WILLBROS GROUP INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


<PAGE>

                                                                 EXHIBIT 10.1


                         THIRD AMENDMENT

                               to

                        CREDIT AGREEMENT

                          by and among

                      WILLBROS GROUP, INC.,

         THE DESIGNATED SUBSIDIARIES FROM TIME TO TIME,

                               and

                       ABN AMRO BANK N.V.,
                            as Agent,

                CREDIT LYONNAIS NEW YORK BRANCH,
                          as Co-Agent,

                               and

               THE SEVERAL FINANCIAL INSTITUTIONS
                FROM TIME TO TIME PARTIES HERETO


                  Effective as of June 30, 2000



<PAGE>


                       THIRD AMENDMENT TO
                        CREDIT AGREEMENT
                        ----------------


     This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third
                                                     -----
Amendment"), executed as of July 27, 2000, and effective as of
---------
the 30th day of June, 2000 (the "Amendment Effective Date"), is
                                 ------------------------
by and among WILLBROS GROUP, INC., a Republic of Panama
corporation ("WGI" or the "Company"); certain Designated
              ---          -------
Subsidiaries (WGI and such Designated Subsidiaries collectively,
the "Borrowers" and individually, a "Borrower"); the several
     ---------                       --------
financial institutions from time to time parties to the Credit
Agreement defined below (individually, together with its
successors and assigns, a "Bank" and, collectively, the "Banks");
                           ----                          -----
CREDIT LYONNAIS NEW YORK BRANCH, individually as a Bank and as Co-
Agent; and ABN AMRO BANK N.V., individually ("ABN AMRO") as a
                                              --------
Bank and as agent for the Banks (in such capacity, the "Agent").
                                                        -----

                            RECITALS:
                            --------

     A.   The Borrowers, the Agent and the Banks are parties to
that certain Credit Agreement dated as of February 20, 1997, as
amended by First Amendment to Credit Agreement dated as of April 2,
1998, and by Second Amendment to Credit Agreement dated as of
October 1, 1998 (such Credit Agreement, together with any
amendments, modifications or supplements thereto, referred to
herein as the "Credit Agreement"), pursuant to which the Lenders
               ----------------
agreed to make certain loans to and extensions of credit on
behalf of the Borrowers upon the terms and conditions as provided
therein.

     B.   The Borrowers have requested and the Agent, the Co-
Agent and the Banks have agreed to amend certain provisions of
the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                            ARTICLE I
                           DEFINITIONS
                           -----------

     1.1  Terms Defined in the Credit Agreement.  Each term
          -------------------------------------
defined in the Credit Agreement and used herein without
definition shall have the meaning assigned to such term in the
Credit Agreement, unless expressly provided to the contrary.
Unless otherwise indicated, all section references in this Third
Amendment refer to the Credit Agreement.



<PAGE>
                           ARTICLE II
                 AMENDMENTS TO CREDIT AGREEMENT
                 ------------------------------

     2.1  Amendments to Section 1.1.
          -------------------------

          (a)  The definitions of "Agreement", "Applicable
                                   ---------    ----------
     Margin", "CDLC Fee Percentage", "Commitment Fee Percentage",
     ------    -------------------    -------------------------
     "Financial SBLC Fee Percentage", "Nonfinancial SBLC Fee
      -----------------------------    ---------------------
     Percentage" and "Pricing Schedule" are hereby amended to
     ----------       ----------------
     read in their entirety as follows:

                    "Agreement" means this Credit Agreement, as
                     ---------
          amended by the First Amendment, as amended by the
          Second Amendment, as amended by the Third Amendment,
          and as further amended from time to time.

                    "Applicable Margin" means, on any day, the
                     -----------------
          per annum percentage, expressed in basis points, beside
          the label "Applicable Margin" in the appropriate table
          in the Pricing Schedule.

                    "CDLC Fee Percentage" means, on any day, the
                     -------------------
          per annum percentage, expressed in basis points, beside
          the label "CDLC" in the appropriate table in the
          Pricing Schedule.

