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)     July 14, 2004
                                                --------------------------------

                              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
                               P.O. Box 0816-01098
                           Panama, Republic of Panama
                           --------------------------
          (Address, including zip code, of principal executive offices)


Registrant's telephone number, including area code      (50-7) 213-0947
                                                  ------------------------------


                                 Not Applicable
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          (Former name or former address, if changed since last report)


Item 12. Results of Operations and Financial Condition.

         On July 14, 2004, the Registrant issued a press release announcing new
         project awards and revised second quarter and 2004 outlook. 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 (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.


                                   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:  July 14, 2004                       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 July 14, 2004, issued by the Registrant.