsibilities within budget, we may incur additional unforeseen costs due to
the failure of our joint venturers to perform or complete work in accordance
with contract specifications.

IF WE ARE NOT ABLE TO IMPLEMENT A NEW CREDIT AGREEMENT BEFORE THE EXPIRATION OF
OUR EXISTING CREDIT AGREEMENT, OUR ABILITY TO OPERATE WOULD BE SIGNIFICANTLY
RESTRICTED

Our current credit agreement expires on February 20, 2003. The current credit
agreement restricts our ability to pay dividends, which may make our stock less
attractive to some investors. Substantially all of our assets are pledged as
security under our existing credit agreement. We are currently negotiating with
a new bank group to provide a new credit agreement. We anticipate that our new
credit agreement will contain substantially similar terms. If those negotiations
are not successful, our operations will be significantly restricted.

GOVERNMENTAL REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS

Many aspects of our operations are subject to governmental regulations in the
countries in which we operate, including those relating to currency conversion
and repatriation, taxation of our earnings and earnings of our personnel, and
our use of local employees and suppliers. In addition, we depend on the demand
for our services from the oil, gas and power industries, and, therefore, our
business is affected by changing taxes, price controls and laws and regulations
relating to the oil, gas and power industries generally. The adoption of laws
and regulations by the countries or the states in which we operate for the
purpose of curtailing exploration and development drilling for oil and gas or
the development of power generation facilities for economic and other policy
reasons, could adversely affect our operations by limiting demand for our
services.

Our operations are also subject to the risk of changes in foreign and domestic
laws and policies which may impose restrictions on our business, including trade
restrictions, which could have a material adverse effect on our operations.
Other types of government regulation which could, if enacted or implemented,
adversely affect our 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;

-- oil, gas or power price regulation; and

-- unrealistically high labor rate and fuel price regulation.

Our future operations and earnings may be adversely affected by new legislation,
new regulations or changes in, or new interpretations of, existing regulations,
and the impact of these changes could be material.

OUR OPERATIONS EXPOSE US TO POTENTIAL ENVIRONMENTAL LIABILITIES

Our United States operations are subject to numerous environmental protection
laws and regulations which are complex and stringent. We regularly perform work
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 some 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, we may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. These laws and regulations may expose
us to liability arising out of the conduct of operations or conditions caused by
others, or for the acts of ours which were in compliance with all applicable
laws at the time these acts were performed.

We own and operate several properties in the United States that have been used
for a number of years for the storage and maintenance of equipment and upon
which hydrocarbons or other wastes may have been disposed or released. Any
release of substances by us or by third parties who previously operated on these
properties may be subject to the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), the Resource Compensation and Recovery
Act (RCRA), and analogous state laws. CERCLA imposes joint and several
liability, without regard to fault or the legality of the original conduct, on
certain classes of persons who are considered to be responsible for the release
of "hazardous substances" into the environment, while RCRA governs the
generation, storage, transfer, and disposal of hazardous wastes. Under such
laws, we could be required to remove or remediate previously disposed wastes and
clean up contaminated property.

Our operations outside of the United States are potentially subject to similar
governmental controls and restrictions relating to the environment.

HIGHLY COMPETITIVE INDUSTRY COULD IMPEDE OUR GROWTH

We operate in a highly competitive environment. A substantial number of the
major projects that we pursue are awarded based on bid proposals. We compete for
these projects against government-owned or supported companies and other
companies that have substantially greater financial and other resources than we
do. In some markets, there is competition from national and regional firms
against which we may not be price competitive. Our growth may be impacted to the
extent that we are unable to successfully bid against these companies.

OUR OPERATING RESULTS COULD BE ADVERSELY AFFECTED IF OUR NON-U.S. OPERATIONS
BECAME TAXABLE IN THE UNITED STATES

If any income earned, currently or historically, by Willbros Group, Inc. or its
non-U.S. subsidiaries from operations outside the United States constituted
income effectively connected to a United States trade or business, and as a
result became taxable in the United States, we could be subject to U.S. taxes on
a basis significantly more adverse than generally would apply to these business
operations. In this event, our consolidated operating results could be
materially and adversely affected.

WE ARE DEPENDENT UPON THE SERVICES OF OUR SENIOR MANAGEMENT

Our success depends heavily on the continued services of our senior management.
We do not have an employment agreement with any of these individuals.
Accordingly, we may not be able to retain any of these individuals in their
capacity for any particular period of time. In addition, we do not maintain key
man life insurance for these individuals. The loss or interruption of services
provided by one or more of our

senior officers could adversely affect our results of operations. Furthermore,
we may not be able to continue to attract and retain sufficient qualified
personnel.

OUR STOCKHOLDER RIGHTS PLAN, ARTICLES OF INCORPORATION AND BY-LAWS MAY INHIBIT A
TAKEOVER, WHICH MAY ADVERSELY AFFECT THE PERFORMANCE OF OUR STOCK

Our stockholder rights plan and provisions of our articles of incorporation and
by-laws may discourage unsolicited takeover proposals or make it more difficult
for a third party to acquire us, which may adversely affect the price that
investors might be willing to pay for our common stock. For example, our
articles of incorporation and by-laws:

-- provide for restrictions on the transfer of any shares of common stock to
prevent us from becoming a "controlled foreign corporation" under United
States tax law;

-- provide for a classified board of directors, which allows only one-third
of our directors to be elected each year;

-- restrict the ability of stockholders to take action by written consent;

-- establish advance notice requirements for nominations for election to our
board of directors; and

-- authorize our board of directors to designate the terms of and issue new
series of preferred stock.

We also have a stockholder rights plan which gives holders of our common stock
the right to purchase additional shares of our capital stock if a potential
acquirer purchases or announces a tender or exchange offer to purchase 15% or
more of our outstanding common stock. The rights issued under the stockholder
rights plan would cause substantial dilution to a person or group that attempts
to acquire us on terms not approved in advance by our board of directors.

IT MAY BE DIFFICULT TO ENFORCE JUDGMENTS WHICH ARE PREDICATED ON THE FEDERAL
SECURITIES LAWS OF THE UNITED STATES AGAINST US AND SOME OF OUR BOARD MEMBERS
WHO ARE NON-U.S. RESIDENTS

We are a corporation organized under the laws of the Republic of Panama. In
addition, two of our current board members are residents of countries other than
the United States. Accordingly:

-- it may not be possible to effect service of process on non-resident
directors in the United States and to enforce judgments against them
predicated on the civil liability provisions of the federal securities
laws of the United States;

-- because a substantial amount of our assets are located outside the United
States, any judgment obtained against us in the United States may not be
fully collectible in the United States; and

-- we have been advised that courts in the Republic of Panama will not
enforce liabilities in original actions predicated solely on the United
States federal securities laws.

These factors mean that it may be more costly and difficult for you to recover
fully any alleged damages that you may suffer for any violation of federal
securities laws by us or our management than it would otherwise be in the case
of a United States corporation whose directors are all United States residents.
See "Enforceability of Civil Liabilities Under the Federal Securities Laws."

OUR STOCK PRICE IS VOLATILE

Our common stock has experienced significant price volatility, and such
volatility may continue in the future. The price of our common stock could
fluctuate widely in response to a range of factors, including variations in our
quarterly results and changing conditions in the economy in general or in our
industry in particular. In addition, stock markets generally experience
significant price and volume volatility from time to time which may affect the
market price of our common stock unrelated to our performance.

FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus and the documents to which we refer
you contains forward-looking statements within the meaning of the federal
securities laws.

These forward-looking statements include, among others, the following:

-- the amount and nature of future capital expenditures;

-- oil, gas and power prices;

-- demand for our services;

-- the amount and nature of future investments by governments;

-- expansion and other development trends of the oil, gas and power
industries;

-- business strategy; and

-- expansion and growth of our business and operations.

These statements may be found under "Prospectus Summary," "Risk Factors," "
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business." Forward-looking statements typically are identified
by use of terms such as "may," "will," "expect," "anticipate," "estimate" and
similar words, although some forward-looking statements are expressed
differently. You should be aware that our actual results could differ materially
from those contained in the forward-looking statements due to a number of
factors, including:

-- the timely award of one or more projects;

-- cancellation of projects;

-- inclement weather;

-- project cost overruns and unforeseen schedule delays;

-- 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;

-- obtaining adequate financing;

-- the demand for energy diminishing;

-- curtailment of capital expenditures in the oil, gas and power industries;

-- political circumstances impeding the progress of work;

-- downturns in general economic, market or business conditions in our
target markets; and

-- changes in laws or regulations.

You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus and the documents to which we refer you, which
address additional factors that could cause our actual results to differ from
those set forth in the forward-looking statements.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of common stock we
are offering will be approximately $55,230,000 (based on an assumed offering
price of $18.50, the last reported sale price on April 19, 2002). If the
underwriters fully exercise the over-allotment option, the net proceeds of the
shares we sell are estimated to be $62,467,000. "Net proceeds" is what we
receive after paying the underwriting discount and other expenses of this
offering. We will not receive any proceeds from the sale of shares by the
selling stockholders.

We will use approximately $37.0 million of the net proceeds to repay all of our
outstanding indebtedness under an existing credit agreement. At March 31, 2002,
the weighted average interest rate under our credit agreement was 4.4%. The
credit agreement matures on February 20, 2003. Our indebtedness under the credit
agreement was incurred, in part, to finance the acquisition of MSI Energy
Services Inc. Following the application of the proceeds from this offering, we
will have approximately $82,511,000 available for borrowing under our credit
agreement. We will use the balance of the net proceeds as working capital, to
support expansion of operations and to fund possible acquisitions of assets and
businesses which would complement our capabilities. At present, we have no
specific commitments or agreements with respect to expanding our operations or
acquiring any assets or businesses. Until we use the net proceeds of the
offering, we will invest the funds in short-term, investment grade,
interest-bearing securities.

CAPITALIZATION

The table below shows:

-- Our capitalization on December 31, 2001.

-- Our capitalization on December 31, 2001, assuming the completion of the
offering at an assumed public offering price of $18.50 per share, the
last reported sale price on April 19, 2002 and the use of the net
proceeds as described under "Use of Proceeds."

You should read this table in conjunction with our consolidated financial
statements and related notes that are included in this prospectus.

DECEMBER 31, 2001
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(in thousands)

Long-term debt, less current portion........................ $ 39,000 $ -
Stockholders' equity:
Common stock; $0.05 par value; 35,000,000 shares
authorized, 14,731,995 shares issued and outstanding,
actual; 35,000,000 shares authorized, 17,931,995 shares
issued and outstanding, as adjusted.................... 786 946
Preferred stock; $0.01 par value; 1,000,000 shares
authorized, no shares issued and outstanding, actual;
1,000,000 shares authorized, no shares issued and
outstanding, as adjusted............................... - -
Capital in excess of par value............................ 72,915 127,985
Retained earnings......................................... 31,205 31,205
Treasury stock at cost, 996,196 shares.................... (7,403) (7,403)
Notes receivable for stock purchases...................... (8) (8)
Accumulated other comprehensive income (loss)............. (938) (938)
-------- --------
Total stockholders' equity............................. 96,557 151,787
-------- --------
Total capitalization................................. $135,557 $151,787
======== ========

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

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

HIGH LOW
------ ------

2000:
First Quarter............................................. $ 7.19 $ 4.13
Second Quarter............................................ 7.63 4.50
Third Quarter............................................. 8.06 5.13
Fourth Quarter............................................ 6.94 4.38
2001:
First Quarter............................................. 15.00 6.19
Second Quarter............................................ 17.00 11.40
Third Quarter............................................. 14.05 10.25
Fourth Quarter............................................ 16.44 12.40
2002:
First Quarter............................................. 16.85 14.10
Second Quarter (through May 7, 2002)...................... 19.24 16.00

Substantially all of our stockholders maintain their shares in "street name"
accounts and are not, individually, stockholders of record. As of March 26,
2002, our common stock was held by 97 holders of record and an estimated 1,621
beneficial owners.

Since 1991, we have not paid any cash dividends on our capital stock, except
dividends in 1996 on our outstanding shares of preferred stock, which were
converted into shares of common stock on July 15, 1996. We anticipate that we
will retain earnings to support operations and to finance the growth and
development of our business. Therefore, we do not expect to pay cash dividends
in the foreseeable future. Our present credit agreement prohibits us from paying
cash dividends on our common stock.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

This section presents our selected historical financial data. You should read
carefully the consolidated financial statements included in this prospectus,
including the notes to the financial statements. The selected data in this
section is not intended to replace the consolidated financial statements.

We derived the statement of operations data for the years ended December 31,
2001, 2000 and 1999, and balance sheet data as of December 31, 2001 and 2000
from the audited consolidated financial statements in this prospectus. Those
consolidated financial statements were audited by KPMG LLP, independent
certified public accountants. We derived the statement of operations data for
the years ended December 31, 1998 and 1997 and the balance sheet data as of
December 31, 1999, 1998 and 1997 from audited consolidated financial statements
that are not included in this prospectus.

YEAR ENDED DECEMBER 31,
----------------------------------------------------
2001(1) 2000(2) 1999 1998 1997
-------- -------- -------- -------- --------
(in thousands, except per share data)

(See notes on following page)
20

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

(4) Backlog is anticipated contract revenue from contracts for which award is
either in hand or reasonably assured.

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

You should read this discussion together with the consolidated financial
statements and other financial information included in this prospectus.

GENERAL

We derive our revenue from providing construction, engineering and specialty
services to the oil, gas and power industries and government entities worldwide.
We obtain contracts for our work primarily by competitive bidding or through
negotiations with long-standing or prospective clients. Bidding activity,
backlog and revenue resulting from the award of contracts to us may vary
significantly from period to period. Contracts have durations from a few weeks
to several months or in some cases more than a year.

Operations outside the United States may be subject to certain risks which
ordinarily would not exist in the United States, including foreign currency
restrictions, extreme exchange rate fluctuations, expropriation of assets, civil
uprising and riots, availability of personnel and government audit. In 1999,
local protesters looted and vandalized our facility near Port Harcourt, Nigeria,
and interfered with our operations and progress on some ongoing projects. The
Nigerian government intervened and restored order in the area. In 2000 there
were periodic interruptions on some projects. We have successfully operated in
Nigeria for the past 39 years with very favorable relationships with the local
communities, and believe that we can continue to operate in the area. We have
been active in South America since 1939. Venezuela is the largest oil producer
in South America and has redirected its energy initiative to include development
of its significant natural gas reserves. This new initiative should translate
into more demand for our natural gas pipeline capabilities. However, the
Venezuelan economy is highly inflationary and the government has introduced a
new hydrocarbon law, which is viewed by both international and national
petroleum industry leaders as unfriendly to future investment in this sector.
The outcome of negotiations between the government and private industry to
revise the law is uncertain, and significant new foreign investment is unlikely
until the negotiations are complete.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition: Percentage-of-Completion Method. A number of factors
relating to our business affect the recognition of contract revenue. Revenue
from fixed-price construction and engineering contracts is recognized on the
percentage-of-completion method. Under this method, estimated contract income
and resulting revenue is generally accrued based on costs incurred to date as a
percentage of total estimated costs, taking into consideration physical
completion. Total estimated costs, and thus contract income, are impacted by
changes in productivity, scheduling, and the unit cost of labor, subcontracts,
materials and equipment. Additionally, external factors such as weather, client
needs, client delays in providing approvals, labor availability, governmental
regulation and politics, may also affect the progress and estimated cost of a
project's completion and thus the timing of income and revenue recognition.
Generally, we do not recognize income on a fixed-price contract until the
contract is approximately 5% to 10% complete, depending upon the nature of the
contract. Costs which are considered to be reimbursable are excluded from the
percentage-of-completion calculation. Accrued revenue pertaining to
reimbursables is 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. Revenue from change orders, extra work,
variations in the scope of work and claims is recognized when realization is
reasonably assured. Revenue from unit-price contracts is recognized as earned.
We believe that our operating results should be evaluated over a relatively long
time horizon during which major contracts are completed and change orders, extra
work, variations in the scope of work and cost recoveries and other claims are
negotiated and realized.

All U.S. government contracts and many of our other contracts provide for
termination of the contract for the convenience of the client. In the event a
contract would be terminated at the convenience of the client prior to
completion, we will typically be compensated for progress up to the time of
termination and any

termination costs. 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 that are within our control.

An example of a project involving many of the above factors is our project in
Australia. The project in Australia was completed after July 1, 2000, the date
on which liquidated damages were scheduled to commence under the contract. Due
primarily to productivity and other labor issues, and anticipated liquidated
damages, we recognized a contract loss of $14.5 million in 2000. However, during
2001, the client accepted claims for extension of the scheduled completion date,
accepted other claims and requested additional services, resulting in contract
amendments and thus realization in 2001 of $4.2 million of contract income on
the project.

Income Taxes. The determination of our tax provision is complex due to
operations in several tax jurisdictions outside the United States which may be
subject to certain risks which ordinarily would not be expected in the United
States. Tax regimes in certain jurisdictions are subject to significant changes
which may be applied on a retroactive basis. If this were to occur, our tax
expense could be materially different than the amounts reported. Furthermore, in
determining the valuation allowance related to deferred tax assets, we estimate
taxable income into the future and determine the magnitude of deferred tax
assets which are more likely than not to be realized. Future taxable income
could be materially different than amounts estimated, in which case the
valuation allowance would need to be adjusted.

Joint Venture Accounting. From time to time, we seek one or more joint venture
partners when a project requires local content, equipment, manpower or other
resources beyond those we have available to complete work in a timely and
efficient manner or when we wish to share risk on a particularly large project.
We have investments, ranging from 10% to 50%, in joint ventures that operate in
similar lines of business as ours. Investments consist of a 10% interest in a
consortium for work in Venezuela, a 35% interest in a joint venture for work in
Australia and a 50% interest in a joint venture for work in Africa. Interests in
these unconsolidated ventures are accounted for under the equity-method in the
consolidated balance sheets and on a proportionate consolidation basis in the
consolidated statements of operations. This presentation is consistent with
construction industry practice. Alternatively, if we were to account for these
interests using the equity-method in the consolidated statement of operations,
revenue and contract cost would be materially lower; however, net income would
not change.

SIGNIFICANT BUSINESS DEVELOPMENTS

On January 24, 2000, we acquired Rogers & Phillips, Inc. ("RPI"), a closely held
pipeline construction company in Houston, Texas with an experienced management
team and a strong market position in the U.S. Gulf Coast area. Founded in 1992,
RPI provides a full range of construction services for pipeline operating
companies, including station and piping projects in congested urban areas and
inside plants, as well as cross-country pipelines. The consideration included
1,035,000 shares of our common stock and approximately $1.7 million in cash and
acquisition costs. The transaction was accounted for as a purchase. RPI
contributed $85.9 million of revenue during 2001 and $39.4 million in 2000.

In September 2000, through a joint venture led by a subsidiary of ours, we were
awarded a significant project, the scope of which includes the engineering,
procurement and construction ("EPC") of a 665-mile (1,070-kilometer), 30-inch
crude oil pipeline from the Doba Fields in Chad to an export terminal on the
coast of Cameroon in Africa (the "Chad-Cameroon Pipeline Project"). Engineering
and procurement activities began in late 2000. Pipeline construction began in
November 2001 and is expected to be completed in 2003.

During 2000, our activities in Nigeria included work on two major EPC contracts
for Shell: (a) the Nembe Creek gas gathering pipeline system, and (b) four
concrete barge-mounted gas compressor facilities for Shell's Nembe Creek
Associated Gas project (collectively, the "Nembe Creek Projects"). At the end of
2001, both projects were nearing completion.

During 2000, Willbros USA, Inc. relocated its administrative headquarters and
some construction support services from Tulsa, Oklahoma, to Houston, Texas. The
cost of the move, termination benefits, and office lease termination costs
totaled approximately $4.5 million.

On October 12, 2001, we completed the purchase of MSI Energy Services Inc.
("MSI"), a Canadian general contractor whose common shares were listed on The
Canadian Venture Exchange. MSI provides pipeline construction, pipeline
integrity and maintenance services in addition to pipe storage and handling
services, specialty metal fabrication services, pipeline equipment rentals and
concrete construction products in the oil sands region of Northern Alberta,
Canada. The aggregate purchase price, including transaction costs, was $8.3
million. In conjunction with the acquisition we sold 144,175 common shares from
treasury for $1.9 million to certain MSI shareholders and the net cash paid of
$6.4 million to purchase MSI was funded through borrowings under our principal
credit agreement. The transaction was accounted for as a purchase. MSI
contributed $3.3 million of revenue during 2001.

During 2001, our engineering group executed an alliance agreement with Explorer
Pipeline Company to provide project management, engineering, procurement and
construction services for their Mainline Expansion Project in Texas, Oklahoma,
Missouri, Illinois, and Indiana (the "Explorer Pipeline Project"). This project
includes construction of 12 grassroots pump stations, modifications at 12
existing pump stations, the addition of 500,000 barrels of storage at the Wood
River, Illinois terminal and modifications at two other terminals. The project
is scheduled for completion in 2002.

OTHER FINANCIAL MEASURES

We use EBITDA (earnings before net interest, income taxes, depreciation and
amortization) as part of our overall assessment of financial performance by
comparing EBITDA between accounting periods. We believe that EBITDA is used by
the financial community as a method of measuring our performance and of
evaluating the market value of companies considered to be in businesses similar
to ours. EBITDA for the year 2001 was $51.1 million, up $37.2 million from $13.9
million for 2000.

