EXHIBIT B


                    CERTIFICATE OF AMENDMENT
                             TO THE
                   ARTICLES OF INCORPORATION


The undersigned, Larry J. Bump and John N. Hove, President and
Secretary, respectively, of WILLBROS GROUP, INC., a corporation
duly organized and existing under and by the virtue of the laws
of the Republic of Panama, do hereby amend the Articles of
Incorporation of WILLBROS GROUP, INC. as follows:

     1.   By substituting and replacing ARTICLE FIFTH so that
henceforth said ARTICLE FIFTH of said Articles shall read in its
entirety as follows:

          "FIFTH:   Domicile.  The domicile of the
          Corporation is in the Republic of Panama, and the
          name of its Resident Agent is the law firm ARIAS,
          FABREGA & FABREGA, whose domicile is at Edificio
          Plaza Bancomer, 50th Street, Panama 5, Republic of
          Panama.  The Corporation may, as provided for by
          the Board of Directors, engage in business and
          establish branches and keep its files and assets
          anywhere in the world.  The Corporation may change
          its domicile of incorporation and continue to
          exist under the laws or jurisdiction of another
          country, if authorized by a resolution of the
          Board of Directors or the stockholders of the
          Corporation."

     2.   By amending ARTICLE SEVENTH by adding subparagraph (q)
so that henceforth said ARTICLE SEVENTH, subparagraph (q) of said
Articles shall read in its entirety as follows:

          "(q) The Board of Directors may, without
          stockholder approval, sell, lease, exchange or
          otherwise dispose of any part of the assets,
          rights, property or undertakings of the
          Corporation, including its goodwill and its
          corporate franchise, upon such terms and
          conditions and for such consideration, which may
          consist in whole or in part of money or other
          property, including shares of stock in, and/or
          other securities of, any other corporation or
          corporations, as the Board of Directors deems
          expedient and for the best interests of the
          Corporation; provided, however, any such sale,
          lease, exchange or other disposal that constitutes
          all or substantially all of the Corporation's
          assets, rights, property and undertakings of the
          Corporation, including its goodwill and its
          corporate franchise, shall require the affirmative
          vote of the holders of a majority of the
          outstanding shares of stock of the Corporation
          entitled to vote on such matter."

                               B-1

Signed in Panama City, Panama, on the ------------- day of May, 1998.


                              WILLBROS GROUP, INC.


                              By:
                              -----------------------------------
                                   Larry J. Bump
                                   President


                              By:
                              -----------------------------------
                                   John N. Hove
                                   Secretary
     

















                               B-2