Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Coward Jerrit M
 2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2008		 3. Issuer Name and Ticker or Trading Symbol
WILLBROS GROUP INC [WG]
(Last)
(First)
(Middle)
PLAZA 2000 BUILDING, 50TH STREET, 8TH FLOOR, APARTADO 0816-01098		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President Upstream Oil & Gas
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PANAMA, R1 		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 32,443
D
 
Common Stock 182 (1)
I
401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 11/17/2007(2) 11/16/2016 Common Stock 10,000 $ 16.1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coward Jerrit M
PLAZA 2000 BUILDING, 50TH STREET
8TH FLOOR, APARTADO 0816-01098
PANAMA, R1 		       President Upstream Oil & Gas  

Signatures

Dennis G. Berryhill, Attorney-in-fact for Jerrit M. Coward 12/22/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The information is based on a plan statement dated as of December 19, 2008.
(2) This option became exercisable in increments as follows: 5,000 shares beginning November 17, 2007, and 5,000 shares beginning November 17, 2008.

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