X0202 4 2004-12-14 0 0000895450 WILLBROS GROUP INC WG 0001237698 ALLCORN JOHN K PLAZA 2000 BUILDING, 50TH STREET 8TH FLOOR, APARTADO 0816-01098 PANAMA R1 PANAMA 0 1 0 0 Executive Vice President Common Stock 2004-12-14 4 M 0 25000 5.38 A 90000 D Common Stock 2004-12-14 4 S 0 25000 18.85 D 65000 D Common Stock 2004-12-16 4 M 0 25000 5.38 A 90000 D Common Stock 2004-12-16 4 S 0 25000 19.25 D 65000 D Common Stock 5452 I 401(k) Plan Employee Stock Option (right to buy) 5.38 2004-12-14 4 M 0 25000 0 D 2000-05-04 2010-05-03 Common Stock 25000 25000 D Employee Stock Option (right to buy) 5.38 2004-12-16 4 M 0 25000 0 D 2000-05-04 2010-05-03 Common Stock 25000 0 D The exercises of options and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2004. The information is based on a plan statement dated as of November 19, 2004. 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 2004-12-16