                    "Commitment Fee Percentage" means, on any
                     -------------------------
          day, the per annum percentage, expressed in basis
          points, beside the label "Commitment Fee" in the
          appropriate table in the Pricing Schedule.

                    "Financial SBLC Fee Percentage" means, on any
                     -----------------------------
          day, the per annum percentage, expressed in basis
          points, beside the label "Financial SBLCs" in the
          appropriate table in the Pricing Schedule.

                    "Nonfinancial SBLC Fee Percentage" means, on
                     --------------------------------
          any day, the per annum percentage, expressed in basis
          points, beside the label "Nonfinancial SBLCs" in the
          appropriate table in the Pricing Schedule.

                    "Pricing Schedule" means the schedule of that
                     ----------------
          name attached as Exhibit A to the Third Amendment.
                           ---------

          (b)  The following definition of "Third Amendment" is
                                            ---------------
     hereby added where alphabetically appropriate:

                    "Third Amendment" means the Third Amendment
                     ---------------
          to Credit Agreement effective as of June 30, 2000, by
          and among the Borrowers, the Agent, the Co-Agent and
          the Banks.

                               -2-

<PAGE>


     2.2  Amendment to Section 5.8.  The words "except
          ------------------------
as permitted by Section 8.3(c) hereunder" are hereby
added to the end of clause (c) of the second sentence of
Section 5.8.

     2.3  Amendment to Section 5.7(g).  The words "that,
          ---------------------------
in the aggregate, may be expected to have a Material
Adverse Effect" are hereby added to the end of Section 5.7(g).

     2.4  Amendment to Section 7.1.  Section 7.1 is hereby
          ------------------------
amended to include a new Section 7.1(e), including such amendments
to the end of Sections 7.1(c) and (d) to reflect appropriate
grammatical changes, to read as follows:

               (e)  (i) as soon as possible after the end of each
     calendar month, but in any event not later than 45 days
     after the end of each calendar month, except for December
     and January which shall be not later than 60 days after the
     end of such months, financial statements similar to those
     referred to in paragraphs (c) and (d) of this Section 7.1
                    ----------------------         -----------
     for such month, in addition to the requirements set forth in
     such paragraphs, which financial statements shall set forth
     the financial information required by paragraph (c) or (d),
                                           --------------------
     as applicable, for such month and include current EBITDA
     calculations of WGI and consolidating income statements and
     balance sheets for such month of each of WGI showing WGI,
     WII, Rogers & Phillips, Inc. and WUSA, and WUSA showing
     WUSA, WESCO and WEI, and (ii) upon request by the Agent,
     reports as to the location of property that is collateral
     under any Security Document including information as to
     owner, net book value and location, certified by an
     appropriate Responsible Officer of the Company.

     2.5  Amendment to Section 8.3(c).  Section 8.3(c) is
          ---------------------------
hereby amended to read in its entirety as follows:

               (c)  (i) loans to employees (A) for purposes
     related to the move of the administrative offices of WUSA to
     Houston, Texas or (B) for the purpose of purchasing stock
     pursuant to employee stock ownership plans; provided that
     the aggregate amount of loans pursuant to this clause (i)
                                                    ----------
     shall not exceed  $3,500,000; or (ii) loans to non-employee
     directors to the extent that such loans are for the sole
     purpose of immediately purchasing from the Company capital
     stock of the Company; provided that with respect to this
     clause (ii), (A) the loans are evidenced by a promissory
     -----------
     note of such director with a maturity date not more than
     three years after issuance, and (B) the aggregate amount of
     such loans shall not exceed $1,500,000;

     2.6  Amendment to Section 8.3(g); Addition of Section 8.3(h).
          -------------------------------------------------------
Section 8.3(g) is hereby amended, and a new Section 8.3(h) is
hereby added, together to read in their entirety as follows:

               (g)  Permitted Acquisitions and Investments not to
     exceed $62,500,000 in the aggregate; provided that (i) at
     the time of any such proposed Permitted Acquisition and
     Investment there is no outstanding Indebtedness under the
     Credit Agreement, (ii) none of the proceeds of the Loans and
     no Letter of Credit shall be used for the purpose of any
     Permitted Acquisition and Investment, and (iii) the Company
     would be in compliance with the financial covenants set
     forth in this Agreement, after giving effect to such
     transaction for the


