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)  November 4, 2009

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

Delaware
(State or Other Jurisdiction of Incorporation)

1-11953
30-0513080
(Commission File Number)
(IRS Employer Identification No.)

4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027
(Address of Principal Executive Offices)
(Zip Code)

(713) 403-8000
(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 November 4, 2009, the Registrant issued a press release announcing third quarter 2009 results.  A copy of the press release dated November 4, 2009, is attached as Exhibit 99.1 to this Form 8-K.
 
On November 5, 2009, the Registrant participated in a telephone conference call relating to the press release.  A transcript of the conference call is attached as Exhibit 99.2 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.
 
(d)         The following exhibits are furnished herewith:
 
99.1
Press release dated November 4, 2009, issued by the Registrant.
   
99.2
Transcript of the Registrant's November 5, 2009 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:  November 10, 2009
By:
  /s/ Van A. Welch
   
Van A. Welch
  
   
Senior Vice President and
  
   
  Chief Financial Officer
  

 
2
 

EXHIBIT INDEX

Exhibit No.
  
Description
     
99.1
  
Press release dated November 4, 2009, issued by the Registrant.
     
99.2
  
Transcript of the Registrant's November 5, 2009 conference call.