CONNER & WINTERS, LLP
LAWYERS
4000 ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172-0148
(918) 586-5711
FAX (918) 586-8548
_____
WRITER’S DIRECT NUMBER
(918) 586-8961
WRITER’S FAX NUMBER
(918) 586-8661
WRITER’S E-MAIL ADDRESS
mberman@cwlaw.com
March 30, 2007
Securities and Exchange Commission
100 F Street, N.E.,
Washington, D.C. 20549
| Re: | Willbros Group, Inc. |
Post-Effective Amendment No. 1 to Form S-1 (Registration No. 333-139499)
Ladies and Gentlemen:
On behalf of Willbros Group, Inc. (the "Company"), submitted herewith for filing with your office pursuant to the Securities Act of 1933, as amended, and Regulation S-T promulgated thereunder, is a complete Post-Effective Amendment No. 1 to Form S-1 (Registration No. 333-139499), including exhibits, covering the resale of (i) common stock of the Company previously sold in a private placement completed in October 2006 and (ii) common stock issuable upon the exercise of warrants to purchase common stock, which were also sold in the October private placement.
If you have any questions, please do not hesitate to call me at (918) 586-8961.
| Very truly yours, | ||
| /s/ | Mark D. Berman | |
| Mark D. Berman | ||
Enclosures
| xc: | Mr. Van A. Welch |
Willbros Group, Inc.
