UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) August 29, 2005

                              WILLBROS GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                               Republic of Panama
                 (State or Other Jurisdiction of Incorporation)


                                            
        1-11953                                            98-0160660
(Commission File Number)                       (IRS Employer Identification No.)


    Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama,
                               Republic of Panama
               (Address of Principal Executive Offices) (Zip Code)

                                 +50-7-213-0947
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 29, 2005, the Registrant participated in a telephone conference call
to provide an update of its operational and financial performance. A transcript
of the conference call is attached as Exhibit 99 to this Form 8-K. This
information is being furnished pursuant to Item 2.02 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) The following exhibit is furnished herewith:

          99   Transcript of the Registrant's August 29, 2005 conference call.

                                   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: September 1, 2005                 By: /s/ Warren L. Williams
                                        ----------------------------------------
                                        Warren L. Williams
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer


                                        2

                                  EXHIBIT INDEX



Exhibit No.   Description
-----------   -----------
           
99            Transcript of the Registrant's August 29, 2005 conference call.