We define anticipated contract revenue as backlog when the award of a contract
is reasonably assured, generally upon the execution of a definitive agreement or
contract. Anticipated revenue from post-contract award processes, including
change orders, extra work, variations in the scope of work and the effect of
escalation or currency fluctuation formulas, is not added to backlog until
realization is reasonably assured. New contract awards totaled $423.8 million
during the year ended December 31, 2001. Additions to backlog during the year
were as follows: construction, $147.4 million; engineering, $219.9 million; and
specialty services, $56.5 million. Backlog decreases by type of service as a
result of services performed during the period were as follows: construction,
$214.5 million; engineering, $120.3 million; and specialty services, $55.3
million. Backlog at the end of the year increased $33.7 million (9%) from the
previous year end to $407.6 million and consisted of the following: (a)
construction, $207.7 million, down $67.1 million (24%); (b) engineering, $154.6
million, up $99.6 million (181%); and (c) specialty services, $45.3 million, up
$1.2 million (3%). Construction backlog consists primarily of the Chad-Cameroon
Pipeline Project and construction projects in Offshore West Africa. Engineering
backlog consists primarily of the Explorer Pipeline Project and other
engineering and procurement projects in the United States. Specialty services
backlog is largely attributable to a 16-year water injection contract awarded in
1998 to a consortium in which we have a 10% interest in Venezuela, contracts to
build, own and operate four fueling facilities for the United States government,
and service contracts in Oman and Canada.

RESULTS OF OPERATIONS

Our contract revenue and contract costs are primarily related to the timing and
location of development projects in the oil, gas and power industries worldwide.
Contract revenue and cost variations by country from year to year are the result
of (a) entering and exiting work countries; (b) the execution of new contract
awards; (c) the completion of contracts; and (d) the overall level of activity
in our services.

Our ability to be successful in obtaining and executing contracts can be
affected by the relative strength or weakness of the U.S. dollar compared to the
currencies of our competitors, our clients and our work
24

locations. We do not believe that our revenue or results of operations were
adversely affected in this regard during the years ended December 31, 2001 or
2000.

FISCAL YEAR ENDED DECEMBER 31, 2001, COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2000

Contract Revenue. Contract revenue increased $75.8 million (24%) to $390.1
million as a result of (a) increased engineering revenue of $61.6 million due to
an increase in engineering and procurement services in the United States; and
(b) increased construction revenue of $22.1 million due primarily to increased
construction activity in the United States, Offshore West Africa and Cameroon,
partially offset by reduced activities on the Nembe Creek Projects in Nigeria as
they neared completion in 2001 and the completion in the third quarter of 2000
of the construction contract in Australia. These increases in engineering and
construction revenue were partially offset by a decrease of $7.9 million in
specialty services revenue. Revenue in the United States increased $112.3
million (121%) due to an increase in engineering, procurement and construction
services. Cameroon revenue increased $34.0 million as work on the Chad-Cameroon
Pipeline Project moved from the engineering, procurement and mobilization phases
into the construction phase in November 2001. Offshore West Africa revenue
increased $26.3 million (149%) due to higher utilization of the combination
barge "Willbros 318" as well as utilization of the derrick barge "WB82" acquired
in 2001. Revenue in Oman increased $1.4 million (11%). Canada revenue, from the
MSI acquisition on October 12, 2001, was $3.3 million. Nigeria revenue decreased
$75.6 million (53%) due to reduced activity on the Nembe Creek Projects.
Australia revenue decreased $16.7 million (81%) due to the construction contract
that was completed in 2000, net of $4.0 million from contract amendments and
settled claims during 2001. Revenue in Venezuela decreased $9.2 million (35%).

Contract Costs. Contract costs increased $48.7 million (18%) to $315.7 million
due to an increase of $51.9 million in engineering services cost and an increase
in construction services cost of $8.1 million, partially offset by a decrease of
$11.3 million in specialty services cost. Variations in contract cost by country
were closely related to the variations in contract revenue, with the exception
of Australia. Contract costs in Australia decreased by $35.4 million or $18.7
million more than the decrease in revenue primarily as a result of a $14.5
million loss recognized during 2000, offset by $4.2 million of settled claims in
2001.

Termination of Benefit Plans. During 2001 we terminated two employee benefit
plans which resulted in one-time, non-taxable gains of $9.2 million. These plans
were costly to maintain and had become ineffective in the recruitment and
retention of an experienced and qualified workforce.

Depreciation and Amortization. Depreciation and amortization decreased $2.9
million to $19.5 million due primarily to the sale in 2000 of excess equipment
in Venezuela, Indonesia, the United States and Oman, accelerated amortization of
excess spare parts in Indonesia in 2000 and accelerated amortization of
leasehold improvements of $0.8 million related to termination of our
administrative office space in Tulsa, Oklahoma as a result of relocation of
those offices to Houston, Texas.

General and Administrative. General and administrative expense, as a percentage
of revenue, decreased to 7.7% in 2001 from 9.6% in 2000. On a dollar basis,
general and administrative expenses decreased $0.2 million to $30.0 million in
2001. This reduction is the result of the non-recurrence of the $3.6 million in
expenses that were incurred in 2000 that were associated with the relocation of
the administrative office to Houston, Texas. This reduction was offset by
increased general and administrative expenses in 2001 as expansion in staffing
and support services were necessary to support the 24% increase in revenue
during the year.

Operating Income. Operating income increased $39.4 million from an operating
loss of $5.3 million in 2000 to operating income of $34.1 million in 2001. For
the reasons described above, operating income increased in Australia by $19.4
million (from an operating loss of $15.4 million in 2000), the United States by
$14.8 million, Offshore West Africa by $9.2 million and Cameroon by $5.0
million. Additionally, we recognized $9.2 million of gains related to the
termination of certain employee benefit plans. These improvements were offset by
reduced operating income in Nigeria and Venezuela totaling $18.7 million. All
other areas combined accounted for an increase of $0.5 million.

Net Interest Income (Expense). Net interest income (expense) decreased $0.2
million to $2.1 million net interest expense due primarily to lower interest
rates during the period offset by higher average debt levels.

Minority Interest. Minority interest expense decreased $0.9 million to $1.5
million due to a decrease in activity in Nigeria where minority interest
partners were involved.

Foreign Exchange Gain (Loss). Foreign exchange loss decreased $1.0 million to
$0.1 million primarily due to the write-off during 2000 of cumulative
translation adjustments associated with substantially reduced operations in
Indonesia and other work countries.

Other Income (Expense). Other income (expense) decreased $1.4 million to $1.0
million expense primarily due a full year of amortization of debt issue cost and
losses on equipment disposals.

Provision for Income Taxes. The provision for income taxes increased $5.1
million while pretax income increased $39.8 million. This is the result of
increased taxes on higher taxable income in the United States offset by lower
income taxes in Nigeria due to a decrease in taxable revenue in that country, an
adjustment to the deferred tax assets valuation allowance in the United States
by $2.3 million and settlement of $0.9 million of prior year taxes in Nigeria.
The valuation allowance for deferred tax assets was reduced in each of 2000 and
2001 as a result of significant increases in revenue, earnings, contract awards,
backlog and forecasted earnings for some of our U.S. entities. In addition, we
had $9.2 million of non-taxable gains in 2001 associated with the termination of
benefit plans. The provision for income taxes is impacted by income taxes in
certain countries, primarily Nigeria, being based on deemed profit rather than
taxable income and the fact that losses in one country cannot be used to offset
taxable income in another country.

FISCAL YEAR ENDED DECEMBER 31, 2000, COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1999

Contract Revenue. Contract revenue increased $137.7 million (78%) to $314.3
million due to (a) $124.6 million of increased construction revenue resulting
primarily from new construction contracts in Nigeria, the United States and
Offshore West Africa; and (b) an increase of $24.9 million in specialty services
revenue, principally from operations in Nigeria, Oman and Venezuela; net of
decreased engineering revenue of $11.8 million due to completion in early 2000
of the engineering portion of engineering, procurement and construction
contracts in Nigeria. Nigeria revenue increased $67.1 million (88%) due to
revenue from work performed on engineering, procurement and construction
projects and increased specialty services work. Revenue in the United States
increased $50.0 million (117%) primarily due to construction projects in
Indiana, Illinois and Louisiana performed by RPI and increased engineering work.
Offshore West Africa revenue increased $16.4 million due primarily to work
performed on an engineering, procurement and construction project to install
offshore pipelines and facilities. Oman revenue increased $4.9 million (61%) due
to increased construction and service revenues. Venezuela revenue increased $2.6
million (11%) due to work performed on a water injection platform construction
contract and several new service contracts. Australia revenue increased $1.9
million due to a construction contract started in the second half of 1999 and
completed in July 2000. Indonesia revenue decreased $3.2 million (100%) and
Ivory Coast revenue decreased $2.6 million (100%) due to the completion of work
in 1999 on pipeline projects in those countries. Revenue in all other areas
increased $0.6 million.

Contract Costs. Contract costs increased $121.5 million (84%) to $267.0 million
due to an increase of $114.2 million in construction services cost, an increase
of $15.8 million in specialty services costs and a decrease of $8.5 million in
engineering services cost. Variations in contract costs by country were closely
related to the variations in contract revenue, with the exception of Australia.
Contract costs in Australia exceeded contract revenue by approximately $14.5
million.

Depreciation and Amortization. Depreciation and amortization increased $1.1
million to $22.4 million due to $0.8 million of accelerated amortization of
leasehold improvements related to the Company's vacated office space in Tulsa,
Oklahoma, and $0.9 million of increased amortization resulting from higher
levels of spare parts purchases, offset by a reduction in depreciation expense
as a result of the sale of excess equipment in Venezuela, Indonesia, the United
States and Oman.

General and Administrative. General and administrative expense increased $2.6
million (9%) to $30.2 million. This increase included $3.0 million of general
and administrative expense from RPI, which was acquired in January 2000, and
$3.6 million in office relocation costs that were partially offset by a $4.0
million reduction in general and administrative expense as a result of personnel
reductions and scaling back or eliminating activities.

Operating Loss. Operating loss declined $12.5 million (70%) to an operating loss
of $5.3 million. Increased operating income in Nigeria, Offshore West Africa,
Oman, and the United States in the aggregate was $26.8 million. This improvement
is primarily attributable to a 78% increase in revenue in 2000 over 1999.
Offsetting the improvements in the above work countries was the increased
operating loss in Australia of $14.3 million. This loss is primarily
attributable to unanticipated labor difficulties and delays caused by weather
and a subcontractor.

Net Interest Income (Expense). Net interest income decreased $2.5 million to
$1.9 million net interest expense due to an increase in borrowings and higher
interest rates during the period.

Minority Interest. Minority interest expense increased $0.9 million to $2.4
million due to an increase in activity in countries where minority interest
partners were involved.

Foreign Exchange Gain (Loss). Foreign exchange loss increased $0.6 million to
$1.1 million primarily due to the write-off of cumulative translation
adjustments associated with substantially reduced operations in certain work
countries.

Other Income (Expense). Other income decreased $2.1 million to $0.4 million
primarily due to gains on disposals of equipment in 1999 exceeding gains on
disposals of equipment in 2000.

Provision for Income Taxes. The provision for income taxes increased $2.0
million (61%) primarily due to the increase in taxable revenue in Nigeria,
offset by a $1.2 million deferred tax benefit resulting from recognition in 2000
of a portion of the future tax benefit of operating loss carryforwards in the
United States that were previously fully reserved through a valuation allowance
against deferred tax assets. Although we had a loss before income taxes, a
provision for income taxes was required due to income taxes in certain countries
being based on deemed profit rather than taxable income and the fact that losses
in one country cannot be used to offset taxable income in another country.

EFFECT OF INFLATION AND CHANGING PRICES

Our operations are affected by increases in prices, whether caused by inflation,
government mandates or other economic factors, in the countries in which we
operate. We attempt to recover anticipated increases in the cost of labor, fuel
and materials through price escalation provisions in certain of our major
contracts or by considering the estimated effect of such increases when bidding
or pricing new work.

LIQUIDITY AND CAPITAL RESOURCES

Our primary requirements for capital are to acquire, upgrade and maintain
equipment, provide working capital for current projects, finance the
mobilization of employees and equipment to new projects, establish a presence in
countries where we perceive growth opportunities and finance the possible
acquisition of new businesses and equity investments. Historically, we have met
these capital requirements primarily from operating cash flows, and more
recently from borrowings under our credit facility.

Cash and cash equivalents increased $7.4 million (62%) to $19.3 million at
December 31, 2001, from $11.9 million at December 31, 2000. The increase was due
to cash flows of $24.8 million from operations, $18.4 million from financing
activities resulting from net borrowings, issuance of treasury stock and the
exercise of employee stock options and $0.3 million from the effect of exchange
rate changes on cash and cash equivalents. These increases were partially offset
by $36.1 million of investing activities primarily for the purchase of $28.8
million of equipment and spare parts and $7.4 million for the acquisition of MSI
(net of cash acquired). Working capital increased $14.1 million during 2001 to
$46.2 million at December 31, 2001. Our debt, net of cash balances, at December
31, 2001 was $20.0 million as compared

to $14.4 million at December 31, 2000. Stockholders' equity increased $24.8
million to $96.6 million at December 31, 2001. As a result, our debt (net of
cash) to equity ratio was basically unchanged; going from 20% at the end of 2000
to 21% at December 31, 2001.

Contractual Obligations. We have a $150 million credit agreement with a
syndicated bank group, which was amended effective June 30, 2000. The credit
agreement subjects the $100 million revolving portion of the credit facility to
borrowing base requirements. The entire facility, less amounts used under the
revolving portion of the facility, may be used for standby and commercial
letters of credit. Borrowings are payable at termination on February 20, 2003.
Interest is payable quarterly at a Base Rate plus a margin ranging from 75 to
225 basis points or a Eurodollar Rate plus a margin ranging from 200 to 350
basis points, depending upon our performance. A commitment fee on the unused
portion of the credit agreement is payable quarterly ranging from 47.5 to 75
basis points, depending upon our performance. The credit agreement is
collateralized by substantially all of our assets, including stock of our
principal subsidiaries. The credit agreement restricts the payment of cash
dividends and requires us to maintain certain financial ratios, including among
others, indebtedness to EBITDA, leverage, and interest coverage. The borrowing
base is calculated using varying percentages of cash, accounts receivable,
accrued revenue, contract cost and recognized income not yet billed, property,
plant and equipment, and spare parts.

As of December 31, 2001, there was $39.0 million borrowed under the credit
agreement at an average interest rate of 4.5% and $54.4 million of letters of
credit outstanding, leaving $56.6 million available for a combination of
borrowings and letters of credit.

At December 31, 2001, there were $0.1 million of notes payable issued by RPI to
a bank, collateralized by vehicles and machinery, and payable in monthly
installments of principal plus interest ranging from 6.7% to 9.0% per annum. The
notes mature in 2002.

At December 31, 2001, MSI borrowed $0.1 million under a $1.5 million revolving
credit facility with a bank. The credit facility is collateralized by a
fabrication facility and some real estate and equipment. The facility matures in
2002.

In addition we have 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 is approximately $9.3
million at December 31, 2001. There were no outstanding borrowings at December
31, 2001.

We have certain operating leases for office and camp facilities. Minimum lease
commitments under operating leases as of December 31, 2001, totaled $4.5 million
and are payable as follows: 2002, $1.3 million; 2003, $0.9 million; 2004, $0.8
million; 2005, $0.8 million; 2006, $0.6 million and later years, $0.1 million.

Based upon the above, our total cash obligations are payable as follows: 2002,
$1.5 million; 2003, $39.9 million and later years, $2.3 million.

Commercial Commitments. From time to time we enter into commercial commitments,
usually in the form of commercial and standby letters of credit, insurance bonds
and financial guarantees. Contracts with our customers may require us to provide
letters of credit or insurance bonds with regard to our performance of
contracted services. In such cases, the commitments can be called upon in the
event of our failure to perform contracted services. Likewise, contracts may
allow us to issue letters of credit or insurance bonds in lieu of contract
retention provisions, in which the client withholds a percentage of the contract
value until project completion or expiration of a warranty period. Retention
commitments can be called upon in the event of warranty or project completion
issues, as prescribed in the contracts. In connection with the Chad-Cameroon
Pipeline Project joint venture, we issued a letter of credit to an equipment
leasing company equal to 50% of total lease payments, our share of the joint
venture. The letter of credit reduces as lease payments are made and expires in
October 2002. The commitment can be called upon as a result of failure to make
lease payments.

In connection with our 10% interest in a joint venture in Venezuela, we issued a
corporate guarantee equal to 10% of the joint venture's outstanding borrowings
with two banks. The guarantee reduces as borrowings are repaid, and expires in
March 2003. The commitment as of December 31, 2001 totals $3.8 million.

In 1997 we entered into lease agreements with a special-purpose leasing
partnership for land and an office building for our engineering group in Tulsa,
Oklahoma. The leases are treated for accounting purposes as operating leases.
The initial terms of the leases were for five years with 30 one-year renewal
options and end in August 2002. At the end of the initial terms of the leases,
we can extend the leases with the agreement of the lessor, purchase the leased
assets for $5.5 million or terminate the leases and cause the assets to be sold.
If the assets are sold, the cash proceeds from the sale in excess of $5.5
million will be paid to us by the landlord. In the event cash proceeds are less
than $5.5 million, we will make up the shortfall up to a maximum of $4.7
million. Currently, we believe the fair market value of the property is equal to
or greater than $5.5 million.

A summary of our off-balance sheet commercial commitments as of December 31,
2001 is as follows:

AMOUNT OF
COMMITMENT
EXPIRATION PER PERIOD
---------------------
TOTAL LESS THAN OVER 2
COMMITMENT 2 YEARS YEARS
---------- ---------- -------
(dollar amounts in millions)

Letters of Credit:
Chad-Cameroon Pipeline Project -- performance........... $31.9 $31.9 $ -
Chad-Cameroon Pipeline Project -- equipment lease....... 12.9 12.9 -
Other -- performance and retention...................... 9.6 9.6 -
----- ----- ----
Total letters of credit................................. 54.4 54.4 -
----- ----- ----
Insurance Bonds -- primarily performance related:
Expiring................................................ 6.7 6.7 -
Non-expiring............................................ 2.5 - 2.5
----- ----- ----
Total insurance bonds................................... 9.2 6.7 2.5
----- ----- ----
Corporate guarantee....................................... 3.8 3.8 -
Lease residual value guarantee............................ 4.7 4.7 -
----- ----- ----
Total commercial commitments.............................. $72.1 $69.6 $2.5
===== ===== ====

We do not anticipate any significant collection problems with our customers,
including those in countries that may be experiencing economic and/or currency
difficulties. Since our customers generally are major oil companies and
government entities, and the terms for billing and collecting for work performed
are generally established by contracts, we historically have a very low
incidence of collectability problems.

We believe that cash flows from operations and borrowing capacity under existing
credit facilities will be sufficient to finance working capital and capital
expenditures for ongoing operations. We estimate capital expenditures for
equipment and spare parts to be approximately $25.0 to $35.0 million in 2002. In
analyzing our cash flow from operations, we believe that there are numerous
factors that could and will have an impact on our cash flow, both positively and
negatively; there is not one or two events that should they occur could not be
funded from our operations or borrowing capacity. For a list of events which
could cause actual results to differ from our expectations and a discussion of
risk factors that could impact cash flow, see the section entitled "Risk
Factors."

During 1998 and 1999, we repurchased and held in treasury 2,175,371 shares of
common stock for $16.1 million. We did not repurchase any shares in 2000 or
2001. In January 2000, 1,035,000 shares of treasury stock were issued in
connection with the acquisition of RPI. In October 2001, 144,175 shares of
treasury stock were issued in connection with the acquisition of MSI. As of
December 31, 2001, a total of 996,196 shares remain in treasury stock at an
average price of $7.43 per share.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and
SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires, among
other things, that the purchase method of accounting be used for all business
combinations after June 30, 2001. SFAS No. 142 requires, among other things,
that goodwill and intangible assets with indefinite useful lives acquired after
June 30, 2001 no longer be amortized, but instead be tested for impairment at
least annually. Goodwill and intangible assets acquired before July 1, 2001 will
continue to be amortized until adoption of SFAS No. 142.

We are required to fully adopt the provisions of SFAS No. 142 on January 1,
2002. Amortization expense related to goodwill was $38 thousand for the year
ended December 31, 2000, and $47 thousand for the year ended December 31, 2001.
We do not expect the adoption of SFAS No. 142 to have a material impact on the
consolidated results of operations.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires that an asset retirement cost should be
capitalized as part of the cost of the related long-lived asset and subsequently
allocated to expense using a systematic and rational method. We will adopt SFAS
No. 143 effective January 1, 2003. The transition adjustment, if any, will be
reported as a cumulative effect of a change in accounting principle. At this
time, we cannot reasonably estimate the effect of the adoption of this statement
on either our financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121, Accounting
for Long-Lived Assets and for Long-Lived Assets to be Disposed Of, but retains
its fundamental provisions for recognizing and measuring impairment losses on
long-lived assets held for use and long-lived assets to be disposed of by sale.
We are required to adopt SFAS No. 144 on January 1, 2002. The provisions of SFAS
No. 144 generally are required to be applied prospectively. We do not expect the
adoption of SFAS 144 to have a material impact on our financial position or
results of operations.

