UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) February 23, 2004

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


Republic of Panama                  1-11953                   98-0160660
 (State or other                (Commission File            (I.R.S. Employer
 jurisdiction of                    Number)                Identification No.)
 incorporation)

                               Plaza 2000 Building
                             50th Street, 8th Floor
                               Apartado 0816-01098
                          Panama 5, Republic of Panama
          (Address, including zip code, of principal executive offices)


       Registrant's telephone number, including area code (50-7) 213-0947


                                 Not Applicable
          (Former name or former address, if changed since last report)

Item 12.    Results of Operations and Financial Condition.

            On February 23, 2004, the Registrant issued a press release
            announcing 2003 results. A copy of the press release is attached as
            Exhibit 99 to this Form 8-K. This information is being furnished
            pursuant to Item 12 of Form 8-K and shall not be deemed to be
            "filed" for the purposes of Section 18 of the Securities Exchange
            Act of 1934, as amended (the "Exchange Act"), or otherwise subject
            to the liabilities of that Section, nor shall it be deemed
            incorporated by reference in any filing under the Securities Act of
            1933, as amended, or the Exchange Act, except as shall be expressly
            set forth by specific reference in such a filing.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    WILLBROS GROUP, INC.

Date: February 23, 2004             By: /s/ Warren L. Williams
                                        --------------------------------------
                                        Warren L. Williams
                                        Senior Vice President, Chief
                                        Financial Officer and Treasurer


                                  Exhibit Index

Exhibit
Number                             Description
------                             -----------

  99            Press release dated February 23, 2004, issued by the Registrant.