SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information statement pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Willbros Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
969199108
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 8 Pages
CUSIP No. 969199108 13G Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royce & Associates, Inc. 13-2579297
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,453,750
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,453,750
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,453,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.37%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 969199108 13G Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royce Management Company 06-1354019
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,900
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,900
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,900
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IA
CUSIP No. 969199108 13G Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles M. Royce 579-50-3435
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES See Item 2(a) of attached schedule
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING See Item 2(a) of attached schedule
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See Item 2(a) of attached schedule
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 2(a) of attached schedule
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 969199108 13G Page 5 of 8 Pages
Item 1(a) Name of Issuer:
Willbros Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
Office of the Secretary
2431 East 61st Street
Tulsa, OK 74136
Item 2(a) Name of Persons Filing:
Royce & Associates, Inc. ("Royce"), Royce Management Company
("RMC"), and Charles M. Royce. Mr. Royce may be deemed to be a
controlling person of Royce and RMC, and as such may be deemed to
beneficially own the shares of Common Stock of Willbros Group, Inc.
beneficially owned by Royce and RMC. Mr. Royce does not own any shares
outside of Royce and RMC, and disclaims beneficial ownership of the
shares held by Royce and RMC.
Item 2(b) Address of Principal Business Office, or, if None, Residence:
1414 Avenue of the Americas, New York, NY 10019
Item 2(c) Citizenship:
Royce is a New York Corporation, RMC is a Connecticut General
Partnership, and Mr. Royce is a citizen of the U.S.A.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
969199108
Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G)
(h) [X] Group
CUSIP No. 969199108 13G Page 6 of 8 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
Royce: 1,453,750
RMC: 2,900
(b) Percent of Class:
Royce: 10.37%
RMC: 0.02%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Royce 1,453,750
RMC 2,900
(ii) shared power to vote or to direct the vote
Royce __________
RMC __________
(iii) sole power to dispose or to direct the disposition
of Royce 1,453,750
RMC 2,900
(iv) shared power to dispose or to direct the
disposition of Royce __________
RMC __________
See item 2(a) above for information relating to the beneficial
ownership of Mr. Royce.
Item 5 Ownership of Five Percent or Less of a Class. ( )
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
NOT APPLICABLE
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
NOT APPLICABLE
Item 8 Identification and Classification of Members of the Group.
This filing is on behalf of Royce, RMC and Mr. Royce as
members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Each of Royce
and RMC are investment advisers registered under Section 203 of the
Investment Advisers Act of 1940.
Item 9 Notice of Dissolution of Group.
NOT APPLICABLE
CUSIP No. 969199108 13G Page 7 of 8 Pages
Item 10 Certification.
By signing below each of the undersigned certifies that, to the
best of its knowledge or belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
Exhibits 1. Agreement to file Schedule 13G jointly.
Signature
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth
in this statement with respect to it is true, complete and correct.
Date: February 05, 2001
Royce & Associates, Inc.
By: W. Whitney George John E. Denneen atty - in - fact
Signature Charles M. Royce
Royce Management Company
By: W. Whitney George
Signature
CUSIP No. 969199108 13G Page 8 of 8 Pages
Exhibit 1
AGREEMENT
AGREEMENT dated as of February 05, 2001 between
Royce & Associates, Inc. ("Royce"), a New York corporation, Royce Management
Company ("RMC"), a Connecticut general partnership, and Charles M.
Royce.
WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated
under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the parties hereto have decided to satisfy
their filing obligations under the 1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. The Schedule 13G with respect to Willbros Group, Inc.
to which this is attached as Exhibit 1 is filed on behalf of Royce, RMC
and Mr. Royce.
2. Each of Royce, RMC and Mr. Royce is responsible for the
completeness and accuracy of the information concerning such person
contained therein; provided that each person is not responsible for the
completeness or accuracy of the information concerning any other person
making such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their hands
as of the date first above written.
ROYCE & ASSOCIATES, INC.
By: W. Whitney George
ROYCE MANAGEMENT COMPANY
By: W. Whitney George
John E. Denneen atty-in-fact
Charles M. Royce