                               -3-



<PAGE>


     period of the most recently ended four consecutive fiscal
     quarters preceding such transaction, assuming such
     transaction had occurred on the first day of such period;
     and

               (h)  acquisitions that are Permitted Acquisitions
     and Investments with shares of the Company's stock as the
     sole consideration; provided that after giving effect pro
                         --------
     forma to any such acquisition, no Default or Event of
     Default would have occurred or exist; provided further, that
                                           --------
     such stock is not mandatorily redeemable by the holder
     thereof, is not subject to any repurchase requirements by
     the Company and does not have a scheduled maturity date
     prior to the day that is 180 days after the Commitment
     Termination Date.

     2.7  Amendment to Section 8.8.  The following sentence
          ------------------------
is hereby added to the end of Section 8.8:

     Notwithstanding any contrary provision in this Agreement,
     none of the proceeds of the Loans and no Letter of Credit
     shall be used for the purpose of purchasing real estate
     assets in excess of $1,500,000 in any calendar year.

     2.8  Amendment to Section 8.10.  Section 8.10 is hereby
          -------------------------
amended to read in its entirety as follows:

          8.10 Restricted Payments.  The Company shall not
               -------------------
     declare, accrue or make any dividend payment or other
     distribution of assets, properties, cash, rights,
     obligations or securities on account of any shares
     of any class of its capital stock or purchase, redeem or
     otherwise acquire for value (or permit any of its
     Subsidiaries to do so) any shares of its capital stock or
     any warrants, rights or options to acquire such shares, now
     or hereafter outstanding, except as permitted under Section 8.3,
                               ------                    -----------
     and except that the Company may (a) declare and make
         ------
     dividend payments or other distributions payable solely in
     its capital stock (provided that such capital stock is not
                        --------
     mandatorily redeemable by the holder thereof, is not subject
     to any repurchase requirements by the Company and does not
     have a scheduled maturity prior to the day that is 180 days
     after the Commitment Termination Date), (b) purchase, redeem
     or otherwise acquire shares of its capital stock or warrants
     or options to acquire any such shares with the proceeds
     received from the substantially concurrent issue of new
     shares of its capital stock (provided that such newly issued
                                  --------
     stock is not mandatorily redeemable by the holder thereof,
     is not subject to any repurchase requirements by the Company
     or does not have a scheduled maturity prior to the day that
     is 180 days after the Commitment Termination Date), (c)
     repurchase stock beneficially owned by its employees
     (including Affiliates) in connection with the Company's,
     WII's or WUSA's non-qualified stock ownership plans, and (d)
     declare and make a distribution of preferred or common share
     purchase rights, and redeem or exchange outstanding
     preferred or common share purchase rights pursuant to that
     certain Rights Agreement dated as of April 1, 1999, between
     the Company and ChaseMellon Shareholder Services, L.L.C., as
     amended, provided that the consideration for any such
              --------
     redemption or exchange does not exceed in the aggregate
     $150,000; provided that immediately after giving effect to
               --------
     such proposed actions described in clauses (a) and (b), no
                                        -------------------
     Default or Event of Default would exist.


                               -4-



<PAGE>



     2.9  Amendment to Schedules 5.7, 5.20(a) and 5.20(b).
          -----------------------------------------------
Schedule 5.7 to the Credit Agreement is hereby amended by adding
"The Willbros Group, Inc. Severance Plan" thereto. Schedules
5.20(a) and 5.20(b) to the Credit Agreement are hereby amended
and restated in their entirety, to read as Schedules 5.20(a) and
5.20(b), respectively, attached to this Third Amendment and made
a part of the Credit Agreement.

