Willbros Group, Inc.
Ticker: WG Edificio Torre Banco Germanico, Calle 50 Y 55 Este
Exchange: New York Stock Exchange Panama 5, Foreign
Industry: Construction 5072639282

Type of Shares:Common Shares Filing Date:6/7/96
U.S. Shares:4,964,520 Offer Date:8/15/96
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:0 Offer Price:$10.00
Secondary Shares:4,964,520 Gross Spread:$0.70
Offering Amount: $59,574,240 Selling:$0.42
Expenses:$775,000 Reallowance:$0.10
Shares Out After:13,860,000

ManagerTierPhone
Dillon, Read & Co. Inc.Lead Manager (212) 906-7000
Merrill Lynch & Co.Co-manager (212) 449-4600

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$220.51$53.48$36.00Assets:$149.95
Net Income:$13.79$2.04$0.12Liabilities:$66.56
EPS:$0.01$0.09$0.01Equity:$83.39

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is one of the leading independent contractors serving the oil and gas industry, providing construction services, engineering services and other gas industry, providing construction services, engineering and other services. The company places particular emphasis on projects in developing countries where the company believes its experience gives its a competitive advantage. The company's construction services include the building and replacement of major pipelines and gathering systems, flow stations, pump stations, gas compressor stations, gas processing facilities and oil and gas production facilities; and the construction of piers, dock facilities and bridges. The company's engineering services include feasibility studies; conceptual and detailed facility design; field services; material studies; conceptual and detailed facility design; field services; material procurement; and overall project management.

Use of Proceeds
The proceeds from the proposed offering will be distributed to selling shareholders.

Last updated: 10/28/96

©1996 IPO Data Systems, Inc. - All rights reserved.