FINANCIAL RISK MANAGEMENT

Our primary market risk is our exposure to changes in non-U.S. currency exchange
rates. We attempt to negotiate contracts which provide for payment in U.S.
dollars, but we 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, we
seek to match anticipated non-U.S. currency revenue with expenses in the same
currency whenever possible. To the extent we are unable to match non-U.S.
currency revenue with expenses in the same currency, we may use forward
contracts, options or other common hedging techniques in the same non-U.S.
currencies. We had no forward contracts or options at December 31, 2001 and
2000.

The carrying amounts for cash and cash equivalents, accounts receivable, notes
payable and accounts payable and accrued liabilities shown in the consolidated
balance sheets approximate fair value at December 31, 2001 due to the generally
short maturities of these items. We invest primarily in short-term dollar
denominated bank deposits, and at December 31, 2001 did not have any investment
in instruments with a maturity of more than a few days or in any equity
securities. We have the ability and expect to hold our investments to maturity.

Our exposure to market risk for changes in interest rates relates primarily to
our long-term debt. At December 31, 2001, $39.0 million of indebtedness was
subject to variable interest rates. The weighted average effective interest rate
on the variable rate debt for the twelve months ended December 31, 2001 was
7.6%. The detrimental effect of a hypothetical 100 basis point increase in
interest rates would be to reduce income before income taxes by $0.3 million for
the twelve-month period.

BUSINESS

For a description of current market conditions, our business strategy and our
competitive strengths, see "Prospectus Summary."

CORPORATE STRUCTURE

Willbros Group, Inc. is incorporated in Panama. Panama's General Corporation Law
is substantially modeled on the New York and Delaware corporate laws as they
existed in 1932. Panama does not tax income derived from activities conducted
outside Panama. The principal subsidiaries of Willbros Group, Inc. are Willbros
International, Inc., Rogers & Phillips, Inc., MSI Energy Services, Inc. and
Willbros USA, Inc. All significant operations outside North America are carried
out by material subsidiaries of Willbros International, Inc, which is also a
Panamanian corporation. Such material subsidiaries include Willbros West Africa,
Inc., Willbros (Nigeria) Limited, Willbros (Offshore) Nigeria Limited,
Constructora CAMSA, C.A., The Oman Construction Company LLC, and Willbros
Transandina, S.A. All significant operations in North America are carried out
either by Roger & Phillips, Inc., a Delaware corporation, by MSI Energy
Services, Inc., an Alberta, Canada corporation, or by the material subsidiaries
of Willbros USA, Inc., which is also a Delaware corporation. Such material
subsidiaries of Willbros USA, Inc. include Willbros Engineers, Inc., Willbros
Energy Services Company and Willbros Operating Services, Inc. The Willbros
corporate structure is designed to comply with jurisdictional and registration
requirements associated with work bid and performed and to minimize worldwide
taxation of operating income. Additional subsidiaries may be formed in specific
work countries where necessary or useful for compliance with local laws or tax
objectives.

WILLBROS BACKGROUND

We are 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. energy and interstate natural gas and petroleum products
transportation 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
international 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 interest to Heerema Holding
Construction, Inc. 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 at the time, certain other investors, including Yorktown Energy
Partners, and Heerema. Subsequently, the original Willbros Group, Inc. was
dissolved into the acquiring corporation which was renamed "Willbros Group,
Inc."

WILLBROS MILESTONE PROJECTS

The following are selected milestone projects which we have achieved:

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.
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.
1960 Built the first major liquefied 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.
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.
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.
1970-72 Built the Trans-Ecuadorian Pipeline, crossing the Andes
Mountains, consisting of 315 miles (505 kilometers) of 20-
and 26-inch pipeline, seven pump stations, four
pressure-reducing stations and six storage tanks. Considered
the most logistically difficult pipeline project ever
completed at the time.
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
difficult to access western Amazon basin of Peru. Another
logistics challenge which required lightering from shipping
on the Amazon River.
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.
1987 Rebuilt 25 miles (40 kilometers) of the Trans-Ecuadorian
crude oil pipeline mobilizing to Ecuador in two weeks and
completing work within six months after major portions were
destroyed by an earthquake.
1988-92 Performed 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.
1992-93 Rebuilt oil field gathering systems in Kuwait as part of the
post-war reconstruction effort.
1996-98 Performed an EPC contract with Asamera (Overseas) Limited to
design and construct pipelines, flowlines and related
facilities for the Corridor Block Gas Project located in
southern Sumatra, Indonesia.
1997-98 Carried out a contract for the construction of 120 miles
(200 kilometers) each of 36- and 20-inch pipelines in the
Zuata Region of the Orinoco Belt in Venezuela.

1997-98 Completed 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.
1999-00 Carried out a contract through a joint venture to construct
a 492-mile (792-kilometer), 18-inch gas pipeline in
Australia.
2000 Awarded an EPC contract for the 665-mile (1,070-kilometer),
30-inch crude oil Chad-Cameroon Pipeline Project, through a
joint venture with another international contractor.

SERVICES PROVIDED

We operate in a single operating segment providing contract construction,
engineering and specialty services to the oil, gas and power industries. The
following table reflects our contract revenue by type of service for 2001, 2000
and 1999.

YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2001 2000 1999
------------------ ------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- ------- -------- -------
(dollar amounts in thousands)

Construction service............. $214,456 55.0% $192,270 61.2% $ 67,690 38.4%
Engineering services............. 120,321 30.8 58,709 18.7 70,500 39.9
Specialty services............... 55,357 14.2 63,311 20.1 38,374 21.7
-------- ----- -------- ----- -------- -----
Total.......................... $390,134 100.0% $314,290 100.0% $176,564 100.0%
======== ===== ======== ===== ======== =====

Construction Services

We are one of the most experienced contractors serving the oil, gas and power
industries. Our construction capabilities include the expertise to construct and
replace:

-- large-diameter cross-country pipelines;

-- oil and gas production facilities, pump stations, flow stations, gas
compressor stations, gas processing facilities;

-- other related facilities;

-- offshore platforms, piers, docks and bridges; and

-- offshore pipelines and facilities.

Pipeline Construction. We focus on pipeline construction activity in remote
areas and harsh climates where we believe our experience gives us a competitive
advantage. We believe that we have constructed more miles of pipeline than any
other private sector company. Pipeline construction is capital-intensive, and we
own, lease, operate and maintain a fleet of specialized equipment necessary for
us to engage in the pipeline construction business.

Special equipment and techniques are required to construct pipelines across
wetlands and offshore. The "Willbros 318" is a combination derrick/lay barge
which performs pipelay and marine construction services in offshore West Africa.
We use swamp pipelaying methods extensively in Nigeria, where most of our
construction operations are carried out in the Niger River delta. In addition to
our primary offshore and swamp equipment such as laybarges, dredges and swamp
backhoes, we have a substantial investment in support vessels, including
tugboats, barges, supply boats and houseboats, which are required in order to
maintain our capabilities in offshore and swamp pipeline construction.

Station Construction. Oil and gas companies require various facilities in the
course of producing, processing, storing and moving oil and gas. We are
experienced in and capable of constructing facilities such as pump stations,
flow stations, gas processing facilities, gas compressor stations and metering
stations. We are capable of building such facilities onshore, offshore in
shallow water or in swamp
33

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. Our capabilities have been enhanced by our
experience in dealing with such challenges in numerous countries around the
world.

Marine Construction. Our marine fleet includes lay barges, pile driving barges,
derrick barges and other vessels, which support marine construction operations,
and the "Willbros 318" combination derrick/lay barge to perform shallow water
pipelay and maintenance projects in offshore West Africa. This 300-foot
(91-meter) barge is capable of laying up to 24-inch diameter pipe in up to
200-foot water depths. During 2001, we purchased the "WB82" work/derrick barge
to complement our West Africa marine construction operations. The WB82
work/derrick barge is a 253-foot (78-meter) barge with accommodations for 135
personnel. The WB82 is equipped with a 100-ton revolving crane and is configured
to support the construction, maintenance and repair of marine facilities. In
Venezuela, we construct and install fixed drilling and production platforms,
primarily in Lake Maracaibo, and we are also capable of building bridges, docks,
jetties and mooring dolphins, which are a group of pilings clustered together
and sometimes bound with wire rope.

Engineering Services

We provide project management, engineering and material procurement services to
the oil, gas and power industries and government agencies. We specialize 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, we have
developed expertise in addressing the unique engineering issues involved with
pipeline systems and associated facilities to be installed where climatic
conditions are extreme, areas of environmental sensitivity must be crossed,
fluids which present extreme health hazards must be transported, and fluids
which present technical challenges regarding material selection are to be
transported.

To complement our engineering services, we also provide a full range of field
services, including:

-- surveying;

-- right-of-way acquisition;

-- material receiving and control;

-- construction inspection; and

-- facilities startup assistance.

These services are furnished to a number of oil, gas, power and government
clients on a stand-alone basis, and are provided as part of EPC contracts
undertaken by us.

The buying process of our customers includes close scrutiny of our experience
and capabilities with respect to project requirements. Some of those
requirements are:

-- pipeline and related facility design for harsh climatic conditions;

-- design for pipeline river and wetlands crossings in order to minimize
environmental impact;

-- seismic design of pipeline crossings over active faults;

-- design of pipeline systems transporting hazardous materials;

-- hydraulics analysis for fluid flow in piping systems;

-- project management and engineering services for natural gas transmission
companies;

-- general engineering services for crude oil and refined petroleum products
systems;

-- engineering services for jet fuel storage and aircraft fueling facilities
for U.S. government agencies;
34

-- design of peripheral systems; and

-- computer-based material procurement, tracking and control systems.

Specialty Services

We provide 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 client companies contract with us for the use
of such specialized equipment and experienced personnel. We own and operate a
variety of specialized equipment that is used to support construction projects
and to provide a wide range of oilfield services. Our primary specialty services
include:

-- dredging to establish land locations, excavate trenches or maintain depth
of navigation channels;

-- pipe coating to protect against corrosion;

-- concrete weight coating in marine environments to keep pipeline buried;

-- pipe double jointing to reduce field welding and accelerate construction;

-- fabrication and installation of concrete piles to construct marine
facilities;

-- transportation of offshore oil and gas production equipment to the
production locations;

-- transport of derricks and other heavy equipment between well locations;

-- maintenance and repair services; and

-- facility operations services for those clients desiring third party
operation of facilities.

GEOGRAPHIC REGIONS

Over the years, we have been employed by more than 400 clients to carry out work
in 55 countries. Within the past 10 years, we have worked in Africa, Asia,
Australia, the Middle East, North America and South America. Our relatively
steady base of operations in Canada, Nigeria, Oman, the United States and
Venezuela has been enhanced by major projects in Australia, Bolivia, Cameroon,
Chad, Egypt, Gabon, Indonesia, Ivory Coast, Kuwait and Pakistan.

We operate in the following geographic regions: North America, Africa, South
America, the Middle East, Asia and Australia. The following table reflects our
contract revenue by geographic region for 2001, 2000 and 1999.

North America.................... $208,626 53.5% $ 92,998 29.6% $ 42,981 24.3%
Africa........................... 146,200 37.5 161,556 51.4 79,777 45.2
South America.................... 16,968 4.3 26,141 8.3 23,801 13.5
Middle East...................... 14,303 3.7 12,908 4.1 8,026 4.5
Asia and Australia............... 4,037 1.0 20,687 6.6 21,979 12.5
-------- ----- -------- ----- -------- -----
Total.......................... $390,134 100.0% $314,290 100.0% $176,564 100.0%
======== ===== ======== ===== ======== =====

See Note 13 to the consolidated financial statements included elsewhere in this
prospectus for additional information about operations in our work countries.

North America

We have provided services to the U.S. oil and gas industry for more than 80
years. We believe that the United States will continue to be an important market
for our services. Recent deregulation 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 we expect will result in continued demand for
our services. The demand for natural gas for industrial and power usage in the
United States should increase the demand for new natural gas transportation
infrastructure in the region. We anticipate that supply to satisfy 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, gas
and power sectors. 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.

We are recognized as an industry leader in the United States for providing
state-of-the-art project management, engineering, procurement and construction
services. We maintain a staff of experienced management, construction,
engineering and support personnel in the United States. Currently, we are
providing project management and engineering services for the following
projects: the Gulfstream Natural Gas System to transport natural gas from
southern Alabama and Mississippi to markets throughout central and South
Florida; and the Blue Atlantic Pipeline Project envisioned to bring natural gas
from offshore Northeast Canada to Nova Scotia and New York and New Jersey via
submarine pipeline.

We have recently completed two acquisitions to strengthen our capabilities in
North America. On January 24, 2000, we acquired Rogers & Phillips, Inc., a
closely held pipeline construction company in Houston, Texas, with an
experienced management team and a strong market position in the U.S. Gulf Coast
area. Since our acquisition of "RPI," it has experienced revenue growth from
$21.6 million in 1999 to $85.9 million in 2001. This growth is primarily the
result of synergies developed with our engineering subsidiary in the acquisition
and performance of EPC contracts. On October 12, 2001, we acquired MSI Energy
Services Inc., a Canadian contractor with a strong position in the oil sands
area of northern Alberta; an area in which production is projected to expand
from 600,000 barrels per day in 2000 to more than 1.8 million barrels per day by
2010. Both acquisitions add construction and management capabilities to their
respective markets.

Africa

Africa has been and will continue to be an important strategic market for us. We
believe that there will be opportunities to expand our 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.

Over the past 50 years, we have completed major projects in a number of African
countries, including Nigeria, where we have maintained a continuous presence
since 1962. Our activities in Nigeria are directed from a fully staffed
operational base near Port Harcourt. This 150-acre site includes office and
living facilities, equipment and vehicle repair shops, a marine jetty,
warehouses and fabrication and lay-down areas for both the client's and our
materials and spare parts. We have diversified our range of services by adding
dredging, drydock and pipe coating facilities. Having diverse yet complementary
capabilities has often given us a competitive advantage on projects that contain
several distinct work elements within the project's scope of work. For example,
we believe that we are currently the only contractor operating in the Nigerian
oil and gas sector capable, with our own resources, of executing EPC projects
for pipelines and related facilities for onshore, swamp, and offshore locations.

In September 2000, through a joint venture with another international
contractor, we were awarded a contract to construct the Chad-Cameroon Pipeline
Project. The project scope includes engineering,
36

procurement, and construction of a 665-mile (1,070-kilometer), 30-inch crude oil
pipeline and fiber optic cable from the Doba fields in Chad to an export
terminal on the coast of Cameroon. Engineering and procurement activities began
in 2000. Pipelay activities commenced in the fourth quarter of 2001 and are
expected to continue into 2003.

South America

We have been active in South America since 1939, where our accomplishments
include the construction of five major pipeline crossings of the Andes Mountains
and setting a world altitude record for constructing a pipeline. Recent
developments involving political changes and privatization efforts in many of
the South American countries make this region attractive to us. In particular,
privatization and deregulation in this region are allowing more foreign and
domestic private investment in the energy sector which, until recently, had
traditionally been controlled by state-owned energy companies. We expect gas
transportation projects in Argentina, Bolivia, Brazil, Chile, Peru and Venezuela
to 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 likely need to be built and upgraded so
that the vast crude reserves in these countries can be efficiently exported to
the world market. We are aggressively pursuing business opportunities throughout
South America and currently bidding work or monitoring prospects in Bolivia,
Brazil, Ecuador, Peru and Venezuela. Subsequent to December 31, 2001, we were
selected, in an alliance with another international contractor, to construct a
144-mile (230-kilometer) 32-inch natural gas pipeline in Bolivia for the
Transierra consortium.

Venezuela is the largest oil producer in South America and conservative
estimates place proven reserves at more than 77 billion barrels of oil and 146
trillion cubic feet of natural gas. Venezuela has redirected its energy
initiatives to include development of its significant natural gas reserves. The
government of Venezuela, under Presidente Hugo Chavez, has separated the natural
gas initiative from the oil interests of Petroleos de Venezuela, S. A., the
government owned oil company, to place natural gas projects on an equal footing
with oil projects. This new emphasis on natural gas projects should translate
into more demand for natural gas capabilities such as ours. However, the Chavez
government has also introduced a new national hydrocarbons law which is viewed
by both international and national petroleum industry leaders as unfriendly to
future investment in this sector. The new Hydrocarbons Law replaces the previous
Hydrocarbons Law of 1934 and Venezuela's Nationalization Law of 1975. It
establishes increased royalty rates of 20% to 30%, replacing the prior fixed
royalty rate of 16.6%. All royalties are to be at the higher 30% rate with the
exception of those imposed on mature fields that are less productive or are
being reworked and the four heavy oil projects in the Orinoco Belt. In addition,
the new Hydrocarbons Law eliminates the previous Venezuelan policy of permitting
foreign oil companies to maintain a majority interest in partnerships and
various joint venture operations that they hold with Petroleos de Venezuela
S.A., or "PDVSA," and establishes that PDVSA must be the majority owner. The
outcome of negotiations between the government and private industry to revise
this law is uncertain, and significant new foreign investment is unlikely until
these negotiations are satisfactorily completed.

Middle East

We believe 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 in that region. The majority of future
transportation projects in the region are expected to be centered around natural
gas due to increased regional demand, governments' recognition of gas as an
important asset and an underdeveloped gas transportation infrastructure
throughout the region. We are aggressively pursuing business opportunities
throughout the Middle East and are currently bidding work or monitoring
prospects in Abu Dhabi, Jordan, Kuwait, Oman, Qatar, Saudi Arabia and Yemen.

Our operations in the Middle East date back to 1948. We have worked in most of
the countries in the region, with particularly heavy involvement in Iran,
Kuwait, Oman and Saudi Arabia. Currently, we have ongoing operations in Oman,
where we have been active for more than 35 years. We maintain a fully staffed
facility in Oman with equipment repair facilities and spare parts on site and
offer construction
37

expertise, repair and maintenance services, engineering support, oil field
transport services, materials procurement and a variety of related services to
our clients. In November 1999, we were awarded a five-year contract by Oman LNG
for general maintenance services. Other current operations in Oman include a
general oilfield services contract for Occidental of Oman and an ad hoc service
contract for Petroleum Development Oman. Work carried out in Oman during 2001
and 2000 includes pipeline construction, pipeline maintenance, mechanical
services and flowline work.

Australia and Asia

Australia and Asia continue to be a geographic market of focus due to the
relative abundance of undeveloped natural gas resources. That abundance, and
environmental concerns, favor the use of natural gas for power generation and
industrial and residential usage in Australia and Asia. However, economic and
political difficulties in certain countries in the region caused us to downsize
our Jakarta, Indonesia office in 2000 to a minimum level. Although we currently
have no backlog in Australia and Asia, we are conducting marketing and business
development activities in this market.

BACKLOG

Our backlog was $407.6 million at December 31, 2001, compared to $373.9 million
at December 31, 2000. The following is a breakdown of our backlog by geographic
region as of December 31, 2001 and 2000:

2001 2000
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- -------
(dollar amounts in thousands)

Africa............................................. $204,653 50.2% $230,838 61.7%
North America...................................... 171,750 42.2 106,728 28.6
South America...................................... 27,047 6.6 29,670 7.9
Middle East........................................ 4,103 1.0 6,711 1.8
-------- ----- -------- -----
Total............................................ $407,553 100.0% $373,947 100.0%
======== ===== ======== =====

Our backlog represents anticipated revenue from the uncompleted portions of
existing contracts and contracts whose award is reasonably assured. We believe
the backlog figures are firm, subject only to the cancellation and modification
provisions contained in various contracts.

We expect that approximately $337.2 million (82.7%) of our backlog existing at
December 31, 2001, will be recognized in revenue during 2002. Historically, a
substantial amount of our revenue in a given year has not been reflected in our
backlog at the beginning of that year. We generate revenue from numerous
sources, including contracts of long or short duration entered into during a
year as well as from various contractual processes, including change orders,
extra work, variations in the scope of work and the effect of escalation or
currency fluctuation formulas. These revenue sources are not added to backlog
until realization is assured.

Backlog at the end of 2001 increased $33.7 million (9.0%) from the previous year
end to $407.6 million due mainly to the addition of the Explorer Pipeline
Mainline Expansion Project and other U.S. engineering and construction contracts
and consisted of the following: (a) construction, $207.7 million, down $67.1
million (24.4%); (b) engineering, $154.6 million, up $99.6 million (181.1%); and
(c) specialty services, $45.3 million, up $1.2 million (2.7%). Construction
backlog consisted primarily of the construction project in Chad-Cameroon and
construction projects in Offshore West Africa. Engineering backlog consists
primarily of the Explorer Pipeline Mainline Expansion Project and other
engineering and procurement projects in the United States. Specialty services
backlog was largely attributable to a 16-year injection contract awarded in 1998
to a consortium in which we have a 10% interest in Venezuela, contracts to
build, own and operate four fueling facilities for the United States government,
and service contracts in Oman and Canada. Subsequent to December 31, 2001, we
were selected in an alliance with another international contractor, to construct
144 miles (230 kilometers) of 32-inch natural gas pipeline in Bolivia for the
Transierra consortium.