     2.10 Election to Participate.
          -----------------------

          (a)  The following Persons (the "Additional Designated
                                           ---------------------
     Subsidiaries") are hereby added as Borrower and Guarantors
     ------------
     by their execution of this Third Amendment, which shall
     serve as their Election to Participate:  Willbros West
     Africa, Inc., Willbros (Nigeria) Limited, The Oman
     Construction Company, LLC, Rogers & Phillips, Inc.,
     Constructora CAMSA, C.A., Willbros Operating Services, Inc.,
     Willbros Marine Assets, Inc. ("WMAI"), International
                                    ----
     Pipeline Equipment, Inc., Willbros Middle East, Inc.,
     Inversiones CAMSA, C.A., "ESCA" Equipment Service Compania
     Anonima, Willbros International Pty Limited, Willbros Far
     East, Inc., Willbros Suramerica, S.A. and Willbros
     (Overseas) Limited.  Each Additional Designated Subsidiary
     hereby agrees and covenants that (i) it may not make an
     Election to Terminate, and hereby waives its right to make
     such an election under the Credit Agreement, without the
     prior written consent of the Agent and (ii) as soon as
     practicable it shall appoint CT Corporation System, with
     offices at 1633 Broadway, New York, New York, as its agent
     for service of process.

          (b)  Each Additional Designated Subsidiary hereby
     agrees to perform all the obligations of a Borrower and a
     Guarantor, respectively, under, and to be bound in all
     respects by the terms of, the Credit Agreement, including
     Sections 12.14 and Article X thereof.  Each Additional
     Designated Subsidiary expressly agrees that all terms,
     provisions, restrictions, duties and responsibilities of the
     Credit Documents, limited as provided therein, shall apply
     to such Person.

          (c)  Without limitation of the foregoing, each
     Additional Designated Subsidiary, as a primary obligor and
     not as a surety, unconditionally, jointly and severally,
     guarantees unto the Agent and the Banks the payment of the
     Obligations when due (whether at the stated maturity, by
     acceleration or otherwise) in accordance with the terms of
     the Credit Documents, subject to the limitations, terms and
     conditions set forth in the Credit Agreement, including
     Article X thereof.  The undersigned expressly RATIFIES all
     guaranties, terms, covenants, representations, warranties,
     agreements, provisions, indemnifications, WAIVERS, RELEASES,
     restrictions, duties and responsibilities of Borrowers and
     Guarantors under the Credit Agreement and agrees that they
     shall apply to the undersigned, and that any reference to
     "Borrowers" or a "Borrower" or "Guarantors" or a "Guarantor"
     in the Credit Agreement or any other Credit Document shall
     include such Additional Designated Subsidiary.

     2.11 New Security Documents.  Within 90 days of the
          ----------------------
Amendment Effective Date (or if the Company is diligently pursuing
such action, but has not completed such action within said 90 day
period, within such additional period of as the Agent shall
conclude is reasonably necessary to


                               -5-



<PAGE>



complete such actions), the Company shall, and shall cause each
Borrower (after giving effect to this Third Amendment) to,
deliver the following, in each case executed by a Responsible
Officer:

          (a)  a certificate of the secretary or assistant
     secretary certifying (i) as to the incumbency of the officer
     or officers who is authorized to execute and deliver the
     Letter of Understanding, of even date herewith, this Third
     Amendment and the other Security Documents required hereby,
     together with the specimen signature of such officer or
     officers, (ii) that attached thereto are true and complete
     copies of the organizational documents of such Person, and
     (iii) that such officer or officers shall remain authorized
     to execute and deliver documents and receive and give
     notices under the Credit Documents until a written notice to
     the contrary is given;

          (b)  certificates of good standing and existence from
     the jurisdiction of formation of each such Person, to the
     extent such are available;

          (c)  a pledge agreement, in form and substance
     reasonably satisfactory to the Agent, pledging to the Agent,
     for the benefit of the Banks a Lien on all of the capital
     stock of each Guarantor and Borrower (other than the
     Company) to the extent such capital stock has not already
     been pledged, together with UCC financing statements
     describing such shares, and share certificates and stock
     powers, endorsed in blank (to the extent such shares are
     evidenced by physical certificates);

          (d)  a naval mortgage and financing statement executed
     by WMAI in favor of the Agent for the benefit of the Banks
     on the Panamanian flagged vessel, the Willbros 318;

          (e)  any other security documents, including financing
     statements, reasonably necessary or desirable to create
     and/or perfect the Lien intended to be granted by the
     Security Documents executed and delivered under Section 3.1(b)
     of this Third Amendment in such jurisdictions as the
     Agent may reasonably request, to the extent such creation
     and perfection is both cost-effective and practical;

          (f)  legal opinions of counsel in any jurisdiction
     wherein a Guarantor is formed or in which substantial
     collateral is located, if reasonably requested by the Agent;

          (g)  confirmation that each Additional Designated
     Subsidiary has appointed CT Corporation System, with offices
     at 1633 Broadway, New York, New York, as its agent for
     service of process; and

          (h)  such other documents and instruments as the Agent
     may reasonably request.

