e424b3
Filed pursuant to Rule 424(b)(3)
Registration No. 333-139499
Prospectus Supplement No. 2
(To Prospectus dated January 15, 2008)
4,280,714
SHARES
WILLBROS GROUP, INC.
COMMON STOCK
     This prospectus supplement relates to the resale by the holders of shares of common stock and common stock underlying warrants sold in a private placement on October 27, 2006.
     This prospectus supplement No. 2 supplements and amends the prospectus dated January 15, 2008, as supplemented and amended by that certain prospectus supplement No. 1 dated March 6, 2008 (the “Prospectus”). This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.
     The information in the table appearing under the heading “Selling Stockholders” in the Prospectus is supplemented by the information appearing in the table below. The information below was furnished to us by the selling stockholders listed below on or before November 12, 2008. To the extent any selling stockholders identified below are broker-dealers, they may be deemed to be, under interpretations of the staff of the Securities and Exchange Commission, “underwriters” within the meaning of the Securities Act of 1933, as amended.
                                 
            Maximum        
            Number of   Number of   Percentage
    Number of   Shares to be   Shares   Beneficially
    Shares   Sold Pursuant   Owned   Owned
    Owned Prior   to this   After   After
Name of Selling Stockholder   to Offering   Prospectus(1)   Offering(2)   Offering(2)
OTA, LLC (3)(4)
     70,248       70,248       0       *  
RCG PB, Ltd. (5)(6)
     64,287       64,287       0       *  
 
*   Less than 1%
 
(1)   Represents the maximum number of shares of common stock issued to the selling stockholders and those issuable to the selling stockholders upon exercise of the warrants at the initial exercise price of $19.03 per share. The amounts shown in this column may include shares sold prior to the date of this prospectus supplement.
 
(2)   Assumes that each selling stockholder sells all shares of common stock being registered under this registration statement. However, to our knowledge, there are no agreements, arrangements or understandings with respect to the sale of any shares of our common stock, and each selling stockholder may decide to sell only a portion or none of its shares of our common stock that are registered under this registration statement.
 
(3)   Mr. Ira M. Leventhal, a senior managing director of this selling stockholder, has voting and investment control over the securities held by this selling stockholder.
 
(4)   This selling stockholder has identified itself as a registered broker-dealer.
 
(5)   Ramius Advisors, LLC (“Ramius Advisors”) is the investment manager of RCG PB, Ltd. (“RCG PB”) and consequently has voting control and investment discretion over securities held by RCG PB. Ramius Advisors disclaims beneficial ownership of these securities. Ramius LLC (“Ramius”) is the managing member of Ramius Advisors and may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius Advisors. Ramius disclaims beneficial ownership of these securities. C4S & Co., L.L.C. (“C4S”) is the managing member of Ramius any may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius. C4S

1

 

    disclaims beneficial ownership of these securities. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of C4S and may be considered beneficial owners of any securities deemed to be beneficially owned by C4S. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these securities.
 
(6)   This selling stockholder has identified itself as an affiliate of a registered broker-dealer and has represented to us that such selling stockholder acquired its common stock in the ordinary course of business and, at the time of the purchase of the common stock, such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the common stock. To the extent we become aware that such selling stockholder did not acquire its common stock in the ordinary course of business or did have such an agreement or understanding, we will file a prospectus supplement or a post-effective amendment to the registration statement of which this prospectus supplement and the Prospectus forms a part to designate such affiliate an “underwriter” within the meaning of the Securities Act of 1933.
     There are significant risks associated with an investment in our securities. These risks are described under the caption “Risk Factors” beginning on page 4 of the Prospectus, as the same may be updated in prospectus supplements or in our periodic reports that we file with the SEC from time to time.
     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 9, 2008.

2