JOINT VENTURES

From time to time in the ordinary course of our business, we enter into joint
venture agreements with other contractors for the performance of specific
projects. Typically, we seek one or more joint venture partners when a project
requires local content, equipment, manpower or other resources beyond those we
have available to complete work in a timely and efficient manner or when we wish
to share risk on a particularly large project. Our joint venture agreements
identify the work to be performed by each party, procedures for managing the
joint venture work, the manner in which profits and losses will be shared by the
parties, the equipment, personnel or other assets that each party will make
available to the joint venture and the means by which any disputes will be
resolved. We currently are performing two large projects through joint ventures:
the onshore pipeline for The Chad Development Project in Chad and Cameroon,
which we are performing jointly with Spie-Capag (Jersey) Ltd., and The
Transierra Gas Pipeline Project in Bolivia, which we are performing jointly with
Harbert International Establishment S.A.

Willbros is the managing partner for the joint venture for the performance of
the Chad pipeline project. This project, which involves the construction of a
1,070 kilometer crude oil pipeline, has an expected duration of over two years.
The Transierra Gas Pipeline Project, a 230 kilometer pipeline, is less than one
fourth the scope and duration of the Chad project.

CONTRACT PROVISIONS

Most of our revenues are derived from construction, engineering and specialty
services contracts. We enter into four basic types of construction contracts:

-- firm fixed-price or lump sum fixed-price contracts providing for a single
price for the total amount of work or for a number of fixed lump sums for
the various work elements comprising the total price;

-- unit-price contracts, which specify a price for each unit of work
performed;

-- time and materials contracts, under which personnel and equipment are
provided under an agreed schedule of daily rates with other direct costs
being reimbursable; and

-- a combination of the above (such as lump sums for certain items and unit
rates for others).

We enter into three types of engineering contracts:

-- firm fixed-price or lump sum fixed-price contracts;

-- time and materials contracts; 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.

Changes in scope of work are defined by change orders agreed to by both parties.
These changes can impact our contract revenue either positively or negatively.

We usually obtain contracts through competitive bidding or through negotiations
with long-standing clients. We are typically invited to bid on projects
undertaken by our 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.

EMPLOYEES

At December 31, 2001, we employed, directly or through our joint ventures, a
multi-national work force of approximately 3,790 persons, of which over 81% are
citizens of the respective countries in which they work. Although the level of
activity varies from year to year, we have maintained an average work force of
approximately 3,370 over the past five years. The minimum employment during that
period has been 2,010 and the maximum 4,750. At December 31, 2001, approximately
32% of our employees were covered by collective bargaining agreements. We
believe our relations with our employees are satisfactory.

EQUIPMENT

We own, lease and maintain a fleet of generally standardized construction,
transportation and support equipment and spare parts. In 2001 and 2000,
expenditures for capital equipment and spare parts were $28.8 million and $15.4
million, respectively. At December 31, 2001, our net book value of property,
plant, equipment and spare parts was $74.3 million.

Historically, we have preferred to own rather than lease equipment to ensure
that standardized equipment is available as needed. We believe that the
standardization of equipment has resulted in lower equipment costs. We are
constantly evaluating the availability of equipment and may from time to time
pursue the leasing of equipment to support projects. In recent years, the
leasing market for heavy construction equipment in international locales has
become much more competitive. As a result, we have made more significant use of
leasing to support our project equipment requirements. We continue to evaluate
expected equipment utilization, given anticipated market conditions, and may
dispose of underutilized equipment from time to time. All equipment is subject
to scheduled maintenance to maximize fleet readiness. We have maintenance
facilities at Port Harcourt, Nigeria; Azaiba, Oman; Maracaibo, Venezuela; and
Houston, Texas; as well as temporary site facilities on major jobs to minimize
downtime.

INSURANCE COVERAGE

Operational risks are analyzed and categorized by our risk management department
and are insured through a major national insurance broker under a comprehensive
insurance program, which includes commercial insurance policies, consisting of
the types and amounts typically carried by companies engaged in the worldwide
construction industry. We maintain worldwide master policies written through
A-rated insurers. These policies cover our land and marine property, plant,
equipment and cargo against all normally insurable risks, including war risk,
political risk and terrorism, in third-world countries. Other policies cover our
workers and liabilities arising out of our operations. Primary and excess
liability insurance limits are consistent with the level of our asset base.
Risks of loss or damage to project works and materials are often insured on our
behalf by our clients. On other projects, "builders all risk insurance" is
purchased. All insurance is purchased and maintained at the corporate level,
other than certain basic insurance, which must be purchased in some countries in
order to comply with local insurance laws.

The insurance protection we maintain may not be sufficient or effective under
all circumstances or against all hazards to which we may be subject. An
enforceable claim for which we are not fully insured could have a material
adverse effect on our results of operations. We recently renewed our insurance
policies at rates significantly higher than the previous year. In the future,
our ability to maintain insurance, which may not be available at rates we
consider reasonable, may be affected by events over which we have no control,
such as those that occurred on September 11, 2001.

FACILITIES

We own a 14-acre equipment yard/maintenance facility and an adjoining 29-acre
undeveloped industrial site that is under lease to a third party at Broken
Arrow, Oklahoma, a short distance from Tulsa, Oklahoma and a similar facility in
Channelview, Texas, near Houston, that is comprised of 19 acres. In Canada, we
own a 10,000 square foot fabrication shop located on three acres in Fort
McMurray, Alberta. In Venezuela, our offices and construction facilities are
located on 15 acres of land, which we own, on the shores of Lake Maracaibo. We
lease all other facilities used in our 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 the United States, Canada, England, Nigeria, Oman and
Venezuela.

MANAGEMENT

Our Chief Executive Officer, Larry J. Bump, will retire in May 2002, but will
continue to serve as Chairman of the Board. We previously announced that Michael
F. Curran will succeed Mr. Bump as our Chief Executive Officer. Mr. Curran will
continue in his current roles as our President and Chief Operating Officer.

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

NAME AGE POSITION(S)
---- --- -----------

Larry J. Bump........................... 62 Director, Chairman of the Board of
Directors and Chief Executive Officer
Michael F. Curran....................... 61 Director, Vice Chairman of the Board of
Directors, President and Chief Operating
Officer
John K. Allcorn......................... 40 Executive Vice President of Willbros
Group, Inc. and Willbros USA, Inc.
Warren L. Williams...................... 46 Vice President, Chief Financial Officer
and Treasurer
James R. Beasley........................ 59 Senior Vice President of Willbros USA,
Inc. and President of Willbros
Engineers, Inc.
J. K. Tillery........................... 43 Senior Vice President -- Operations of
Willbros International, Inc. and Senior
Vice President of Willbros USA, Inc.
Peter A. Leidel......................... 45 Director
Rodney B. Mitchell...................... 66 Director
Michael J. Pink......................... 64 Director
James B. Taylor, Jr. ................... 63 Director
Guy E. Waldvogel........................ 65 Director
John H. Williams........................ 83 Director

Larry J. Bump joined Willbros in 1977 as President and Chief Operating Officer
and was elected to the board of directors. He was named Chief Executive Officer
in 1980 and elected Chairman of the Board of Directors in 1981. His 42-year
career includes significant U.S. and international pipeline construction
management experience. Prior to joining Willbros, he managed major international
projects in North Africa and the Middle East, and was Chief Executive Officer of
a major international pipeline construction company. Mr. Bump served two terms
as President of the International Pipeline & Offshore Contractors Association.
He also serves as a Director of 3TEC Energy Corporation.

Michael F. Curran joined Willbros in March 2000 as a Director, Vice Chairman of
the Board of Directors, President and Chief Operating Officer. Mr. Curran served
from 1972 to March 2000 as Chairman of the Board of Directors and Chief
Executive Officer of Michael Curran & Associates, a mainline pipeline
construction company in North America and West Africa, prior to joining
Willbros. He has over 40 years of diversified experience in pipeline
construction around the world, including 31 years as President and Chief
Executive Officer of various domestic and international pipeline construction
firms. Mr. Curran also served as President of the Pipe Line Contractors
Association.

John K. Allcorn joined Willbros in May 2000 as Senior Vice President of Willbros
International, Inc. and was elected Executive Vice President of Willbros Group,
Inc. and Willbros USA, Inc. in 2001. Mr. Allcorn was employed at U.S. Pipeline,
Inc., a North American pipeline construction company, as Senior Vice President,
from July 1997 until joining Willbros in May 2000. He served as Vice President
at Gregory & Cook Construction, Inc., an international pipeline construction
company from June 1996 to July 1997. Mr. Allcorn has over 15 years of pipeline
industry experience, including an established record in operations management,
finance and business development.
42

Warren L. Williams joined Willbros in July 2000 as Vice President, Finance and
Accounting, for Willbros USA, Inc. He was elected Vice President, Chief
Financial Officer and Treasurer of Willbros Group, Inc. in 2001. Prior to
joining Willbros, Mr. Williams was employed at TransCoastal Marine Services,
Inc., a marine construction company, from April 1998 to July 2000. Mr. Williams
served as Vice President during the entire period of his employment at
TransCoastal and was named Chief Financial Officer in early 2000. TransCoastal
declared bankruptcy under Chapter 7 of the U.S. Bankruptcy Code in June 2000.
Mr. Williams worked as an independent financial consultant from 1994 to April
1998. Prior to 1994, Mr. Williams worked at the public accounting firm of Ernst
& Young, the last four years as a partner.

James R. Beasley joined Willbros in 1981 when Willbros Engineers, Inc. was
acquired. He was elected Vice President of Willbros Engineers, Inc. in 1981,
Senior Vice President and General Manager in 1982, President in 1986 and Senior
Vice President of Willbros USA, Inc. in 2001. Mr. Beasley has more than 30 years
of experience in pipeline engineering and operations.

J. K. Tillery joined Willbros in 1983 as a field engineer. He has over 20 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 and in 2001, he was named Senior Vice President --
Operations of Willbros International, Inc. and Senior Vice President of Willbros
USA, Inc.

Peter A. Leidel was elected to our board of directors in 1992. Since September
1997, Mr. Leidel has been a founder and partner in, Yorktown Partners, L.L.C.,
an investment management company. From 1983 to September 1997, he was employed
by Dillon, Read & Co., Inc., an investment banking firm, serving most recently
as a Senior Vice President. He also serves as a Director of Cornell Companies,
Inc. and Carbon Energy Corporation.

Rodney B. Mitchell was elected to our board of directors in July 2001. He has
over 30 years of experience in the investment management business. He is
President and Chief Executive Officer of The Mitchell Group, Inc., an investment
advisory firm which he founded in 1989. Previously, Mr. Mitchell formed in 1970
an investment advisory organization, Tallasi Management Company, and served as
President and Chief Executive Officer.

Michael J. Pink was elected to our board of directors in 1996. Mr. Pink has been
a consultant to oil and gas industry investors since January 1997. He served as
First Vice President of Sidanco, a major Russian integrated oil company, from
August 1997 to March 1998. From May 1994 through December 1996, Mr. Pink served
as Group Managing Director of Enterprise Oil plc, an independent oil exploration
and production company. Prior to that time, Mr. Pink was employed for 30 years
with the Royal Dutch/Shell Group at various locations in Europe, the United
States, Africa and the Middle East. He also serves as a Director of ROXAR ASA, a
Norwegian oil and gas technology company.

James B. Taylor, Jr. was elected to our board of directors in February 1999. Mr.
Taylor is currently a Director of TMBR Sharp Drilling, Inc. Mr. Taylor
co-founded Solana Petroleum Corp., a Canadian-based public oil and gas
exploration and production company, in 1997 and served as Chairman of its Board
of Directors until December 2000. From 1996 to 1998, he was a Director and
consultant for Arakis Energy, a Canadian public company with operations in North
America and the Middle East. Prior to that time, he served for 28 years in
various worldwide exploration and operations management positions with
Occidental Petroleum Corporation before retiring in 1996 as Executive Vice
President.

Guy E. Waldvogel was elected to our board of directors in 1990. Mr. Waldvogel
recently retired from Heerema Holding Construction, Inc., a major marine
engineering, fabrication and installation contractor, where he served as
Director and Chief Financial Officer for more than five years. Previously, he
was Senior Executive Vice President of Societe Generale de Surveillance, a
leading international cargo inspection firm. Mr. Waldvogel also serves as a
Director for Bank Julius Baer and Julius Baer Holding AG.

John H. Williams was elected to our board of directors in 1996. Prior to his
retirement at the end of 1978, Mr. Williams was Chairman of the Board and Chief
Executive Officer of The Williams Companies, Inc. He also serves as a Director
for Apco Argentina, Inc., Unit Corporation and Westwood Corp., and is an
honorary member of the board of directors of The Williams Companies, Inc.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock as
of March 1, 2002, and as adjusted to reflect the sale of the shares of common
stock offered by this prospectus, by:

-- each person or entity known by us to beneficially own more than 5% of our
outstanding shares of common stock;

-- each of our directors and each of our executive officers;

-- all of our directors and executive officers as a group; and

-- each selling stockholder.

Except as otherwise indicated below, we believe that each individual or entity
named has sole investment and voting power with respect to the shares of common
stock indicated as beneficially owned by that individual or entity. The number
of shares of common stock outstanding used in calculating the percentage for
each person listed includes the shares of common stock which could be acquired
by that person upon the exercise of an option within 60 days of March 1, 2002,
but excludes the shares of common stock which could be so acquired by any other
person. Percentage of beneficial ownership is based on 14,901,899 shares of
common stock outstanding as of March 1, 2002, and 18,101,899 shares of common
stock to be outstanding after completion of this offering.

The following table also sets forth the number of shares of common stock being
offered by the selling stockholders. Messrs. Bump and Curran are executive
officers and directors of Willbros and more than 5% beneficial owners of our
common stock. Mr. West is an executive officer of a subsidiary of Willbros.

SHARES BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY OWNED
PRIOR TO THIS OFFERING SHARES AFTER THIS OFFERING
-------------------------- BEING --------------------------
NAME OF OWNER OR IDENTITY OF GROUP NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
---------------------------------- ---------- ----------- --------- ----------- ------------

Larry J. Bump(1)..................... 1,301,691(2) 8.7 545,000(3) 756,691 4.2
The Mitchell Group, Inc.(4).......... 995,153 6.7 - 995,153 5.5
Royce & Associates, Inc.(5).......... 917,050 6.2 - 917,050 5.1
Sage Asset Management, L.L.C.(6)..... 845,180 5.7 - 845,180 4.7
Michael F. Curran.................... 837,496(7) 5.6 225,000(3) 612,496 3.4
Husic Capital Management(8).......... 784,000 5.3 - 784,000 4.3
James R. Beasley..................... 185,500(9) 1.2 - 185,500 1.0
John K. Allcorn...................... 166,568(10) 1.1 - 166,568 *
Arthur J. West....................... 130,000 * 30,000 100,000 *
Warren L. Williams................... 63,166(11) * - 63,166 *
Peter A. Leidel...................... 42,872(12) * - 42,872 *
John H. Williams..................... 25,000(13) * - 25,000 *
Guy E. Waldvogel..................... 19,000(14) * - 19,000 *
Michael J. Pink...................... 10,000(15) * - 10,000 *
James B. Taylor, Jr. ................ 8,000(16) * - 8,000 *
Rodney B. Mitchell................... 5,000(17) * - 5,000 *
All executive officers and directors
as a group (11 people)............. 2,664,293(18) 17.2 770,000(3) 1,894,283 10.2

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

* Less than 1%

(1) Mr. Bump's address is 4400 Post Oak Parkway, Suite 1000, Houston, Texas
77027.

(2) Includes (a) 420,000 shares held in a family limited partnership in which
Mr. Bump is the sole general partner, (b) 185,000 shares subject to stock
options which are currently exercisable at an average exercise price of
$9.80 per share, and

(c) 109,101 shares held in the Willbros Employees' 401(k) Investment Plan (the
"401(k) Plan") for the account of Mr. Bump.

(3) Messrs. Bump and Curran have each granted the underwriters a 30-day option
to purchase up to 85,000 and 100,000 shares, respectively, or up to an
aggregate of 185,000 shares, to cover over-allotments, if any, which may be
exercised on a pro-rata basis with the option to cover over-allotments, if
any, granted by us. If the underwriters' over-allotment option is exercised
in full, the number of shares beneficially owned after this offering by
Messrs. Bump and Curran will be reduced by 85,000 and 100,000 shares,
respectively, and the percentage of shares beneficially owned after this
offering by Messrs. Bump and Curran will be 3.7% and 2.8%, respectively,
and the number of shares beneficially owned after this offering by all
executive officers and directors as a group will be reduced by 185,000
shares and the percentage of shares beneficially owned after this offering
by all executive officers and directors as a group will be 9.2%.

(4) Information is as of December 31, 2001, and is based on the Schedule 13G
dated February 5, 2002, which was filed by The Mitchell Group, Inc. Its
address is 1100 Louisiana, Suite 4810, Houston, Texas 77010. The Mitchell
Group is a registered investment adviser and the shares shown are held in
investment advisory accounts managed by it for numerous clients. The
Mitchell Group has full investment discretion with respect to these
accounts.

(5) Information is as of December 31, 2001, and is based on the Schedule 13G
dated February 13, 2002, which was filed on behalf of Royce & Associates,
Inc. Its address is 1414 Avenue of the Americas, New York, New York 10019.

(6) Information is as of December 31, 2001, and is based on the Schedule 13G
dated February 13, 2002, which was filed by Sage Opportunity Fund, L.P.
("Sage"), Sage Master Investments Ltd ("Sage Master"), Sage Asset
Management, L.L.C. ("SAM"), Barry Haimes ("Haimes") and Katherine Hensel
("Hensel"). The address for Sage, SAM, Haimes and Hensel is 153 East 53rd
Street, 48th Floor, New York, New York 10022. The address for Sage Master
is c/o Huntlaw Corporate Services Ltd., P.O. Box 1350GT, The Huntlaw
Building, Grand Cayman, Cayman Islands. SAM is investment manager of Sage
Master and a general partner of Sage. Haimes and Hensel are co-portfolio
managers of SAM. Of the shares shown, (a) Sage has shared voting and
dispositive power with SAM, Haimes and Hensel over 94,000 shares, (b) Sage
Master has shared voting and dispositive power with SAM, Haimes and Hensel
over 751,180 shares, and (c) SAM, Haimes and Hensel have shared voting and
dispositive power over 845,180 shares.

(7) Represents (a) 753,155 shares held in a corporation controlled by Mr.
Curran, (b) 83,500 shares subject to stock options which are currently
exercisable at an average exercise price of $6.14 per share, and (c) 841
shares held in the 401(k) Plan for the account of Mr. Curran. Mr. Curran's
address is 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027.

(8) Information is as of December 31, 2001, and is based on the Schedule 13G
dated February 11, 2002, which was filed on behalf of Husic Capital
Management ("Husic Capital"), Frank J. Husic and Co. ("Husic Co.") and
Frank J. Husic ("Husic"). Their address is 555 California Street, Suite
2900, San Francisco, California 94104. Husic Capital is a registered
investment adviser and the shares shown are held for its investment
advisory clients. Husic Co. is the sole general partner of Husic Capital
and Husic is the sole stockholder of Husic Co.

(9) Includes (a) 67,490 shares held in a trust, of which Mr. Beasley's wife is
trustee, and (b) 118,000 shares subject to stock options which are
currently exercisable at an average exercise price of $9.84 per share. Mr.
Beasley disclaims beneficial ownership over the shares held by his wife.

(10) Includes (a) 100,000 shares subject to stock options which are currently
exercisable at an exercise price of $5.38 per share, and (b) 943 shares
held in the 401(k) Plan for the account of Mr. Allcorn.

(11) Represents (a) 47,500 shares subject to stock options which are currently
exercisable at an average exercise price of $10.39 per share, and (b) 41
shares held in the 401(k) Plan for the account of Mr. Williams.

(12) Includes 14,000 shares subject to stock options which are currently
exercisable at an average exercise price of $10.48 per share.

(13) Includes 10,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2002, at an average
exercise price of $9.90 per share.

(14) Includes 14,000 shares subject to stock options which are currently
exercisable at an average exercise price of $10.48 per share.

(15) Represents 10,000 shares subject to stock options which are currently
exercisable or exercisable within 60 days of March 1, 2002, at an average
exercise price of $9.90 per share.

(16) Represents (a) 1,000 shares held by the James and Sarah Taylor Trust, and
(b) 7,000 shares subject to stock options which are currently exercisable
at an average exercise price of $5.82 per share.

(17) Represents 5,000 shares subject to stock options which are currently
exercisable at an exercise price of $12.70 per share. Does not include the
995,153 shares held by The Mitchell Group, Inc. Mr. Mitchell is a director
and executive officer of The Mitchell Group. Mr. Mitchell disclaims
beneficial ownership of these shares.

(18) For specific information regarding each of the individuals, see footnotes
(2), (7) and (9) through (17) above.

DESCRIPTION OF CAPITAL STOCK

GENERAL

We have 36,000,000 authorized shares of capital stock, consisting of (a)
35,000,000 shares of common stock, par value $0.05 per share; and (b) 1,000,000
shares of Class A preferred stock, par value $0.01 per share.