                           ARTICLE III
                      CONDITIONS PRECEDENT
                      --------------------

     The effectiveness of this Third Amendment is subject to the
receipt by the Agent of the following documents, payment of any
fees due to the Agent pursuant to any agreement between the


                               -6-



<PAGE>



Company and the Agent, and the satisfaction of the other
conditions provided in this Article III, each of which shall be
reasonably satisfactory to the Agent in form and substance.

     3.1  Certain Documents.  The Agent shall have received
          -----------------
multiple original counterparts, as requested by the Agent, of each
of the following:

          (a)  this Third Amendment, executed and delivered by a duly
     authorized officer of the Company, the Borrowers, the Agent, the
     Co-Agent and the Required Banks;

          (b)  a security agreement and financing statement, in a form and
     substance acceptable to the Agent, executed by a Responsible
     Officer of each Borrower (after giving effect to this Third
     Amendment) granting to the Agent for the benefit of the Banks a
     Lien on all accounts receivable, equipment, spare parts, general
     intangibles and certain other types of property owned by such
     Person;

          (c)  UCC-1 financing statements and other necessary or
     appropriate instruments to perfect Liens under clause (b); and

          (d)  customary opinions of counsel of the Company in a form and
     substance acceptable to the Agent.

     3.2  Representations and Warranties.  Except (a) to the
          ------------------------------
extent arising out of circumstances previously disclosed to the
Agent and the Banks by the Company in writing (including in any
letter agreement among the Company and the Banks), (b) as set forth
in Schedule 3.2 attached hereto and (c) as affected by the
transactions contemplated in this Third Amendment, each of the
representations and warranties made by the Borrowers in or pursuant
to the Credit Documents, including the Credit Agreement, shall be
true and correct in all material respects as of the
Amendment Effective Date, as if made on and as of such date.

     3.3  No Default.  Except to the extent arising out of
          ----------
circumstances previously disclosed to the Agent and the Banks
by the Company in writing (including in any letter agreement
among the Company and the Banks), no Default or Event of Default
shall have occurred and be continuing as of the Amendment Effective Date.

     3.4  No Change.  Except to the extent arising out of
          ---------
circumstances previously disclosed to the Agent and the Banks
in writing (including in any letter agreement among the Company
and the Banks), no event shall have occurred since March 31, 2000
which, in the reasonable opinion of the Banks, could have a
Material Adverse Effect.

     3.5  Due Diligence.  The Agent shall have completed review
          -------------
and analysis, satisfactory to the Agent and with the assistance
of officers and advisors of the Company, of the property to
constitute collateral under the Security Documents referred
to in Section 3.1(b), including the owner, location and net
book value of all such property.

                               -7-



<PAGE>



     3.6  Amendment Fee.  Each of the Banks that is a party
          -------------
to this Third Amendment shall have received from or on behalf
of the Company an amendment fee equal to the result of
(a) such Bank's Commitment multiplied by (b) .1875% (.001875),
which amendment fee shall be fully earned when paid and shall
be non-refundable.

     3.7  Other Instruments or Documents.  The Agent or
          ------------------------------
any Bank or counsel to the Agent shall receive such
other instruments or documents as they may reasonably request.


                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES
                 ------------------------------

     Each Borrower hereby represents and warrants to the Banks
that:

     4.1  Credit Documents.
          ----------------

          (a)  Except to the extent arising out of circumstances
     previously disclosed to the Agent and the Banks by the
     Company in writing (including in any letter agreement among
     the Company and the Banks), as of the date of execution and
     delivery of this Third Amendment and of the Letter of
     Understanding, all of the representations and warranties
     contained in each Credit Document to which such Borrower is
     a party are true and correct in all material respects as
     though made on and as of the Amendment Effective Date.

