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)        November 5,  2003
                                                --------------------------------

                              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 November 5, 2003, the Registrant issued a press release
            announcing third quarter 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, 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, except as shall be expressly set forth by specific
            reference in such 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: November 5, 2003               By: /s/ Warren L. Williams
                                         ---------------------------------------
                                         Warren L. Williams
                                         Senior Vice President, Chief Financial
                                            Officer and Treasurer





                                       2

                                  EXHIBIT INDEX

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

99              Press release dated November 5, 2003, issued by the Registrant.