COMMON STOCK

As of March 1, 2002, 14,901,899 shares of our common stock were outstanding. All
of the outstanding shares of our common stock are fully paid and non-assessable.
The holders of our common stock are entitled to one vote for each share of
common stock held on all matters voted upon by stockholders, including the
election of directors. Holders of our common stock have no right to cumulate
their votes in the election of directors. Subject to the rights of any
then-outstanding shares of our preferred stock, the holders of our common stock
are entitled to receive dividends as may be declared in the discretion of the
board of directors out of funds legally available for the payment of dividends.
We are subject to restrictions on the payment of dividends under the provisions
of our bank credit agreement.

The holders of our common stock are entitled to share equally and ratably in our
net assets upon a liquidation or dissolution after we pay or provide for all
liabilities, subject to any preferential liquidation rights of any preferred
stock that at the time may be outstanding. The holders of our common stock have
no preemptive, subscription, conversion or redemption rights. There are no
governmental laws or regulations in the Republic of Panama affecting the
remittance of dividends, interest and other payments to our nonresident
stockholders so long as we continue not to engage in business in the Republic of
Panama.

Our articles of incorporation contain restrictions, subject to the determination
by the board of directors in good faith and in its sole discretion, on the
transfer of any shares of our common stock in order to prevent us from becoming
a "controlled foreign corporation" under United States tax law. See
"-- Anti-Takeover Effects of Provisions of Our Articles of Incorporation and
By-laws."

CLASS A PREFERRED STOCK

As of the date of this prospectus, there were no outstanding shares of our Class
A preferred stock; however, the board of directors has reserved for issuance
pursuant to our Stockholder Rights Plan described below 35,000 shares of Series
A junior participating 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 specific matters that the board of directors may determine include the
following:

-- the designation of each series;

-- the number of shares of each series;

-- the rate of any dividends;

-- whether any dividends will be cumulative or non-cumulative;

-- the terms of any redemption;

-- the amount payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of our company;

-- rights and terms of any conversion or exchange;

-- restrictions on the issuance of shares of the same series or any other
series; and

-- any voting rights.

The purpose of authorizing the board of directors to determine these 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:

-- decrease the amount of earnings and assets available for distribution to
holders of common stock;

-- adversely affect the rights and powers, including voting rights, of
holders of common stock; and

-- have the effect of delaying, deferring or preventing a change in control.

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.

STOCKHOLDER RIGHTS PLAN

On April 1, 1999, our Board of Directors approved a rights agreement with Mellon
Investor Services LLC, as rights agent, and declared a distribution of one
preferred share purchase right ("Right") for each outstanding share of common
stock. Each Right, when it becomes exercisable, entitles its registered holder
to purchase one one-thousandth of a share of Series A junior participating
preferred stock ("Series A preferred stock") at a price of $30 per one
one-thousandth of a share.

The Rights are attached to and trade with shares of our common stock. Currently,
the Rights are not exercisable and there are no separate certificates
representing the Rights. If the Rights become exercisable, we will distribute
separate Rights certificates. Until that time and as long as the Rights are
outstanding, any transfer of shares of our common stock will also constitute the
transfer of the Rights associated with those common shares. The Rights will
expire on April 15, 2009, unless we redeem or exchange the Rights before that
date.

The Rights will become exercisable upon the earlier to occur of:

-- the public announcement that a person or group of persons has acquired
15% or more of our common stock, except in connection with an offer
approved by our board of directors; or

-- 10 days, or a later date determined by our board of directors, after the
commencement of, or announcement of an intention to commence, a tender or
exchange offer that would result in a person or group of persons
acquiring 15% or more of our common stock.

If any person or group of persons acquire 15% or more of our common stock,
except in connection with an offer approved by our board of directors, each
holder of a Right, except the acquiring person or group, will have the right,
upon exercise of the Right, to receive that number of shares of our common stock
or Series A preferred stock having a value equal to two times the exercise price
of the Right.

In the event that any person or group acquires 15% or more of our common stock
and either (a) we are acquired in a merger or other business combination in
which the holders of all of our common stock immediately prior to the
transaction are not the holders of all of the surviving corporation's voting
power or (b) more than 50% of our assets or earning power is sold or
transferred, then each holder of a Right, except the acquiring person or group,
will have the right, upon exercise of the Right, to receive common shares of the
acquiring company having a value equal to two times the exercise price of the
Right.

The Rights are redeemable in whole, but not in part, by action of the board of
directors at a price of $.005 per Right prior to the earlier to occur of a
person or group acquiring 15% of our common stock or
48

the expiration of the Rights. Following the public announcement that a person or
group has acquired 15% of our common stock, the Rights are redeemable in whole,
but not in part, by action of the board of directors at a price of $.005 per
Right, provided the redemption is in connection with a merger or other business
combination involving our company in which all the holders of our common stock
are treated alike and which does not involve the acquiring person or its
affiliates.

In the event shares of Series A preferred stock are issued upon the exercise of
the Rights, holders of the Series A preferred stock will be entitled to receive,
in preference to holders of common stock, a quarterly dividend payment in an
amount per share equal to the greater of (a) $10 or (b) 1,000 times the dividend
declared per share of common stock. The Series A preferred stock dividends are
cumulative but do not bear interest. Shares of Series A preferred stock are not
redeemable. In the event of liquidation, the holders of the Series A preferred
stock will be entitled to a minimum preferential liquidation payment of $1,000
per share; thereafter, and after the holders of the common stock receive a
liquidation payment of $1.00 per share, the holders of the Series A preferred
stock and the holders of the common stock will share the remaining assets in the
ratio of 1,000 to 1 (as adjusted) for each share of Series A preferred stock and
common stock so held, respectively. In the event of any merger, consolidation or
other transaction in which the shares of common stock are exchanged, each share
of Series A preferred stock will be entitled to receive 1,000 times the amount
received per share of common stock. These rights are protected by antidilution
provisions.

Each share of Series A preferred stock will have 1,000 votes, voting together
with the common stock. In the event that the amount of accrued and unpaid
dividends on the Series A preferred stock is equivalent to six full quarterly
dividends or more, the holders of the Series A preferred stock shall have the
right, voting as a class, to elect two directors in addition to the directors
elected by the holders of the common stock until all cumulative dividends on the
Series A preferred stock have been paid through the last quarterly dividend
payment date or until non-cumulative dividends have been paid regularly for at
least one year.

The stockholder rights plan is designed to deter coercive takeover tactics that
attempt to gain control of our company without paying all stockholders a fair
price. The plan discourages hostile takeovers by effectively allowing our
stockholders to acquire shares of our capital stock at a discount following a
hostile acquisition of a large block of our outstanding common stock and by
increasing the value of consideration to be received by stockholders in
specified transactions following an acquisition.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BY-LAWS

Our articles of incorporation, as amended and restated, and our restated by-laws
contain provisions that might be characterized as anti-takeover provisions.
These provisions may deter or render more difficult proposals to acquire control
of our company, including proposals a stockholder might consider to be in his or
her best interest, impede or lengthen a change in membership of the board of
directors and make removal of our management more difficult.

Classified Board of Directors; Removal of Directors; Advance Notice Provisions
for Stockholder Nominations

Our articles of incorporation provide for the board of directors to be divided
into three classes of directors serving staggered three-year terms, with the
numbers of directors in the three classes to be as nearly equal as possible. Any
director 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 the procedures outlined in our articles of
incorporation. Any proposal to amend or repeal the provisions of our articles of
incorporation 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.

Unanimous Consent of Stockholders Required for Action by Written Consent

Under our restated by-laws, stockholder action may be taken without a meeting
only by unanimous written consent of all of our stockholders.

Issuance of Preferred Stock

As described above, our articles of incorporation authorize 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 these 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 our common
stock and, under certain circumstances, make it more difficult for a third party
to gain control of us.

Restrictions on Transfer of Common Stock

Our articles of incorporation provide for restrictions on the transfer of any
shares of our common stock to prevent us from becoming a "controlled foreign
corporation" under United States tax law. Any purported transfer, including 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 our common stock, is subject to a
determination by our board of directors in good faith, in its sole discretion,
that the transfer would not in any way, directly or indirectly, affect our
status as a non-controlled foreign corporation. The transferee or transferor to
be involved in a proposed transfer must give written notice to our Secretary not
less than 30 days prior to the proposed transfer. In the event of an attempted
transfer in violation of the provisions of our articles of incorporation
relating to the matters contained in this paragraph, the purported transferee
will acquire no rights whatsoever in the transferred shares of common stock.
Nothing in this 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 any action it deems advisable to
refuse to give effect to or to prevent the transfer, including instituting
judicial proceedings to enjoin the transfer.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock, as well as the rights
agent under our rights agreement, is Mellon Investor Services LLC.

MATERIAL UNITED STATES FEDERAL AND PANAMANIAN
INCOME TAX CONSEQUENCES

GENERAL

The following discussion under "-- United States Tax" summarizes the opinion of
Sidley Austin Brown & Wood LLP, our special United States tax counsel, as to the
material United States federal income tax consequences with respect to the
acquisition, ownership and disposition of shares of our common stock. The
following discussion under "-- Panamanian Tax" constitutes the opinion of Arias,
Fabrega & Fabrega, our Panamanian counsel, as to the material Panamanian income
tax consequences applicable to us and a holder of shares of our common stock. We
have filed these opinions with the Securities and Exchange Commission as
exhibits to the registration statement related to this prospectus. See "Where
You Can Find More Information." This discussion is not tax advice nor does it
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 your specific tax circumstances that
would be provided by your own tax advisor. Accordingly, if you are considering
purchasing our common stock, we suggest that you consult with your own tax
advisors as to the United States, Panamanian or other state, local or foreign
tax consequences to you of the acquisition, ownership and disposition of our
common stock.

Sidley Austin Brown & Wood LLP, our special United States tax counsel, is
opining on certain federal income tax issues in connection with this offering.
Sidley Austin Brown & Wood LLP has advised us that its opinion is not binding on
the Internal Revenue Service ("IRS") or any court and that no assurance can be
given that the IRS will not challenge any of the conclusions in such opinion or
that such a challenge would not be successful. Such opinion of Sidley Austin
Brown & Wood LLP relies upon and is premised on the accuracy of factual
statements and representations by us concerning our business and properties,
ownership, organization, sources of income and manner of operation.

UNITED STATES TAX

This summary of United States federal income tax consequences 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.

Taxation of Willbros Group, Inc.

A foreign corporation that is engaged in the conduct of a trade or business in
the United States is taxable at graduated rates on its income that is
"effectively connected" with such trade or business. For this purpose,
"effectively connected income" includes U.S.-source income other than certain
types of passive income and capital gains, and, if the taxpayer has an office or
other fixed place of business in the United States, certain foreign-source
dividends, interest, rents, royalties and income from the sale of property. The
activities of Willbros Group, Inc. and its non-United States subsidiaries are
carried out in a manner that is intended to prevent each of such corporations
from being engaged in the conduct of a trade or business in the United States.
Based on representations made by us and on the assumption that the operations of
Willbros Group, Inc. and its foreign subsidiaries continue to be conducted in
the manner they are presently conducted, Sidley Austin Brown & Wood LLP is of
the opinion that, with exceptions not likely to be material, the income
currently earned by Willbros Group, Inc. and its non-United States subsidiaries
should not be treated as effectively connected income subject to federal income
tax even if such corporations were determined to be engaged in the conduct of a
trade or business in the United States. However, if any material amount of
income earned, currently or historically, by Willbros Group, Inc. or its
non-United States subsidiaries from operations outside the United States
constituted income effectively connected to a United States trade or business,
and as a result became taxable in the United States, we could be subject to
United States tax on a basis significantly more adverse than generally would
apply to

these business operations. In this event, our consolidated operating results
could be materially and adversely affected.

Our United States subsidiaries will be subject to United States federal income
tax on their worldwide income regardless of its source, subject to reduction by
allowable foreign tax credits. Moreover, it should be noted that in the event
that any of the United States subsidiaries of Willbros Group, Inc. performs
services for Willbros Group, Inc. or its non-United States subsidiaries at rates
that are not commensurate with the standard rates that would be charged to an
unrelated party at arm's length for similar services, the IRS would be able,
pursuant to Section 482 of the Code, to allocate additional income to such
United States subsidiaries to reflect arm's-length charges for such services.

Distributions by our United States subsidiaries to us or to our non-United
States subsidiaries may be subject to United States withholding tax.

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

Taxation of Holders of Common Stock

This summary describes the material United States federal income tax
consequences of the acquisition, ownership and disposition of shares of common
stock, but it does not purport to be a comprehensive description of all of the
tax considerations that you may need to consider before deciding to acquire
shares of common stock. This summary applies to you only if you hold our common
stock as a capital asset. This summary does not address all federal income tax
consequences applicable to all categories of investors, some of which may be
subject to special rules, such as broker-dealers, insurance companies,
tax-exempt organizations, financial institutions, investors who are liable for
the alternative minimum tax, investors who hold our common stock as part of a
hedging or conversion transaction, holders whose "functional currency" is not
the U.S. dollar or holders that own (directly, indirectly or through
attribution) 10% or more of our voting shares. This summary also does not
consider the tax treatment of persons who will hold our common stock through
partnerships, S corporations or other pass-through entities. This summary does
not address any aspects of United States taxation other than federal income
taxation.

If you are considering purchasing our common stock, we suggest you consult with
your own tax advisors as to the United States or other tax consequences of the
purchase, ownership and disposition of our common stock in your particular
circumstances, including the effect of any state, local or foreign tax laws.

For purposes of this summary, a "U.S. Holder" means a beneficial owner of our
common stock that is

-- an individual who is a citizen or resident of the United States for U.S.
federal income tax purposes;

-- a corporation, or other entity treated as a corporation, created or
organized under the laws of the United States or of any political
subdivision thereof or therein;

-- an estate the income of which is includable in gross income for United
States federal income tax purposes regardless of its source;

-- 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

-- otherwise subject to United States federal income taxation with respect
to our common stock (including a non-resident alien individual or foreign
corporation that holds, or is deemed to hold, any shares of our common
stock in connection with the conduct of a U.S. trade or business).

A "non-U.S. Holder" is any beneficial owner of our common stock that is not a
U.S. Holder.

Controlled Foreign Corporation Rules. Under the Code, a foreign corporation
will be a controlled foreign corporation ("CFC") if "United States Shareholders"
own, on any day during the corporation's taxable year, more than 50% of either
the total combined voting power of all classes of stock entitled to vote or the
total value of such corporation's stock. A "United States Shareholder" is a U.S.
person who owns (after applying certain attribution rules) 10% or more of the
total combined voting power of all classes of

stock entitled to vote. If Willbros Group, Inc. or any of its non-United States
subsidiaries were to become a CFC, then each person who is a United States
Shareholder would be subject to federal income taxation on such person's share
of certain types of income earned by such corporation. The articles of
incorporation of Willbros Group, Inc. contain restrictions designed to prevent
it from becoming a CFC. See "Description of Capital Stock -- Anti-Takeover
Effects of Provisions of Our Articles of Incorporation and By-laws" above. Based
on the representations made by the management of Willbros Group, Inc. regarding
the nature of the ownership of our common stock (including the representation
that, based on the information available to us, we believe that there is no U.S.
person who (after applying the relevant attribution rules) owns 10% or more of
our common stock), Sidley Austin Brown & Wood LLP is of the opinion that
Willbros Group, Inc. is not a CFC.

Passive Foreign Investment Company Rules. In general, a foreign corporation is
a passive foreign investment company ("PFIC") if either (1) 75% or more of the
gross income of the foreign corporation for the taxable year is passive income
or (2) the average percentage of assets held by the foreign corporation during
the taxable year which produce passive income or which are held for the
production of passive income is at least 50%. Several look-through rules are
applied to determine whether a foreign corporation meets these tests. For
example, a foreign corporation's beneficial share of the income and assets of
its 25%-or-more owned subsidiaries are consolidated with the income and assets
of the parent for purposes of these tests. If a foreign corporation is a PFIC,
then U.S. persons who own its stock will be required to pay an interest charge
when they receive distributions from the PFIC and they will realize ordinary
income, rather than capital gain, from the sale of their shares, unless they
make an election to realize income currently. Based on representations made by
the management of Willbros Group, Inc. regarding the nature of the income and
assets of Willbros Group, Inc. and its subsidiaries, Sidley Austin Brown & Wood
LLP is of the opinion that Willbros Group, Inc. is not a PFIC.

Taxation of Distributions. We do not expect to pay dividends for the foreseeable
future. Nonetheless, to the extent paid from our current or accumulated earnings
and profits as determined under United States federal income tax principles,
distributions made with respect to shares of our common stock (other than
certain distributions of our capital stock or rights to subscribe for shares of
our capital stock) will be includable in income to those of you who are U.S.
Holders as ordinary income on the date you receive the distribution. To the
extent that a distribution exceeds our earnings and profits, it will be treated
as a nontaxable return of capital to those of you who are U.S. Holders to the
extent of your tax basis in your shares of our common stock (and will reduce
your tax basis in the shares), and thereafter as a taxable capital gain. The
amount of the distribution will equal the dollar value of the distribution
received by you. Assuming that we are not at any time engaged in a United States
trade or business, any distributions made with respect to our common stock from
earnings and profits generally will be treated as dividend income from sources
outside the United States. Dividends paid to those of you that are U.S.
corporations will not qualify for the "dividends received deduction" under
Section 243 of the Code.

Assuming that we are not at any time engaged in a United States trade or
business, dividends on our common stock generally should not be subject to
United States federal income tax in the hands of a non-U.S. Holder.

Taxation of Capital Gain. Gain or loss realized by those of you who are U.S.
Holders on the sale or other disposition of shares of our common stock will be
subject to United States federal income tax as capital gain or loss in an amount
equal to the difference between your tax basis in the shares disposed of and the
amount realized on the disposition. This gain will be long-term capital gain if
you have held the shares for more than one year at the time of disposition. Gain
realized by those of you who are U.S. Holders on the sale or other disposition
of shares of our 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 you outside the United States
or you are an individual whose tax home is outside the United States, and
certain other conditions are met. Losses realized by those of you who are U.S.
Holders on the disposition of our common stock generally will be United States
source losses. 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
53

only to offset capital gains in that year. If you are a corporation, you may be
entitled to carry back unused capital losses to the three preceding tax years
and to carry over losses to the following five tax years. If you are not a
corporation, capital losses in a taxable year are deductible to the extent of
any capital gains, plus up to $3,000 of ordinary income. Unused capital losses
of noncorporate U.S. Holders may be carried over indefinitely.

Gain from the sale, exchange or redemption of our common stock generally should
not be subject to United States federal income tax in the hands of a non-U.S.
Holder.

Information Reporting and Backup Withholding. Except as discussed below with
respect to backup withholding, and assuming that we are not at any time engaged
in a United States trade or business, dividends paid by us on our common stock
will not be subject to withholding of U.S. federal income tax. Information
reporting to the U.S. Internal Revenue Service will generally be required with
respect to payments to non-corporate U.S. Holders of dividends on, and proceeds
of sales of, our common stock. If you are a non-corporate U.S. Holder of common
stock, you may be subject to backup withholding at the rate of 30% with respect
to dividends on, and proceeds of sales of, common stock paid to you, unless you
come within various exempt categories and, when required, demonstrate this fact,
or provide a taxpayer identification number, certify as to no loss of exemption
from backup withholding, and otherwise comply with applicable requirements of
the backup withholding rules. This rate is scheduled to be reduced to 29% for
payments made in 2004 and 2005, and 28% for payments made in 2006 and
thereafter. Any amounts withheld under the backup withholding tax rules from a
payment to those of you who are U.S. Holders will be allowed as a refund or a
credit against your U.S. federal income tax liability, provided that the
required information is furnished to the U.S. Internal Revenue Service.

In general, those of you who are non-U.S. Holders will not be subject to
information reporting or backup withholding with respect to payments of
dividends on our common stock or payment of proceeds from the disposition of our
common stock if you timely provide us with a Form W-8BEN (or other applicable
form) certifying under penalties of perjury that you are not a United States
person, your broker or person making such payments possesses other documentation
concerning your account on which the broker or other person is permitted to rely
under Treasury regulations to establish that you are a non-United States person,
or you otherwise establish an exemption.

If you do not establish an exemption, backup withholding and information
reporting will generally apply to payments of dividends on our common stock (not
paid to or through an account maintained outside the United States at a
financial institution) and the gross proceeds of any sale of common stock that
you make through the United States office of any broker, foreign or domestic. As
a general matter, information reporting and backup withholding will not apply to
a payment by or through a foreign office of a foreign broker of the gross
proceeds of a sale of common stock effected outside the United States. However,
unless you establish an exemption, information reporting (but not backup
withholding) will generally apply to payments of dividends on common stock paid
to or through an account maintained outside the United States at a financial
institution and the gross proceeds of any sale of common stock that you make
through a foreign office of a broker that is (i) a United States person as
defined in the Code, (ii) a foreign person that derived 50% or more of its gross
income for certain periods from the conduct of a trade or business in the United
States, (iii) a controlled foreign corporation as defined in the Code, or (iv) a
foreign partnership with certain connections to the United States.

Notwithstanding any Form W-8BEN or other documentary evidence in a broker's
possession, a broker who has actual knowledge or reason to know that you are a
United States person will be required to make backup withholdings and file
information reports with the Internal Revenue Service if the broker is a United
States person or is a foreign person that has certain connections to the United
States.