          (b)  Except to the extent arising out of circumstances
     previously disclosed to the Agent and the Banks by the
     Company in writing (including in any letter agreement among
     the Company and the Banks), after giving effect to this
     Third Amendment and of the Letter of Understanding and to
     the transactions and contemplated hereby and thereby, no
     Defaults exist under the Credit Documents or will exist
     under the Credit Documents.

          (c)  Musketeer hereby affirms that, as of the date of
     execution and delivery of this Third Amendment, all of the
     representations and warranties contained in the Parent
     Pledge Agreement to which it is a party are true and correct
     in all material respects as though made on and as of the
     Amendment Effective Date.

     4.2  Corporate Authorization; No Contravention.  The
          -----------------------------------------
execution, delivery and performance by each Borrower and each
Designated Subsidiary and each Subsidiary of WGI executing any
Credit Document or this Third Amendment and any other Credit
Document (including such documents executed in connection with
this Third Amendment) to which such Person is a party:

          (a)  are within such Person's corporate power and
     authority and have been duly authorized by all necessary
     corporate action on the part of such Person, including any
     shareholder action that is required on the part of any
     shareholder of such Person;

                               -8-



<PAGE>



          (b)  do not and will not contravene the terms of that
     Person's certificate of incorporation, bylaws, other
     organizational document or any amendment of any thereof;

          (c)  do not and will not conflict with, or result in
     any breach or contravention of, or the creation of any Lien
     (other than Liens under this Third Amendment and the other
     Credit Documents) under, any indenture, agreement, lease,
     instrument, Contractual Obligation, injunction, order,
     decree or undertaking to which such Person is a party; and

          (d)  do not and will not violate any Legal Requirement.

     4.3  Governmental Authorization.  No approval, consent,
          --------------------------
exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority of the United States
or any state or other political subdivision thereof (except
for recordings or filings in connection with the Liens granted
to the Agent under the Security Documents or this
Third Amendment) or, to the knowledge of the Borrowers, any other
Person, is necessary or required in connection with the
execution, delivery, performance or enforcement against any
Borrower or any Designated Subsidiary or any Subsidiary of the
Company executing any Credit Document or this Third Amendment or
any other instrument or agreement required under this Third
Amendment or any other Credit Document to be made by any Borrower
or any Designated Subsidiary or any Subsidiary of the Company or
for the validity or enforceability thereof.

     4.4  Binding Effect.  This Third Amendment and each other
          --------------
Credit Document to which any Borrower or any Designated Subsidiary
or any Subsidiary of the Company executing any Credit Document
is a party constitute the legal, valid and binding obligations
of such Borrower or Designated Subsidiary or any Subsidiary
of the Company to the extent it is a party thereto, enforceable
against such Person in accordance with its terms except as
enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating
to enforceability.

     4.5  Borrowings and Letter of Credit Obligations.  As of
          -------------------------------------------
the date of execution and delivery of this Third Amendment,
(a) the outstanding Borrowings are in an amount equal to
$34,000,000 and (b) the outstanding Letter of Credit Obligations
are in an amount equal to approximately $15,364,626 using current
exchange rates.

     4.6  Material Subsidiaries.  Every Material Subsidiary
          ---------------------
will be a Borrower after giving effect to this Third Amendment.


                            ARTICLE V
                          MISCELLANEOUS
                          -------------

     5.1  Confirmation.  The provisions of the Credit Agreement
          ------------
(as amended by this Third Amendment) shall remain in full force
and effect in accordance with its terms following the effectiveness
of this Third Amendment.

                               -9-



<PAGE>



     5.2  Ratification and Affirmation of Borrowers.  Each of the
          -----------------------------------------
Borrowers hereby expressly (a) acknowledges the terms
of this Third Amendment, (b) ratifies and affirms its obligations
under its respective Security Documents to which it is a party,
(c) acknowledges, renews and extends its continued liability
under its respective Security Documents to which it is a party
and (d) agrees that its respective Security Documents to which it
is a party remain in full force and effect with respect to the
Obligations as amended hereby.

