UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) ~~January~~ February 1520, ~~2008~~2009

WILLBROS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Republic of Panama

~~Republic of Panama~~ (State or Other Jurisdiction of Incorporation)

1-11953 (Commission File Number) 98-0160660 (IRS Employer Identification No.)


1-11953		98-0160660

(Commission File Number)		(IRS Employer Identification No.)


Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama, Republic of Panama

(Address of Principal Executive Offices)		(Zip Code)

+50-7-213-0947

~~+50-7-213-0947~~ (Registrant’s Telephone Number, Including Area Code)

Not Applicable

~~Not Applicable~~ (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.0203. ~~Departure~~Material ofModification ~~Directors~~to orRights ~~Certain Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~(e)~~ OnEffective ~~January~~April 151, ~~2008~~1999, ~~the~~Willbros ~~Compensation~~Group, ~~Committee~~Inc., a Republic of ~~the~~Panama corporation (the “Registrant’s”), ~~Board~~entered ofinto ~~Directors~~a Rights Agreement (the “Rights Agreement”) with Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the “~~Committee~~Rights Agent”). ~~adopted~~On anFebruary 20, ~~amendment~~2009, the Registrant and the Rights Agent entered into that certain First Amendment to Rights Agreement (the ~~employment~~“First ~~agreement~~Amendment”), in connection with the Agreement and Plan of Merger dated as of ~~January~~December 2010, ~~2006~~2008, by and ~~between~~ ~~Willbros~~among ~~USA~~the Registrant, Willbros Group, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant (“~~WUSA~~Willbros Delaware”), and ~~Robert~~Willbros RMerger, Inc. ~~Harl~~, asa ~~amended~~Delaware bycorporation ~~that~~and ~~certain~~wholly-owned ~~Amendment~~subsidiary ~~No. 1 thereto dated as~~ of Willbros ~~June 16,~~Delaware ~~2006~~ (~~the~~ “~~Agreement~~Merger Sub”)., ~~The~~pursuant ~~amendment~~ to ~~the~~which ~~Agreement~~Merger ~~was~~Sub ~~adopted~~will asbe amerged ~~result of~~with and into the Registrant ~~Committee’s~~and ~~annual~~whereby ~~administrative~~the ~~review~~Registrant ofwill ~~WUSA’s~~be ~~employment~~the ~~agreements~~surviving ~~with~~company ~~various~~in ~~executive~~the ~~officers~~merger ofand ~~the~~become ~~Registrant~~a ~~and~~wholly toowned ~~provide~~subsidiary ~~for~~of ~~consistency~~Willbros ~~among~~Delaware ~~these~~(the ~~agreements~~“Merger”).

~~Under~~As ~~the~~more ~~terms~~fully ofset forth in the ~~Agreement~~First Amendment, ~~Mr. Harl~~the ~~has~~First ~~been~~Amendment, ~~and~~among inother things, provides for the ~~future~~termination ~~will~~of bethe ~~granted~~Rights ~~stock options~~Agreement ~~and~~(except ~~shares~~for ofthe ~~restricted~~rights, ~~stock~~obligations and liabilities of the Registrant ~~(“Restricted~~and ~~Stock”).~~the ~~The~~Rights ~~amendment~~Agent ~~to the~~set ~~Agreement~~forth ~~adopted~~in bySection 18 and Section 20 of the Rights ~~Committee~~Agreement) ~~provides~~immediately ~~that,~~prior into ~~cases~~the effective time of Mrthe Merger. ~~Harl’s~~ ~~early~~A ~~termination~~copy of the First ~~employment~~Amendment ~~with~~has ~~WUSA~~been ~~other~~filed ~~than~~with ~~for~~the ~~termination~~Securities ~~due~~and toExchange ~~voluntary~~Commission ~~resignation~~as oran ~~termination~~Exhibit byto ~~WUSA~~the ~~for~~Registrant’s ~~cause,~~Amendment MrNo. ~~Harl~~1 isto ~~entitled~~the toRegistration ~~immediate~~Statement ~~vesting~~on orForm ~~immediate~~8-A/A, ~~granting~~dated ~~and~~February 23, ~~vesting~~2009, and is incorporated by reference as ~~the~~though ~~case may~~fully ~~be,~~set offorth ~~the~~herein. ~~awards~~The offoregoing ~~shares~~description of the ~~Restricted~~First ~~Stock~~Amendment ~~and~~is ~~stock~~qualified ~~options~~in ~~described~~its inentirety by reference to the ~~Agreement~~full text of the First Amendment.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

First Amendment to Rights Agreement dated as of February 20, 2009, by and between the Registrant and Mellon Investor Services LLC (incorporated herein by reference from the Registrant’s Amendment No. 1 to Registration Statement on Form 8-A/A, dated February 23, 2009).

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: January 22, 2008	By:	/s/ Van A. Welch
Date: February 23, 2009	By:	/s/ Dennis G. Berryhill
		Van A. Welch
		Dennis G. Berryhill
		Senior Vice President and Chief Financial Officer
		Secretary

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