PANAMANIAN TAX

The following discussion of 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
material Panamanian tax consequences of ownership of shares of our 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. We have not been in the past and do not in the future expect to
be subject to income taxes in Panama because all of our income has arisen from
activities conducted entirely outside Panama. This is the case even though we
maintain our 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
our assets are held and activities are conducted entirely outside of Panama.

UNDERWRITING

We and the selling stockholders have entered into an underwriting agreement with
the underwriters named below. CIBC World Markets Corp., Credit Lyonnais
Securities (USA) Inc., D.A. Davidson & Co., Frost Securities, Inc. and Morgan
Keegan & Company, Inc. are acting as representatives of the underwriters.

The underwriting agreement provides for the purchase of a specific number of
shares of common stock by each of the underwriters. The underwriters'
obligations are several, which means that each underwriter is required to
purchase a specified number of shares, but is not responsible for the commitment
of any other underwriter to purchase shares. Subject to the terms and conditions
of the underwriting agreement, each underwriter has severally agreed to purchase
the number of shares of common stock set forth opposite its name below:

UNDERWRITER NUMBER OF SHARES
----------- ----------------

CIBC World Markets Corp.....................................
Credit Lyonnais Securities (USA) Inc. ......................
D.A. Davidson & Co. ........................................
Frost Securities, Inc. .....................................
Morgan Keegan & Company, Inc. ..............................

------
Total.....................................................
======

The underwriters have agreed to purchase all of the shares offered by this
prospectus (other than those covered by the over-allotment option described
below) if any are purchased. Under the underwriting agreement, if an underwriter
defaults in its commitment to purchase shares, the commitments of non-
defaulting underwriters may be increased or the underwriting agreement may be
terminated, depending on the circumstances.

The shares should be ready for delivery on or about , against payment
in immediately available funds. is the third business day following
the date of this prospectus. The underwriters are offering the shares subject to
various conditions and may reject all or part of any order. The representatives
have advised us and the selling stockholders that the underwriters propose to
offer the shares directly to the public at the public offering price that
appears on the cover page of this prospectus. In addition, the representatives
may offer some of the shares to other securities dealers at such price less a
concession of $ per share. The underwriters may also allow, and such dealers
may reallow, a concession not in excess of $ per share to other dealers.
After the shares are released for sale to the public, the representatives may
change the offering price and other selling terms at various times.

We and some of the selling stockholders have granted the underwriters an
over-allotment option. This option, which is exercisable for up to 30 days after
the date of this prospectus, permits the underwriters to purchase a maximum of
600,000 additional shares (415,000 from us and 185,000 from some of the selling
stockholders) to cover over-allotments. If the underwriters exercise all or part
of this option, they will purchase shares covered by the option at the public
offering price that appears on the cover page of this prospectus, less the
underwriting discount. If this option is exercised in full, the total price to
public will be $ , the total proceeds to us will be $ and the
total proceeds to the selling stockholders will be $ . The underwriters
have severally agreed that, to the extent the over-allotment option is
exercised, they will each purchase a number of additional shares proportionate
to the underwriter's initial amount reflected in the foregoing table.

The following table provides information regarding the amount of the discount to
be paid to the underwriters by us and the selling stockholders:

TOTAL WITHOUT TOTAL WITH FULL
EXERCISE OF EXERCISE OF
OVER-ALLOTMENT OVER-ALLOTMENT
PER SHARE OPTION OPTION
--------- -------------- ---------------

Willbros Group, Inc. .............................. $ $ $
Selling stockholders...............................
------ -------- --------
Total............................................
====== ======== ========

We estimate that the total expenses of the offering, excluding the underwriting
discount, will be approximately $ .

We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.

We, our officers and directors and the selling stockholders have agreed to a
90-day "lock up" with respect to all of the shares of common stock that they
beneficially own, including securities that are convertible into shares of
common stock and securities that are exchangeable or exercisable for shares of
common stock. This means that, subject to certain exceptions, for a period of 90
days following the date of this prospectus, we and such persons may not offer,
sell, pledge or otherwise dispose of these securities without the prior written
consent of CIBC World Markets Corp.

An affiliate of Credit Lyonnais Securities (USA) Inc. is a party to our existing
credit agreement. We intend to use more than ten percent of the net proceeds of
the sale of the shares to repay indebtedness we owe to an affiliate of Credit
Lyonnais Securities (USA) Inc. under the credit agreement. This offering is
being conducted in accordance with the conflict of interest provisions of the
Conduct Rules of the National Association of Securities Dealers, Inc., with
respect to the establishment of the public offering price, by virtue of the fact
that a bona fide independent market for our common stock existed as of the date
of the filing of, and the effective date of, the registration statement. We
anticipate that the public offering price will be determined by us and by the
underwriters based, in part, on the closing price of our common stock on the day
of pricing.

Other than in the United States, no action has been taken by us, the selling
stockholders or the underwriters that would permit a public offering of the
shares of common stock offered by this prospectus in any jurisdiction where
action for that purpose is required. The shares of common stock offered by this
prospectus may not be offered or sold, directly or indirectly, nor may this
prospectus or any other offering material or advertisements in connection with
the offer and sale of any such shares of common stock be distributed or
published in any jurisdiction, except under circumstances that will result in
compliance with the applicable rules and regulations of that jurisdiction.
Persons into whose possession this prospectus comes are advised to inform
themselves about and to observe any restrictions relating to the offering and
the distribution of this prospectus. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any shares of common stock
offered by this prospectus in any jurisdiction in which such an offer or a
solicitation is unlawful.

We have not authorized any offer of the shares to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995
(as amended). The shares may not be offered or sold to persons in the United
Kingdom except in circumstances that do not constitute an offer to the public
within the meaning of such regulations. We and the Underwriters have undertaken
to comply with all applicable provisions of the Financial Services and Markets
Act 2000 with respect to anything done in relation to the shares in, from or
otherwise involving or relating to the United Kingdom.

Our common stock is traded on the New York Stock Exchange under the symbol "WG."

Rules of the Securities and Exchange Commission may limit the ability of the
underwriters to bid for or purchase shares before the distribution of the shares
is completed. However, the underwriters may engage in the following activities
in accordance with the rules:

-- Stabilizing transactions -- The representatives may make bids or
purchases for the purpose of pegging, fixing or maintaining the price of
the shares, so long as stabilizing bids do not exceed a specified
maximum.

-- Over-allotments and syndicate covering transactions -- The underwriters
may sell additional shares of common stock in connection with this
offering over and above the number of shares they have committed to
purchase. This over-allotment creates a short position for the
underwriters. This short sales position may involve either "covered"
short sales or "naked" short sales. Covered short sales are short sales
made in an amount not greater than the underwriters' over-allotment
option to purchase additional shares in this offering described above.
The underwriters may close out any covered short position either by
exercising their over-allotment option or by purchasing shares in the
open market. To determine how they will close the covered short position,
the underwriters will consider, among other things, the price of shares
available for purchase in the open market, as compared to the price at
which they may purchase shares through the over-allotment option. Naked
short sales are short sales in excess of the over-allotment option. The
underwriters must close out any naked short position by purchasing shares
in the open market. A naked short position is more likely to be created
if the underwriters are concerned that, in the open market after pricing,
there may be downward pressure on the price of the shares that could
adversely affect investors who purchase shares in this offering.

-- Penalty bids -- If the representatives purchase shares in the open market
in a stabilizing transaction or syndicate covering transaction, they may
reclaim a selling concession from the underwriters and selling group
members who sold those shares as part of this offering.

Similar to other purchase transactions, the underwriters' purchases to cover the
syndicate short sales or to stabilize the market price of our common stock may
have the effect of raising or maintaining the market price of our common stock
or preventing or mitigating a decline in the market price of our common stock.
As a result, the price of the shares of our common stock may be higher than the
price that might otherwise exist in the open market. The imposition of a penalty
bid might also have an effect on the price of the shares if it discourages
resale of the shares.

Neither we nor the underwriters makes any representation or prediction as to the
effect that the transactions described above may have on the price of the
shares. These transactions may occur on the New York Stock Exchange or
otherwise. If such transactions are commenced, they may be discontinued without
notice at any time.

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the common stock in Canada is being made only on a private
placement basis exempt from the requirement that we and the selling stockholders
prepare and file a prospectus with the securities regulatory authorities in each
province where trades of common stock are made. Any resale of the common stock
in Canada must be made under applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be made
under available statutory exemptions or under a discretionary exemption granted
by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the common stock.

REPRESENTATIONS OF PURCHASERS

By purchasing common stock in Canada and accepting a purchase confirmation a
purchaser is representing to us, the selling stockholders and the dealer from
whom the purchase confirmation is received, that:

-- the purchaser is entitled under applicable provincial securities laws to
purchase the common stock without the benefit of a prospectus qualified
under those securities laws;

-- where required by law, that the purchaser is purchasing as principal and
not as agent; and

-- the purchaser has reviewed the text above under "-- Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of our directors and officers as well as the experts named herein and the
selling stockholders may be located outside of Canada and, as a result, it may
not be possible for Canadian purchasers to effect service of process within
Canada upon us or such persons. All or a substantial portion of our assets or
the assets of such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against us or such persons in Canada
or to enforce a judgment obtained in Canadian courts against us or such persons
outside of Canada.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian legislation.

LEGAL MATTERS

Arias, Fabrega & Fabrega, Panama City, Republic of Panama, as our counsel, will
issue an opinion for us regarding the validity of the shares of common stock
offered by this prospectus and certain Panamanian income tax matters. Certain
United States federal income tax matters will be passed on for us by our special
United States tax counsel, Sidley Austin Brown & Wood LLP, Los Angeles,
California. Certain legal matters will be passed on for us by Conner & Winters,
P.C., Tulsa, Oklahoma, and for the underwriters by Vinson & Elkins L.L.P.,
Houston, Texas. As of the date of this prospectus, attorneys of Conner &
Winters, P.C., beneficially owned approximately 30,460 shares of our common
stock, in the aggregate. Vinson & Elkins L.L.P. has from time to time performed
legal services on our behalf on matters unrelated to this offering.

EXPERTS

Our consolidated financial statements as of December 31, 2001 and 2000, and for
each of the years in the three-year period ended December 31, 2001, have been
included in this prospectus and in the registration statement in reliance on the
report of KPMG LLP, independent accountants, included in this prospectus and our
financial statement schedule as of December 31, 2001 and for each of the years
in the three-year period then ended has been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent accountants, incorporated by reference herein and upon the authority
of said firm as experts in accounting and auditing. The report of KPMG LLP
covering our December 31, 2001 consolidated financial statements refers to our
adoption of Statement of Financial Accounting Standards ("SFAS") No. 141,
Business Combinations, and certain provisions of SFAS No. 142, Goodwill and
Other Intangible Assets in 2001.

ENFORCEABILITY OF CIVIL LIABILITIES
UNDER THE FEDERAL SECURITIES LAWS

We are a corporation organized under the laws of the Republic of Panama. In
addition, two of our directors, Guy E. Waldvogel and Michael J. Pink, are
residents of countries other than the United States and our counsel, Arias,
Fabrega & Fabrega, who will issue opinions for us regarding the legality of the
shares of common stock offered by this prospectus and certain Panamanian income
tax matters, is a law firm located in Panama City, Panama. Accordingly, it may
not be possible to effect service of process on such parties in the United
States and to enforce judgments against them predicated on the civil liability
provisions of the federal securities laws of the United States. Because a
substantial amount of our assets are located outside the United States, any
judgment obtained in the United States against us may not be fully collectible
in the United States. We have been advised by 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. Our
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, 111 Eighth Avenue, New York, New York 10011.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission in connection with this offering. We file annual, quarterly
and current reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy the registration statement and
any other documents we have filed at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the Public Reference Room. Our Securities and Exchange Commission
filings are also available to the public at the Securities and Exchange
Commission's Internet site at http://www.sec.gov.

This prospectus is part of the registration statement and does not contain all
of the information included in the registration statement. Whenever a reference
is made in this prospectus to any of our contracts or other documents, the
reference may not be complete and, for a copy of the contract or document, you
should refer to the exhibits that are part of the registration statement.

The Securities and Exchange Commission allows us to "incorporate by reference"
into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents.
Information incorporated by reference is part of this prospectus, except for any
information that is superseded by information included directly in this
prospectus. Later information filed with the Securities and Exchange Commission
will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the Securities and
Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until this offering is completed.

-- Annual Report on Form 10-K and Amendment Number 1 on Form 10-K/A for the
year ended December 31, 2001 (SEC File No. 1-11953);

-- Current Report on Form 8-K dated May 6, 2002 (SEC File No. 1-11953);

-- The description of our common stock contained in our registration
statement on Form 8-A, dated July 19, 1996 (SEC File No. 1-11953),
including any amendment or report filed before or after the date of this
prospectus for the purpose of updating the description; and

-- The description of our preferred stock purchase rights contained in our
registration statement on Form 8-A, dated April 9, 1999 (SEC File No.
1-11953), including any amendment or report filed before or after the
date of this prospectus for the purpose of updating the description.

In addition, any filings we make with the Securities and Exchange Commission
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of the initial filing of the registration statement and prior to
the effectiveness of the registration statement will be incorporated by
reference in this prospectus.

You may request a copy of these filings, at no cost, by contacting us at:

Willbros USA, Inc.
4400 Post Oak Parkway
Suite 1000
Houston, Texas 77027
Attention: Investor Relations
(713) 403-8000

The reports, proxy statements and other information we file with the Securities
and Exchange Commission can also be inspected and copied at the New York Stock
Exchange, 20 Broad Street, New York, New York 10002. For more information on
obtaining copies of our public filings at the New York Stock Exchange, you
should call (212) 656-5060.

WILLBROS GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

Independent Auditors' Report................................ F-2
Consolidated Balance Sheets -- December 31, 2001 and 2000... F-3
Consolidated Statements of Operations -- Years ended
December 31, 2001, 2000 and 1999.......................... F-4
Consolidated Statements of Stockholders' Equity and
Comprehensive Income -- Years ended December 31, 2001,
2000 and 1999............................................. F-5
Consolidated Statements of Cash Flows -- Years ended
December 31, 2001, 2000 and 1999.......................... F-6
Notes to Consolidated Financial Statements.................. F-7

F-1

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of Willbros Group,
Inc. as of December 31, 2001 and 2000, and the related consolidated statements
of operations, stockholders' equity and comprehensive income and cash flows for
each of the years in the three-year period ended December 31, 2001. 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 auditing standards generally accepted
in the United States of America. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Willbros Group, Inc.
as of December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 1 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and certain provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets" in 2001.

KPMG LLP

Houston, Texas
February 5, 2002

F-2

WILLBROS GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

DECEMBER 31,
-------------------
2001 2000
-------- --------

ASSETS

Current assets:
Cash and cash equivalents................................. $ 19,289 $ 11,939
Accounts receivable, net.................................. 94,604 66,663
Contract cost and recognized income not yet billed........ 17,006 22,765
Prepaid expenses.......................................... 3,664 2,666
-------- --------
Total current assets................................... 134,563 104,033
Spare parts, net............................................ 5,965 5,495
Property, plant and equipment, net.......................... 68,349 57,070
Other assets................................................ 15,258 9,527
-------- --------
Total assets........................................... $224,135 $176,125
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current portion of long-term debt....... $ 284 $ 217
Accounts payable and accrued liabilities.................. 60,125 61,960
Accrued income taxes...................................... 7,871 4,952
Contract billings in excess of cost and recognized
income................................................. 20,061 4,825
-------- --------
Total current liabilities......................... 88,341 71,954
Long-term debt.............................................. 39,000 26,081
Other liabilities........................................... 237 6,344
-------- --------
Total liabilities................................. 127,578 104,379
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 15,728,191 shares issued at December 31,
2001 (15,206,495 at December 31, 2000)................. 786 760
Capital in excess of par value............................ 72,915 68,373
Retained earnings......................................... 31,205 12,125
Treasury stock at cost, 996,196 shares at December 31,
2001
(1,140,371 shares at December 31, 2000).............. (7,403) (8,474)
Notes receivable for stock purchases...................... (8) (43)
Accumulated other comprehensive income (loss)............. (938) (995)
-------- --------
Total stockholders' equity........................ 96,557 71,746
-------- --------
Total liabilities and stockholders' equity........ $224,135 $176,125
======== ========

See accompanying notes to consolidated financial statements.

F-3

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------

Contract revenue...................................... $ 390,134 $ 314,290 $ 176,564
Operating expenses (income):
Contract............................................ 315,685 266,969 145,498
Termination of benefit plans........................ (9,204) - -
Depreciation and amortization....................... 19,522 22,408 21,313
General and administrative.......................... 29,975 30,218 27,548
----------- ----------- -----------
355,978 319,595 194,359
----------- ----------- -----------
Operating income (loss)..................... 34,156 (5,305) (17,795)
Other income (expense):
Interest income..................................... 377 677 801
Interest expense.................................... (2,461) (2,542) (214)
Foreign exchange loss............................... (117) (1,101) (501)
Minority interest................................... (1,501) (2,449) (1,541)
Other -- net........................................ (990) 385 2,532
----------- ----------- -----------
(4,692) (5,030) 1,077
----------- ----------- -----------
Income (loss) before income taxes........... 29,464 (10,335) (16,718)
Provision for income taxes............................ 10,384 5,257 3,300
----------- ----------- -----------
Net income (loss)........................... $ 19,080 $ (15,592) $ (20,018)
=========== =========== ===========
Income (loss) per common share:
Basic............................................... $ 1.32 $ (1.11) $ (1.54)
=========== =========== ===========
Diluted............................................. $ 1.27 $ (1.11) $ (1.54)
=========== =========== ===========
Weighted average number of common shares outstanding:
Basic............................................... 14,442,035 14,017,857 13,029,665
=========== =========== ===========
Diluted............................................. 15,074,166 14,017,857 13,029,665
=========== =========== ===========

See accompanying notes to consolidated financial statements.

F-4

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

ACCUMULATED
OTHER
COMMON STOCK NOTES COMPRE- TOTAL
------------------ CAPITAL IN RECEIVABLE HENSIVE STOCK-
PAR EXCESS OF RETAINED TREASURY FOR STOCK INCOME HOLDERS'
SHARES VALUE PAR VALUE EARNINGS STOCK PURCHASES (LOSS) EQUITY
---------- ----- ---------- -------- -------- ---------- ----------- --------

Balance, January 1, 1999......... 15,071,715 $753 $67,613 $ 49,914 $ (8,590) $(982) $(1,774) $106,934
Comprehensive income (loss):
Net loss................... - - - (20,018) - - - (20,018)
Foreign currency
translation
adjustments............. - - - - - - 93 93
--------
Total comprehensive
loss.................. (19,925)
Payment of notes receivable.... - - - - - 675 - 675
Purchase of treasury stock..... - - - - (7,574) - - (7,574)
Issuance of common stock under
employee benefit plan........ 51,238 3 311 - - - - 314
Exercise of stock options...... 500 - 3 - - - - 3
---------- ---- ------- -------- -------- ----- ------- --------
Balance, December 31, 1999....... 15,123,453 756 67,927 29,896 (16,164) (307) (1,681) 80,427
Comprehensive income (loss):
Net loss................... - - - (15,592) - - - (15,592)
Foreign currency
translation
adjustments............. - - - - - - 686 686
--------
Total comprehensive
loss.................. (14,906)
Payment of notes receivable.... - - - - - 264 - 264
Issuance of treasury stock..... - - - (2,179) 7,690 - - 5,511
Issuance of common stock under
employee benefit plan........ 42,542 2 241 - - - - 243
Exercise of stock options...... 40,500 2 205 - - - - 207
---------- ---- ------- -------- -------- ----- ------- --------
Balance, December 31, 2000....... 15,206,495 760 68,373 12,125 (8,474) (43) (995) 71,746
Comprehensive income (loss):
Net income................. - - - 19,080 - - - 19,080
Foreign currency
translation
adjustments............. - - - - - - 57 57
--------
Total comprehensive
income................ 19,137
Payment of notes receivable.... - - - - - 35 - 35
Issuance of treasury stock..... - - 779 - 1,071 - - 1,850
Issuance of common stock under
employee benefit plan........ 25,446 1 305 - - - - 306
Exercise of stock options...... 496,250 25 3,458 - - - - 3,483
---------- ---- ------- -------- -------- ----- ------- --------
Balance, December 31, 2001....... 15,728,191 $786 $72,915 $ 31,205 $ (7,403) $ (8) $ (938) $ 96,557
========== ==== ======= ======== ======== ===== ======= ========

See accompanying notes to consolidated financial statements.

