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                                  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)     August 6, 2001
                                                --------------------------------

                              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 Bancomer Building
                             50th Street, 8th Floor
                                  Apartado 6307
                          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)



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Item 5.  Other Events.

         A copy of the Registrant's press release dated August 6, 2001, is
         attached as an exhibit hereto and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99       Press release dated August 6, 2001, issued by the
                           Registrant.


                                   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:  August 7, 2001              By: /s/ WARREN L. WILLIAMS
                                      ------------------------------------------
                                      Warren L. Williams
                                      Vice President, Chief Financial Officer
                                        and Treasurer




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                                  Exhibit Index




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

99             Press release dated August 6, 2001, issued by the Registrant.