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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

February 27, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance


Willbros Group, Inc.
Incoming letter dated February 25, 2009

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

  • Without necessarily agreeing with your analysis, the Division will not object if Willbros Delaware, as successor to WGI, does not file a new registration statement under the Securities Act for ongoing offerings of securities covered by WGI's currently effective registration statements on Form S-3 and Forms S-8, provided that Willbros Delaware adopts WGI's registration statements by filing a post-effective amendments pursuant to Rule 414 under the Securities Act.

  • The Reorganization will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and Willbros Delaware will be a large accelerated filer for purposes of Rule 12b-2 under the Exchange Act.

  • Willbros Delaware may take into account WGI's reporting history under the Exchange Act in determining its eligibility to use Forms S-3 and S-8. WGI's reporting history under the Exchange Act may also be used in determining whether Willbros Delaware "meets the requirements for use of Form S-3" within the meaning of Form S-4.

  • WGI's Exchange Act reporting history may be taken into account when determining Willbros Delaware's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.

  • Persons who have filed ownership reports on Schedule 13D or 13G for WGI shares will not be required to file any additional or amended statements on Schedule 13D or 13G as a result of the Reorganization, provided they note in their next subsequent filing that Willbros Delaware is the successor to WGI.

  • After consummation of the Reorganization, Willbros Delaware may succeed to the Commission file number currently used by WGI.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


William A. Hines
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/02/2009