F-5

WILLBROS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

YEAR ENDED DECEMBER 31,
------------------------------
2001 2000 1999
-------- -------- --------

Cash flows from operating activities:
Net income (loss)......................................... $ 19,080 $(15,592) $(20,018)
Reconciliation of net income (loss) to cash provided by
(used in) operating activities:
Termination of benefit plans........................... (9,204) - -
Depreciation and amortization.......................... 19,522 22,408 21,313
Loss (gain) on sales and retirements of property and
equipment............................................ 402 (4) (2,897)
Deferred income tax benefit............................ (1,466) (1,193) -
Changes in operating assets and liabilities:
Accounts receivable.................................. (25,333) (11,900) (10,551)
Contract cost and recognized income not yet billed... 5,759 (9,305) (5,060)
Prepaid expenses and other assets.................... (2,363) 73 (1,326)
Accounts payable and accrued liabilities............. 772 23,984 (98)
Accrued income taxes................................. 2,351 (596) (971)
Contract billings in excess of cost and recognized
income............................................ 15,236 (4,414) 4,436
Other liabilities.................................... - (421) 1,131
-------- -------- --------
Cash provided by (used in) operating activities... 24,756 3,040 (14,041)
Cash flows from investing activities:
Acquisitions, net of cash acquired........................ (7,410) (14) -
Proceeds from sales of property and equipment............. 162 5,330 17,111
Purchase of property and equipment........................ (22,223) (8,792) (7,983)
Purchase of spare parts................................... (6,595) (6,559) (4,262)
-------- -------- --------
Cash provided by (used in) investing activities... (36,066) (10,035) 4,866
Cash flows from financing activities:
Proceeds from long-term debt.............................. 75,000 55,000 15,500
Proceeds from notes payable to banks...................... 1,674 979 481
Proceeds from common stock................................ 3,789 450 317
Collection of notes receivable for stock purchases........ 35 264 675
Repayment of long-term debt............................... (62,000) (44,791) -
Repayment of notes payable to banks....................... (2,104) (1,460) (525)
Sale (purchase) of treasury stock......................... 1,979 - (7,574)
Repayment of notes payable to former shareholders......... - - (233)
-------- -------- --------
Cash provided by financing activities............. 18,373 10,442 8,641
Effect of exchange rate changes on cash and cash
equivalents............................................... 287 686 93
-------- -------- --------
Cash provided by (used in) all activities................... 7,350 4,133 (441)
Cash and cash equivalents, beginning of year................ 11,939 7,806 8,247
-------- -------- --------
Cash and cash equivalents, end of year...................... $ 19,289 $ 11,939 $ 7,806
======== ======== ========

See accompanying notes to consolidated financial statements.

F-6

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company -- Willbros Group, Inc. ("WGI"), a Republic of Panama corporation, and
all of its majority-owned subsidiaries (the "Company") provide construction,
engineering and specialty services to the oil, gas and power industries. The
Company's principal markets are Africa, Asia, Australia, the Middle East, South
America, Canada and the United States.

Principles of Consolidation -- The consolidated financial statements of the
Company include the accounts of WGI and all of its majority-owned subsidiaries.
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. Interests in
unconsolidated joint ventures are accounted for on the equity method in the
consolidated balance sheets and on a proportionate consolidation basis in the
consolidated statements of operations.

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 revenue and expenses. Actual results could differ
significantly from those estimates.

Reclassifications -- Certain reclassifications have been made to the 2000
balances in order to conform with the 2001 presentation.

Accounts Receivable -- Accounts receivable include retainage, all due within one
year, of $1,819 in 2001 and $858 in 2000 and are stated net of allowances for
bad debts of $734 in 2001 and $508 in 2000. The provision (credit) for bad debts
was $(290) in 2001, $(154) in 2000 and $573 in 1999.

Spare Parts -- Spare parts (excluding expendables), stated net of accumulated
depreciation of $10,882 in 2001 and $13,509 in 2000, are depreciated over three
years on the straight-line method.

Property, Plant and Equipment -- Depreciation is provided on the straight-line
method using estimated lives as follows:

Construction equipment...................................... 4-6 years
Marine equipment............................................ 10 years
Transportation equipment.................................... 3-4 years
Buildings, furniture and equipment.......................... 3-20 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 in advance
of actual overhaul activities and are allocated to contracts based on estimates
of equipment condition. Significant renewals and betterments are capitalized.

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.

F-7

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill -- Goodwill represents the excess of purchase price over fair value of
net assets acquired. Goodwill acquired prior to July 1, 2001 is being amortized
on a straight-line basis over twenty years, until adoption of the
non-amortization of goodwill provision of Statement of Financial Accounting
Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" in 2002. The
Company adopted SFAS No. 141, "Business Combinations" and certain provisions of
SFAS No. 142 as of July 1, 2001. Goodwill acquired after July 1, 2001 of $3,406
is not amortized, but instead is tested for impairment at least annually. At
December 31, 2001, goodwill of $4,383, less accumulated amortization of $85, is
included in other assets. Prior to January 1, 2002, the Company assessed the
recoverability of goodwill using estimates of undiscounted future cash flows.

Revenue -- Construction and engineering fixed-price contracts and cost plus
fixed fee contracts are accounted for using the percentage-of-completion method.
Under this method, estimated contract revenue is generally accrued based on the
percentage the costs to date bear to total estimated costs, taking into
consideration physical completion. Estimated contract losses are recognized in
full when determined. Revenue from unit-price contracts and from time and
material contracts is recognized as earned. Revenue from change orders, extra
work, variations in the scope of work and claims is recognized when realization
is reasonably assured. Costs incurred for bidding and obtaining contracts are
expensed as incurred.

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
temporary differences between the financial statement carrying values of assets
and liabilities and their respective tax bases. The provision for income taxes
is impacted by income taxes in certain countries, primarily Nigeria, being based
on deemed profit rather than taxable income.

Retirement Plans and Benefits -- During 2001, the Company terminated its defined
benefit retirement plans and postretirement medical benefits plan that provided
retirement benefits to substantially all regular employees. Pension costs were
funded in accordance with annual actuarial valuations. The Company recorded the
cost of postretirement medical benefits, which were funded on the pay-as-you-go
basis, over the employees' working lives. The Company has a voluntary defined
contribution retirement plan that is qualified, and is contributory on the part
of the employees.

Common Stock Options -- The Company measures stock-based compensation using the
intrinsic value method of accounting prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations, and provides pro-forma disclosure as required by Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". As such, compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of
grant over the exercise price.

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 for countries in which the local
currency is the functional currency. Non-monetary assets and liabilities in
highly inflationary economies are translated into United States dollars at
historical exchange rates. Translation adjustments are accumulated in other
comprehensive income (loss). 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. During 2000, $854 was transferred from cumulative translation
adjustments in stockholders' equity to foreign exchange loss due to the
substantial reduction of operations in certain countries.

F-8

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk -- The Company has a concentration of customers in
the oil, gas and power industries which exposes the Company to a concentration
of credit risks 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.

Fair Value of Financial Instruments -- The carrying value of financial
instruments does not materially differ from fair value.

Cash Flows -- In the determination of cash flows, all highly liquid investments
with maturities of less than three months are considered to be cash equivalents.
The Company paid interest of $2,858 in 2001, $2,216 in 2000 and $76 in 1999 and
income taxes of $8,650 in 2001, $7,249 in 2000, and $3,474 in 1999.

Earnings (Loss) per Share -- Basic earnings (loss) per share is calculated by
dividing net income, less any preferred dividend requirements, by the
weighted-average number of common shares outstanding during the year. Diluted
earnings (loss) per share is calculated by including the weighted-average number
of all potentially dilutive common shares with the weighted-average number of
common shares outstanding.

Derivative Financial Instruments -- The Company may use derivative financial
instruments such as forward contracts, options or other financial instruments as
hedges to mitigate non-U.S. currency exchange risk when the Company is unable to
match non-U.S. currency revenue with expenses in the same currency. The Company
had no derivative financial instruments as of December 31, 2001 or 2000.

2. ACQUISITIONS

On October 12, 2001, the Company successfully completed its tender offer for all
outstanding shares of MSI Energy Services Inc. ("MSI"), a general contractor in
Alberta, Canada. The acquisition establishes the Company's presence in Canada.
The aggregate purchase price, including transaction costs, was $8,295.
Concurrently, the Company sold to certain MSI shareholders 144,175 common shares
of treasury stock with an assigned value of $1,850, the market price at the date
the transaction was announced. The net cash of $6,445 paid to purchase MSI was
funded through borrowings under the Company's principal credit agreement. The
transaction was accounted for as a purchase.

On January 24, 2000, the Company acquired Rogers & Phillips, Inc. ("RPI"), a
closely held United States pipeline construction company. The consideration
included 1,035,000 shares of treasury stock valued at $5,511 and approximately
$1,710 in cash and transaction costs. The transaction was accounted for as a
purchase.

The fair value of the net assets acquired from these acquisitions was as
follows:

MSI RPI
------- -------

Current assets.............................................. $ 3,549 $ 6,615
Property, plant and equipment............................... 3,318 3,523
Current liabilities......................................... (1,080) (3,044)
Deferred income taxes....................................... (482) (515)
Term debt................................................... (416) (335)
------- -------
4,889 6,244
Goodwill, included in other assets.......................... 3,406 977
------- -------
$ 8,295 $ 7,221
======= =======

F-9

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

2. ACQUISITIONS (CONTINUED)

The unaudited pro forma results of operation for the MSI acquisition, had the
acquisition occurred at January 1, 2000, would have been:

YEAR ENDED DECEMBER 31,
-----------------------
2001 2000
---------- ----------

Revenue..................................................... $397,202 $327,411
Net income (loss)........................................... 19,465 (14,825)
Income (loss) per common share:
Basic..................................................... 1.34 (1.05)
Diluted................................................... 1.28 (1.05)

The unaudited pro forma results of operations for the RPI acquisition, had the
acquisition occurred at January 1, 1999, for revenue would have been $314,290 in
2000 and $198,179 in 1999. Pro forma results of net loss and net loss per share
would not have been materially different from reported results.

3. CONTRACTS IN PROGRESS

Most contracts allow for progress billings to be made during the 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:

DECEMBER 31,
-------------------
2001 2000
-------- --------

Costs incurred on contracts in progress..................... $310,926 $198,369
Recognized income........................................... 65,473 58,686
-------- --------
376,399 257,055
Progress billings and advance payments...................... 379,454 239,115
-------- --------
$ (3,055) $ 17,940
======== ========

Contract cost and recognized income not yet billed.......... $ 17,006 $ 22,765
Contract billings in excess of cost and recognized income... (20,061) (4,825)
-------- --------
$ (3,055) $ 17,940
======== ========

During the year ended December 31, 2000, the costs to complete a project in
Australia exceeded the cost to complete estimate at December 31, 1999 by
$14,500. This resulted in a loss on the project in 2000 of the same amount.

F-10

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, which are used to secure debt or are subject to
lien, at cost, consist of:

DECEMBER 31,
-------------------
2001 2000
-------- --------

Construction equipment...................................... $ 49,201 $ 39,907
Marine equipment............................................ 51,154 46,874
Transportation equipment.................................... 20,795 17,324
Land, buildings, furniture and equipment.................... 26,658 24,251
-------- --------
147,808 128,356
Less accumulated depreciation and amortization.............. 79,459 71,286
-------- --------
$ 68,349 $ 57,070
======== ========

5. JOINT VENTURES

The Company has investments, ranging from 10 percent to 50 percent, in joint
ventures that operate in similar lines of business as the Company. Investments
consist of a 10 percent interest in a consortium for work in Venezuela, a 35
percent interest in a joint venture for work in Australia and a 50 percent
interest in a joint venture for work in Africa. Interests in these
unconsolidated ventures are accounted for under the equity-method in the
consolidated balance sheets and on a proportionate consolidation basis in the
consolidated statements of operations.

The Company's proportionate share of revenue and contract cost included in the
consolidated statements of operations from these ventures consist of:

YEAR ENDED DECEMBER 31,
---------------------------
2001 2000 1999
------- ------- -------

Contract revenue............................................ $42,483 $25,546 $21,633
Contract cost............................................... 31,637 39,913 22,164

The Company's investments in and advances to and from these ventures consist of:

DECEMBER 31,
---------------
2001 2000
------ ------

Due from joint ventures, included in accounts receivable.... $5,313 $ 662
Equity in and advances to joint ventures, included in other
assets.................................................... 7,686 4,434
Payable to joint ventures, included in accounts payable..... - 1,845

F-11

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

5. JOINT VENTURES (CONTINUED)

Summarized balance sheet information for the significant joint venture in Africa
(accounted for under the equity-method in the consolidated balance sheets) is as
follows:

DECEMBER 31,
-----------------
2001 2000
------- -------

Current assets.............................................. $31,221 $12,406
Non-current assets.......................................... 16,257 -
------- -------
Total....................................................... $47,478 $12,406
======= =======

Liabilities, current........................................ $44,471 $12,406
Equity...................................................... 3,007 -
------- -------
Total....................................................... $47,478 $12,406
======= =======

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of:

DECEMBER 31,
-----------------
2001 2000
------- -------

Trade payables.............................................. $48,075 $45,736
Payrolls and payroll liabilities............................ 9,914 12,894
Equipment reconditioning and overhaul reserves.............. 2,136 3,330
------- -------
$60,125 $61,960
======= =======

7. NOTES PAYABLE AND LONG-TERM DEBT

Notes payable and long-term debt consist of the following:

DECEMBER 31,
-----------------
2001 2000
------- -------

$150,000 revolving credit agreement with a syndicated bank
group..................................................... $39,000 $26,000
Revolving credit agreement for MSI.......................... 112 -
Notes payable issued by RPI to a bank....................... 131 298
Other obligations........................................... 41 -
------- -------
Total long-term debt........................................ 39,284 26,298
Less current portion........................................ 284 217
------- -------
Long-term debt, less current portion........................ $39,000 $26,081
======= =======

The Company and certain affiliated companies have a $150,000 credit agreement
with a syndicated bank group that was amended effective June 30, 2000. The
credit agreement subjects the $100,000 revolving portion of the credit facility
to borrowing base requirements. The entire facility, less amounts used under the
revolving portion of the facility, may be used for standby and commercial
letters of credit. Borrowings are payable at termination on February 20, 2003.
Interest is payable quarterly at a Base Rate plus a margin ranging from 0.75% to
2.25% or a Eurodollar Rate plus a margin ranging from 2.00% to 3.50%, depending
on Company performance. A commitment fee on the unused portion of the credit
agreement is

F-12

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

7. NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)

payable quarterly ranging from 0.475% to 0.75%, depending on Company
performance. The credit agreement is collateralized by substantially all of the
Company's assets, including stock of the principal subsidiaries of the Company.
The credit agreement restricts the payment of cash dividends and requires the
Company to maintain certain financial ratios. The borrowing base is calculated
using varying percentages of cash, accounts receivable, accrued revenue,
contract cost and recognized income not yet billed, property, plant and
equipment, and spare parts. Debt issue costs of $1,048, less accumulated
amortization of $943, are included in other assets at December 31, 2001.

As of December 31, 2001, there was $39,000 borrowed under the credit agreement
at an average interest rate of 4.5% and $54,375 of letters of credit outstanding
leaving $56,625 available for a combination of borrowings and letters of credit.

At December 31, 2001, there was $131 of notes payable issued by RPI to a bank,
collateralized by vehicles and machinery, and payable in monthly installments
including interest from 6.7% to 9.0% per annum. The notes mature in 2002.

At December 31, 2001, MSI borrowed $112 under a $1,500 revolving credit facility
with a bank and is collateralized by a fabrication facility and certain real
estate and pieces of equipment. The facility matures in 2002.

The Company has unsecured credit facilities with banks in certain countries
outside the United States. Borrowings 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 $9,289 at December 31,
2001. There were no outstanding borrowings at December 31, 2001 or 2000.

8. RETIREMENT BENEFITS

The Company had two defined benefit plans (pension plans) covering substantially
all regular employees which were funded by employee and Company contributions.
The Company's funding policy was 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 were determined by employee
earnings and credited service. The Company had a post-retirement medical
benefits plan that covered substantially all regular employees and was funded by
Company and retiree contributions based on estimated cost. The defined benefit
plans and the post-retirement medical benefit plan were terminated during 2001.

Plan assets of the pension plans consisted primarily of listed stocks and bonds.
Pension plan assets totaling $35,985 were distributed to plan participants
during the year. At December 31, 2001, assets totaling $494 remained in the
pension plan, pending distribution to plan participants. The post-retirement
medical benefit plan had no assets. Upon termination of these plans, all
benefits ceased and the liabilities relating to the accrued cost of future
benefits were reversed resulting in non-cash, non-taxable gains of $9,204, which
are reflected as a reduction of operating expenses in the 2001 consolidated
statements of operations.

F-13

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

8. RETIREMENT BENEFITS (CONTINUED)

Benefit expense for these plans included the following components:

POSTRETIREMENT
PENSION BENEFITS MEDICAL BENEFITS
--------------------------- -------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------- -------------------------
2001 2000 1999 2001 2000 1999
------- ------- ------- -------- ----- ------

Service cost........................ $ 714 $ 1,084 $ 1,692 $ 56 $119 $ 157
Interest cost....................... 2,260 2,347 2,244 215 365 274
Expected return on plan assets...... (2,418) (3,155) (2,914) - - -
Recognized net actuarial loss
(gain)............................ (323) (960) (188) (27) (93) (108)
Amortization of transition asset.... (29) (29) (29) - - -
Amortization of prior service
cost.............................. 45 133 95 (12) (22) (22)
Curtailment......................... 73 - - - - -
Amendments.......................... (220) 170 - - - -
------- ------- ------- ------- ---- -----
102 (410) 900 232 369 301
Settlement gain..................... (3,170) - - (6,034) - -
------- ------- ------- ------- ---- -----
$(3,068) $ (410) $ 900 $(5,802) $369 $ 301
======= ======= ======= ======= ==== =====

The retirement benefit obligations were determined using a weighted-average
discount rate 7.75 percent at December 31, 2000, and 8.0 percent at December 31,
1999. For pension benefits the rate of increase in future pay increases was 5.5
percent at December 31, 2000 and 1999, and assets were expected to have a
long-term rate of return of 8.5 percent. The transition asset was being
amortized over 15 years.

F-14

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

8. RETIREMENT BENEFITS (CONTINUED)

The following table sets forth the changes in benefit obligations and plan
assets and the reconciliation of the funded status of the plans to the accrued
benefit cost:

POSTRETIREMENT
PENSION BENEFITS MEDICAL BENEFITS
----------------------------- ---------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
----------------------------- ---------------------------
2001 2000 1999 2001 2000 1999
-------- ------- -------- ------- ------- -------

Change in benefit obligations:
Benefit obligations, beginning of year............ $ 32,289 $30,107 $ 34,278 $ 5,540 $ 4,557 $ 4,057
Service cost...................................... 714 1,084 1,692 56 119 157
Interest cost..................................... 2,260 2,347 2,244 215 364 274
Plan participants' contribution................... 295 390 407 60 121 110
Amendments........................................ 326 170 - - - -
Actuarial loss (gain)............................. 595 92 (6,416) - 778 243
Curtailment....................................... - - - (5,381) - -
Benefits paid..................................... (35,985) (1,901) (2,098) (490) (399) (284)
-------- ------- -------- ------- ------- -------
Benefit obligations, end of year.................. 494 32,289 30,107 - 5,540 4,557
-------- ------- -------- ------- ------- -------
Change in plan assets:
Plan assets at fair value, beginning of year...... 35,444 37,709 34,699 - - -
Actual return on plan assets...................... (858) (754) 4,468 - - -
Employer contribution............................. 1,598 - - 430 278 174
Plan participants' contribution................... 295 390 407 60 121 110
Benefits paid..................................... (35,985) (1,901) (1,865) (490) (399) (284)
-------- ------- -------- ------- ------- -------
Plan assets at fair value, end of year............ 494 35,444 37,709 - - -
-------- ------- -------- ------- ------- -------
Reconciliation:
Funded status, plan assets over (under) benefit
obligations..................................... - 3,155 7,602 - (5,540) (4,557)
Unrecognized net actuarial gain................... - (8,466) (13,427) - (514) (1,384)
Transition asset at January 1, 1987............... - (29) (57) - - -
Unrecognized prior service cost................... - 844 976 - (177) (199)
Adjustment for minimum liability.................. - - - - - -
-------- ------- -------- ------- ------- -------
Accrued benefit cost.............................. $ - $(4,496) $ (4,906) $ - $(6,231) $(6,140)
======== ======= ======== ======= ======= =======

The non-current portion of the postretirement medical benefit liability of
$6,133 at December 31, 2000 is included in other liabilities.

The Company has a defined contribution plan that is funded by participating
employee contributions and the Company. The Company matches employee
contributions, up to a maximum of 4 percent of salary, as follows: 100 percent
in the form of cash or 125 percent in the form of WGI common stock, as elected
by the employee. Company contributions for this plan were $905 (including $306
of WGI common stock) in 2001, $616 (including $243 of WGI common stock) in 2000,
and $636 (including $314 of WGI common stock) in 1999.