     5.3  Successors and Assigns.  This Third Amendment shall be
          ----------------------
binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted pursuant
to the Credit Agreement.

     5.4  Counterparts.  This Third Amendment may be executed
          ------------
by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall
be deemed to constitute one and the same instrument.

     5.5  Invalidity.  In the event that any one or more of
          ----------
the provisions contained in this Third Amendment shall for any
reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect
any other provision of this Third Amendment.

     5.6  Governing Law.  This Third Amendment shall be deemed
          -------------
to be a contract made under and shall be governed by and construed
in accordance with the internal laws of the State of New York.

     5.7  Entire Agreement.  This Third Amendment, the Credit Agreement,
          ----------------
as amended hereby, the Notes, and the other Credit Documents embody
the entire agreement and understanding among the parties herein and
supersede all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to
the subject matter hereof except for any fee letters and any
prior arrangements made with respect to the payment by any
Borrower of (or any indemnification for) any fees, costs or
expenses payable to or incurred (or to be incurred) by or on
behalf of the Agent or the Banks.

                    [signature pages follow]


                              -10-



<PAGE>




     IN WITNESS WHEREOF, the parties hereto have caused this
Third Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the Amendment Effective Date.

                         BORROWERS:
                         ---------

                         WILLBROS GROUP, INC.

                         By: /s/ Melvin F. Spreitzer
                            -------------------------------------------------
                         Name:   Melvin F. Spreitzer
                              -----------------------------------------------
                         Title:  Executive Vice President
                               ----------------------------------------------


                         WILLBROS USA, INC.

                         By: /s/ Melvin F. Spreitzer
                            -------------------------------------------------
                         Name:   Melvin F. Spreitzer
                              -----------------------------------------------
                         Title:  Executive Vice President
                               ----------------------------------------------


                         WILLBROS INTERNATIONAL, INC.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         WILLBROS ENGINEERING & CONSTRUCTION
                         LIMITED

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         WILLBROS WEST AFRICA, INC.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------



                [Third Amendment Signature Page]



<PAGE>


                         WILLBROS (NIGERIA) LIMITED

                         By: /s/ J. K. Tillery
                            -------------------------------------------------
                         Name:   J. K. Tillery
                              -----------------------------------------------
                         Title:  Managing Director
                               ----------------------------------------------


                         THE OMAN CONSTRUCTION COMPANY, LLC

                         By: /s/ Latif A. Razek
                            -------------------------------------------------
                         Name:   Latif A. Razek
                              -----------------------------------------------
                         Title:  General Manager
                               ----------------------------------------------


                         ROGERS & PHILLIPS, INC.

                         By: /s/ William R. Phillips
                            -------------------------------------------------
                         Name:   William R. Phillips
                              -----------------------------------------------
                         Title:  President
                               ----------------------------------------------


                         CONSTRUCTORA CAMSA, C.A.

                         By: /s/ G. Patrick Riga
                            -------------------------------------------------
                         Name:   G. Patrick Riga
                              -----------------------------------------------
                         Title:  General Manager
                               ----------------------------------------------


                         WILLBROS OPERATING SERVICES, INC.

                         By: /s/ Curtis E. Simkin
                            -------------------------------------------------
                         Name:   Curtis E. Simkin
                              -----------------------------------------------
                         Title:  President
                               ----------------------------------------------


                         WILLBROS ENERGY SERVICES COMPANY

                         By: /s/ David W. Nightingale
                            -------------------------------------------------
                         Name:   David W. Nightingale
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------




                [Third Amendment Signature Page]



<PAGE>


                         WILLBROS MARINE ASSETS, INC.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         INTERNATIONAL PIPELINE EQUIPMENT, INC.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         WILLBROS MIDDLE EAST, INC.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         INVERSIONES CAMSA, C.A.

                         By: /s/ G. Patrick Riga
                            -------------------------------------------------
                         Name:   G. Patrick Riga
                              -----------------------------------------------
                         Title:  General Manager
                               ----------------------------------------------


                         WILLBROS ENGINEERS, INC.

