SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALLCORN JOHN K

(Last)

(First)

(Middle)

PLAZA 2000 BUILDING, 50TH STREET

8TH FLOOR, APARTADO 0816-01098

(Street)

PANAMA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLBROS GROUP INC [ WG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/30/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2004		M⁽¹⁾		25,000	A	$5.38	40,000	D
Common Stock	11/29/2004		M⁽¹⁾		10,000	A	$5.38	50,000	D
Common Stock	11/30/2004		M⁽¹⁾		15,000	A	$5.38	65,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.38	11/26/2004		M⁽¹⁾			25,000	05/04/2000⁽²⁾	05/03/2010	Common Stock	25,000	$0	75,000	D
Employee Stock Option (right to buy)	$5.38	11/29/2004		M⁽¹⁾			10,000	05/04/2000⁽²⁾	05/03/2010	Common Stock	10,000	$0	65,000	D
Employee Stock Option (right to buy)	$5.38	11/30/2004		M⁽¹⁾			15,000	05/04/2000⁽²⁾	05/03/2010	Common Stock	15,000	$0	50,000	D

Explanation of Responses:

1. Exercises of options reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2004. These exercises were inadvertantly omitted from the reporting person's Form 4 filed on November 30, 2004.

2. This option to buy 100,000 shares of common stock became exercisable in increments as follows: 25,000 shares beginning May 4, 2000, 25,000 shares beginning January 1, 2001, 25,000 shares beginning January 1, 2002, and 25,000 shares beginning January 1, 2003. Each vesting date of this option was accelerated one year for each incremental $2.00 that the average of the daily closing sales prices of a share of common stock of the Issuer on the New York Stock Exchange over a period of 60 consecutive trading days exceeded $5.38 per share during the term of this option.

	Dennis G. Berryhill, Attorney-in-fact for John K. Allcorn	12/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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