9. INCOME TAXES

The provision for income taxes represents income taxes arising as a result of
operations, credits for revision of previous estimates of income taxes payable
in a number of countries and a credit recognizing the tax benefit of a portion
of the Company's tax losses carried forward. The Company is not subject to
income tax in Panama on income earned outside of Panama. All income has been
earned outside of Panama. The relationship between income (loss) before income
taxes and the provision for income taxes is affected by the method of
determining income taxes in the countries in which the Company operates. The
effective

F-15

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

9. INCOME TAXES (CONTINUED)

consolidated tax rate differs from a statutory tax rate as 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 for income taxes in the
consolidated statements of operations consist of:

YEAR ENDED DECEMBER 31,
-----------------------------
2001 2000 1999
------- -------- --------

Income (loss) before income taxes:
Other countries......................................... $ 8,935 $(12,240) $(19,197)
United States........................................... 20,529 1,905 2,479
------- -------- --------
$29,464 $(10,335) $(16,718)
======= ======== ========
Provision for income taxes:
Current provision:
Other countries...................................... $ 5,563 $ 5,818 $ 2,851
United States:
Federal............................................ 4,991 365 190
State.............................................. 1,296 267 259
------- -------- --------
11,850 6,450 3,300
Deferred tax expense (benefit):
United States........................................ (1,497) (1,193) -
Canada............................................... 31 - -
------- -------- --------
Total provision for income taxes.......................... $10,384 $ 5,257 $ 3,300
======= ======== ========

The Company's provision for income taxes differed from the United States
statutory federal income tax rate of 34% due to the following:

YEAR ENDED DECEMBER 31,
-----------------------------
2001 2000 1999
------- -------- --------

Tax at U.S. statutory rate................................ $10,018 $ (3,514) $ (5,684)
Non-U.S. (income) loss taxed at other than U.S. rates..... (3,038) 4,161 6,527
Non-U.S. income tax....................................... 5,563 5,818 2,851
State tax, net of federal benefit......................... 855 176 171
Non-U.S. income taxed in U.S. ............................ 784 - -
Other, net................................................ 973 (191) (565)
Termination of benefit plans.............................. (2,433) - -
Adjustment to valuation allowance......................... (2,338) (1,193) -
------- -------- --------
$10,384 $ 5,257 $ 3,330
======= ======== ========

F-16

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

9. INCOME TAXES (CONTINUED)

The principal components of the Company's net deferred tax assets are:

DECEMBER 31,
-------------------
2001 2000
-------- --------

Deferred income tax assets:
General business credit carryforwards..................... $ 425 $ 506
Self insured medical accrual.............................. 229 216
Post retirement medical benefits.......................... - 1,169
Accrued pension benefits.................................. - 1,594
Accrued vacation.......................................... 354 362
Non-U.S. tax net operating loss carryforwards............. 12,724 10,746
U.S. tax net operating loss carryforwards................. 5,375 6,198
Other..................................................... 52 76
-------- --------
19,159 20,867
Valuation allowance....................................... (16,033) (19,192)
-------- --------
Deferred income tax assets, net of valuation allowance.... 3,126 1,675

Deferred income tax liabilities:
Property and equipment.................................... (1,458) (997)
-------- --------
Net deferred income tax assets, included in other assets.... $ 1,668 $ 678
======== ========

The net deferred income tax assets (liabilities) by country is as follows:

DECEMBER 31,
-------------
2001 2000
------ ----

United States............................................. $2,175 $678
Canada.................................................... (507) -
------ ----
Net deferred income tax assets.............................. $1,668 $678
====== ====

The Company has $15,809 in United States net operating loss carryforwards and
$425 of United States investment tax credit carryforwards at December 31, 2001.
The United States net operating loss carryforwards will expire, unless utilized,
beginning in 2002 and ending December 31, 2012. The carryforwards available on
an annual basis are limited. The Company has assessed its United States
operations including past earnings history and projected future earnings, and
the limitations and expiration dates of the U.S. net operating loss and
investment tax credit carryforwards and other tax assets, and has determined
that it is more likely than not that $2,175 of net deferred tax assets at
December 31, 2001, will be realized.

At December 31, 2001, the Company has nonexpiring operating loss carryforwards
in the United Kingdom of $27,845 (L19,072), and a net operating loss
carryforward expiring over three years in Venezuela of $6,344 (Bolivars
4,808,744). The deferred tax assets applicable to these operating loss
carryforwards at December 31, 2001 and 2000 are fully reserved by a valuation
allowance.

In connection with the acquisitions of MSI in 2001 and RPI in 2000, the Company
recorded $482 and $515, respectively, of deferred tax liabilities relating
primarily to differences between the financial statement carrying values of the
assets acquired and their tax bases.

F-17

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

10. STOCKHOLDER RIGHTS PLAN

On April 1, 1999, the Company adopted a Stockholder Rights Plan and declared a
distribution of one Preferred Share Purchase Right ("Right") on each outstanding
share of the Company's common stock. The distribution was made on April 15, 1999
to stockholders of record on that date. The Rights expire on April 14, 2009.

The Rights are exercisable only if a person or group acquires 15 percent or more
of the Company's common stock or announces a tender offer the consummation of
which would result in ownership by a person or group of 15 percent or more of
the common stock. Each Right entitles stockholders to buy one one-thousandth of
a share of a series of junior participating preferred stock at an exercise price
of $30.00 per share.

If the Company is acquired in a merger or other business combination transaction
after a person or group has acquired 15 percent or more of the Company's
outstanding common stock, each Right entitles its holder to purchase, at the
Right's then-current exercise price, a number of acquiring company's common
shares having a market value of twice such price. In addition, if a person or
group acquires 15 percent or more of the Company's outstanding common stock,
each Right entitles its holder (other than such person or members of such group)
to purchase, at the Right's then-current exercise price, a number of the
Company's common shares having a market value of twice such price.

Prior to the acquisition by a person or group of beneficial ownership of 15
percent or more of the Company's common stock, the Rights are redeemable for
one-half cent per Right at the option of the Company's Board of Directors.

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 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. The number of shares authorized for issuance under
the 1996 Plan was increased to 3,125,000 by shareholder approval.

Options granted under the 1996 Plan vest over a three to four year period.
Options granted under the Director Plan vest six months after the date of grant.
At December 31, 2001, the 1996 Plan has 748,000 shares and the Director Plan has
65,000 shares available for grant. Certain provisions allow for accelerated
vesting based on increases of share prices.

The per share weighted-average fair value of options granted was calculated
using the Black Scholes option-pricing model, assuming the options have a life
of three years, the weighted-average risk-free interest rate at the dates of
grant was 3.91 percent in 2001 (6.45 percent in 2000 and 5.86 percent in 1999)
and the weighted-average volatility was 61.03 percent in 2001 (59.14 percent in
2000 and 52.78 percent in 1999).

F-18

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

11. STOCK OWNERSHIP PLANS (CONTINUED)

The Company's stock option activity and related information consist of:

YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
2001 2000 1999
--------------------- --------------------- ---------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- --------- --------- --------- --------- ---------

Outstanding, beginning of year........ 1,859,550 $ 7.62 1,479,550 $8.20 1,093,050 $ 9.37
Granted............................... 559,500 13.54 651,500 5.70 416,000 5.28
Exercised............................. 496,250 7.02 40,500 5.12 500 6.63
Forfeited............................. 71,000 6.12 231,000 6.34 29,000 10.51
--------- ------ --------- ----- --------- ------
Outstanding, end of year.............. 1,851,800 $ 9.64 1,859,550 $7.62 1,479,550 $ 8.20
========= ====== ========= ===== ========= ======
Exercisable at end of year............ 975,500 $ 9.00 1,186,425 $8.42 904,800 $ 8.84
========= ====== ========= ===== ========= ======

The weighted-average fair value of options granted during the year was $6.47 in
2001 ($2.56 in 2000, $2.17 in 1999). Exercise prices for options outstanding,
weighted-average remaining life and weighted-average exercise price by ranges of
exercise prices at December 31, 2001 are:

WEIGHTED WEIGHTED
RANGE OF OPTIONS AVERAGE AVERAGE
EXERCISE PRICES OUTSTANDING REMAINING LIFE EXERCISE PRICE
--------------- ----------- -------------- --------------

$ 5.06 - $ 6.94.................................... 832,500 7.9 Years $ 5.84
$ 8.67 - $11.75.................................... 388,050 6.0 Years 9.21
$12.70 - $19.44.................................... 631,250 8.7 Years 14.91
--------- --------- ------
$ 5.06 - $19.44.................................... 1,851,800 7.8 Years $ 9.64
========= ========= ======

The number of vested options and weighted-average exercise price by ranges of
exercise prices at December 31, 2001 are:

WEIGHTED
RANGE OF AVERAGE
EXERCISE PRICES VESTED OPTIONS EXERCISE PRICE
--------------- -------------- --------------

$ 5.06 - $ 6.94............................................. 447,750 $ 6.02
$ 8.67 - $11.75............................................. 309,300 9.13
$12.70 - $19.44............................................. 218,500 14.91
------- ------
$ 5.06 - $19.44............................................. 975,550 $ 9.00
======= ======

No compensation expense for the options granted under the 1996 Plan and the
Director Plan has been recorded because the options exercise prices are equal to
the fair value of the stock at the date of the grant. Had compensation expense
for vested options been recorded, in accordance with the method provided in SFAS
123, the Company's net income (loss) would have been $18,268 in 2001 $(16,397)
in 2000 and $(21,232) in 1999, and basic and diluted earnings (loss) per share
would have been $1.26 and $1.21, respectively, in 2001, $(1.17) in 2000 and
$(1.63) in 1999.

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 percent of the option price with
three-year non-interest bearing recourse notes.

F-19

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

12. EARNINGS (LOSS) PER SHARE

Basic and diluted earnings (loss) per share are computed as follows:

YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------

Net income (loss) applicable to common shares..... $ 19,080 $ (15,592) $ (20,018)
=========== =========== ===========
Weighted average number of common shares
outstanding for basic earnings per share........ 14,442,035 14,017,857 13,029,665
Weighted average number of dilutive potential
common shares outstanding....................... 632,131 - -
----------- ----------- -----------
Weighted average number of common shares
outstanding for diluted earnings per share...... 15,074,166 14,017,857 13,029,665
=========== =========== ===========
Earnings (loss) per common share:
Basic........................................... $ 1.32 $ (1.11) $ (1.54)
=========== =========== ===========
Diluted......................................... $ 1.27 $ (1.11) $ (1.54)
=========== =========== ===========

At December 31, 2001, there were 449,750 potential common shares (1,859,550 at
December 31, 2000, and 1,479,550 at December 31, 1999) excluded from the
computation of diluted earnings (loss) per share because of their anti-dilutive
effect.

13. SEGMENT INFORMATION

The Company operates in a single operating segment providing construction,
engineering and specialty services to the oil, gas and power industries. 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 representing more than 10 percent of total contract revenue are as
follows:

YEAR ENDED
DECEMBER 31,
--------------------
2001 2000 1999
---- ---- ----

Customer A.................................................. 18% -% -%
Customer B.................................................. 17 - -
Customer C.................................................. 14 44 36
Customer D.................................................. 10 11 11
Customer E.................................................. 10 - -
-- -- --
69% 55% 47%
== == ==

F-20

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

13. SEGMENT INFORMATION (CONTINUED)

Information about the Company's operations in its significant work countries is
shown below:

YEAR ENDED DECEMBER 31,
------------------------------
2001 2000 1999
-------- -------- --------

Contract revenue:
United States(1)....................................... $205,292 $ 92,998 $ 42,981
Nigeria................................................ 67,365 143,023 75,928
Offshore West Africa................................... 44,027 17,727 1,282
Cameroon............................................... 34,808 806 -
Venezuela.............................................. 16,968 26,111 23,501
Oman................................................... 14,303 12,908 8,026
Australia.............................................. 4,037 20,687 18,774
Canada................................................. 3,334 - -
Indonesia.............................................. - - 3,205
Ivory Coast............................................ - - 2,567
Other.................................................. - 30 300
-------- -------- --------
$390,134 $314,290 $176,564
======== ======== ========
Long-lived assets:
Nigeria................................................ $ 21,305 $ 24,541 $ 24,158
United States.......................................... 17,346 15,404 11,680
Offshore West Africa................................... 11,399 7,411 8,100
Cameroon............................................... 9,709 - -
Venezuela.............................................. 6,640 9,699 14,724
Oman................................................... 4,464 4,298 4,665
Canada................................................. 3,258 - -
Indonesia.............................................. - - 3,929
Ivory Coast............................................ - 57 2,953
Other.................................................. 193 1,155 1,185
-------- -------- --------
$ 74,314 $ 62,565 $ 71,394
======== ======== ========

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

(1) Net of intercountry revenue of $59,284 in 2001, $6,481 in 2000 and $3,176 in
1999.

14. CONTINGENCIES, COMMITMENTS AND OTHER CIRCUMSTANCES

The Company provides construction, engineering and specialty services to the
oil, gas and power industries. The Company's principal markets are currently
Africa, the Middle East, South America, Canada 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
restrictions, extreme exchange rate fluctuations, expropriation of assets, civil
uprisings and riots, war, terrorist acts, unanticipated taxes including income
taxes, excise duties, import taxes, export taxes, sales taxes or other
governmental assessments, availability of suitable personnel and equipment,
termination of existing contracts and leases, 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.
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.

F-21

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

14. CONTINGENCIES, COMMITMENTS AND OTHER CIRCUMSTANCES (CONTINUED)

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

Certain postcontract 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.

In connection with the Company's 10% interest in a joint venture in Venezuela,
the Company issued a corporate guarantee equal to 10% of the joint venture's
outstanding borrowings with two banks. The guarantee reduces as borrowings are
repaid, and expires in March 2003. The commitment as of December 31, 2001 totals
approximately $3,800.

In 1997 the Company entered into lease agreements with a special-purpose leasing
partnership for land and an office building for the engineering group in Tulsa,
Oklahoma. The leases are treated for accounting purposes as operating leases.
The initial terms of the leases were for five years with 30 one-year renewal
options, and end in August 2002. At the end of the initial terms of the leases,
we can extend the leases with the agreement of the lessor, purchase the leased
assets for $5,500, or terminate the leases and cause the assets to be sold. If
the assets are sold, the cash proceeds from the sale in excess of $5,500 will be
paid to the Company by the landlord. In the event cash proceeds are less than
$5,500, the Company will make up the shortfall up to a maximum of $4,700.

The Company has certain operating leases for office and camp facilities. Rental
expense, excluding daily rentals and reimbursable rentals under cost plus
contracts, was $2,596 in 2001, $3,166 in 2000, and $2,257 in 1999. Minimum lease
commitments under operating leases as of December 31, 2001, total $4,479 and are
payable as follows: 2002, $1,346; 2003, $862; 2004, $847; 2005, $787; 2006, $577
and later years, $60.

F-22

WILLBROS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

15. QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected unaudited quarterly financial data for the years ended December 31,
2001 and 2000, is as follows:

FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER(A) TOTAL
------- ------- -------- ---------- --------

December 31, 2001:
Contract revenue.................... $65,732 $78,839 $113,343 $132,220 $390,134
Operating income.................... 3,345 8,320 8,574 13,917 34,156
Income before income taxes.......... 2,496 7,399 6,908 12,661 29,464
Net income.......................... 780 7,093 2,642 8,565 19,080
Earnings per share:
Basic............................ .06 .49 .18 .58 1.32
Diluted.......................... .05 .47 .17 .56 1.27
December 31, 2000:
Contract revenue.................... $78,773 $81,772 $ 74,934 $ 78,811 $314,290
Operating income (loss)............. (4,389) (263) (3,738) 3,085 (5,305)
Income (loss) before income taxes... (4,623) (1,270) (3,782) (660) (10,335)
Net income (loss)................... (5,914) (4,344) (5,742) 408 (15,592)
Earnings (loss) per share, basic and
diluted.......................... (.42) (.31) (.41) .03 (1.11)

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

(a) Included in Fourth Quarter 2001 are non-taxable gains of $3,626 on
termination of benefit plans.

The Company derives its revenue from contracts with durations 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 method by which revenue is recognized.

F-23

[Inside Back Cover]

[Picture of camp, pipe yard and double-jointing near Belabo, Cameroon]

[Picture of Willbros crews installing pipe at Yong River Crossing in Cameroon]

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

[WILLBROS GROUP, INC. LOGO]

WILLBROS GROUP, INC.
4,000,000 SHARES
COMMON STOCK

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

PROSPECTUS
---------------------------

, 2002

CIBC WORLD MARKETS
CREDIT LYONNAIS SECURITIES (USA) INC.
D.A. DAVIDSON & CO.
FROST SECURITIES, INC.
MORGAN KEEGAN & COMPANY, INC.

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE
INFORMATION THAT IS NOT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN
OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION CONTAINED
IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF THE TIME OF THE DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THESE SECURITIES.

LOGO

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

All amounts, except the SEC and NASD fees, are estimates. The Registrant will
pay all of these expenses.

SEC registration fee........................................ $ 6,086
NASD filing fee............................................. 7,115
New York Stock Exchange additional listing fee.............. 20,000
Printing and shipping expenses.............................. 200,000
Legal fees and expenses..................................... 275,000
Accounting fees and expenses................................ 60,000
Transfer agent fees......................................... 7,500
Miscellaneous............................................... 2,299
--------
Total..................................................... $578,000
========

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 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
II-1

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 to be 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.

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.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

1* Form of Underwriting Agreement.
4.1 Amended and Restated Articles of Incorporation of the
Registrant (previously filed as Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 1-11953, and
incorporated by reference herein).
4.2 Restated By-laws of the Registrant (previously filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, Registration No. 333-5413 (the "S-1 Registration
Statement"), and incorporated by reference herein).
4.3 Form of Stock Certificate for Common Stock, Par Value $0.05
Per Share (previously filed as Exhibit 4 to the S-1
Registration Statement and incorporated by reference
herein).
4.4 Rights Agreement, dated April 1, 1999, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (previously filed as an exhibit to the
Registrant's Registration Statement on Form 8-A, dated April
9, 1999, SEC File No. 1-11953, and incorporated by reference
herein).
4.5 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant (previously filed as
Exhibit 3 to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1999, SEC File No. 1-11953, and
incorporated by reference herein).
5* Opinion of Arias, Fabrega & Fabrega, regarding the legality
of the common stock.
8.1* Opinion of Sidley Austin Brown & Wood LLP regarding U.S. tax
matters.
8.2* Opinion of Arias, Fabrega & Fabrega regarding Panamanian tax
matters (included in Exhibit 5).
23.1** Consent of KPMG LLP.
23.2* Consent of Arias, Fabrega & Fabrega (included in Exhibit 5).
23.3* Consent of Sidley Austin Brown & Wood LLP (included in
Exhibit 8.1).
24* Power of Attorney.

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

* Previously filed with this Registration Statement.

** Filed herewith.

ITEM 17. UNDERTAKINGS.

(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, 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

II-2

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
of 1933 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(i) The undersigned Registrant undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as a 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 of
1933, 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

SIGNATURES

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 Amendment No. 4 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 8th day of May,
2002.

WILLBROS GROUP, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ LARRY J. BUMP Director, Chairman of the Board and May 8, 2002
------------------------------------------------ Chief Executive Officer (Principal
Larry J. Bump Executive Officer
and Authorized Representative
in the United States)

/s/ MICHAEL F. CURRAN Director, Vice Chairman of the May 8, 2002
------------------------------------------------ Board, President and Chief
Michael F. Curran Operating Officer

/s/ WARREN L. WILLIAMS Vice President, Chief Financial May 8, 2002
------------------------------------------------ Officer and Treasurer
Warren L. Williams (Principal Financial Officer and
Principal Accounting Officer)

/s/ PETER A. LEIDEL* Director May 8, 2002
------------------------------------------------
Peter A. Leidel

/s/ RODNEY B. MITCHELL* Director May 8, 2002
------------------------------------------------
Rodney B. Mitchell

/s/ MICHAEL J. PINK* Director May 8, 2002
------------------------------------------------
Michael J. Pink

/s/ JAMES B. TAYLOR, JR.* Director May 8, 2002
------------------------------------------------
James B. Taylor, Jr.

/s/ GUY E. WALDVOGEL* Director May 8, 2002
------------------------------------------------
Guy E. Waldvogel

II-4

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JOHN H. WILLIAMS* Director May 8, 2002
------------------------------------------------
John H. Williams

*By:/s/ LARRY J. BUMP
------------------------------------------
Larry J. Bump
Attorney-in-Fact

II-5

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

1* -- Form of Underwriting Agreement.
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant (previously filed as Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 1-11953, and
incorporated by reference herein).
4.2 -- Restated By-laws of the Registrant (previously filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, Registration No. 333-5413 (the "S-1 Registration
Statement"), and incorporated by reference herein).
4.3 -- Form of Stock Certificate for Common Stock, Par Value $0.05
Per Share (previously filed as Exhibit 4 to the S-1
Registration Statement and incorporated by reference
herein).
4.4 -- Rights Agreement, dated April 1, 1999, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (previously filed as an exhibit to the
Registrant's Registration Statement on Form 8-A, dated April
9, 1999, SEC File No. 1-11953, and incorporated by reference
herein).
4.5 -- Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant (previously filed as
Exhibit 3 to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1999, SEC File No. 1-11953, and
incorporated by reference herein).
5* -- Opinion of Arias, Fabrega & Fabrega, regarding the legality
of the common stock.
8.1* -- Opinion of Sidley Austin Brown & Wood LLP regarding U.S. tax
matters.
8.2* -- Opinion of Arias, Fabrega & Fabrega regarding Panamanian tax
matters (included in Exhibit 5).
23.1** -- Consent of KPMG LLP.
23.2* -- Consent of Arias, Fabrega & Fabrega (included in Exhibit 5).
23.3* -- Consent of Sidley Austin Brown & Wood LLP (included in
Exhibit 8.1).
24* -- Power of Attorney.

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

* Previously filed with this Registration Statement.

** Filed herewith.