                         By: /s/ James R. Beasley
                            -------------------------------------------------
                         Name:   James R. Beasley
                              -----------------------------------------------
                         Title:  President
                               ----------------------------------------------


                         "ESCA" EQUIPMENT SERVICE COMPANIA
                         ANONIMA

                         By: /s/ G. Patrick Riga
                            -------------------------------------------------
                         Name:   G. Patrick Riga
                              -----------------------------------------------
                         Title:  General Manager
                               ----------------------------------------------




                [Third Amendment Signature Page]



<PAGE>


                         WILLBROS INTERNATIONAL PTY LIMITED

                         By: /s/ John K. Allcorn
                            -------------------------------------------------
                         Name:   John K. Allcorn
                              -----------------------------------------------
                         Title:  Managing Director
                               ----------------------------------------------


                         WILLBROS FAR EAST, INC.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         WILLBROS SURAMERICA, S.A.

                         By: /s/ Thomas B. Reilly
                            -------------------------------------------------
                         Name:   Thomas B. Reilly
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         WILLBROS (OVERSEAS) LIMITED

                         By: /s/ Arthur J. West
                            -------------------------------------------------
                         Name:   Arthur J. West
                              -----------------------------------------------
                         Title:  Managing Director
                               ----------------------------------------------


                         MUSKETEER, with respect to its
                         representations and warranties set forth
                         in Section 4.1 of this Third Amendment:

                         MUSKETEER OIL B.V.

                         By: /s/ illegible
                            -------------------------------------------------
                         Name:
                              -----------------------------------------------
                         Title:  Holland Intertrust Corporation B.V
                                 Managing Director
                               ----------------------------------------------




                [Third Amendment Signature Page]



<PAGE>


                         AGENT AND BANK:
                         --------------

                         ABN AMRO BANK N.V.

                         By: /s/ W. Bryan Chapman
                            -------------------------------------------------
                         Name:   W. Bryan Chapman
                              -----------------------------------------------
                         Title:  Group Vice President
                               ----------------------------------------------

                         By: /s/ Stuart Murray
                            -------------------------------------------------
                         Name:   Stuart Murray
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         CO-AGENT AND BANK:
                         -----------------

                         CREDIT LYONNAIS NEW YORK BRANCH

                         By: /s/ Francois Valla
                            -------------------------------------------------
                         Name:   Francois Valla
                              -----------------------------------------------
                         Title:  Senior Vice President
                              -----------------------------------------------


                         BANKS:
                         -----

                         BANK OF AMERICA, N.A. (formerly known as
                         Boatmen's National Bank of Oklahoma)

                         By: /s/ illegible
                            -------------------------------------------------
                         Name:   illegible
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         THE BANK OF NOVA SCOTIA

                         By: /s/ N. Bell
                            -------------------------------------------------
                         Name:   N. Bell
                              -----------------------------------------------
                         Title:  Assistant Agent
                               ----------------------------------------------


                         ARAB BANKING CORPORATION (B.S.C.)

                         By: /s/ Grant E. McDonald
                            -------------------------------------------------
                         Name:   Grant E. McDonald
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------




                [Third Amendment Signature Page]



<PAGE>


                         AUSTRALIA AND NEW ZEALAND BANKING GROUP
                         LTD.

                         By: /s/ John W. Wade
                            -------------------------------------------------
                         Name:   John W. Wade
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------


                         BANK AUSTRIA AKTIENGESELLSCHAFT - GRAND
                         CAYMAN BRANCH

                         By: /s/ Sheila A. Maher      Diane B. Vaccaro
                            -------------------------------------------------
                         Name:   Sheila A. Maher      Diane B. Vaccaro
                             ------------------------------------------------
                         Title:  Vice President       Vice President
                               ----------------------------------------------


                         BANK OF OKLAHOMA, N.A.

                         By: /s/ Kevin A. Humphrey
                            -------------------------------------------------
                         Name:   Kevin A. Humphrey
                              -----------------------------------------------
                         Title:  Vice-President
                               ----------------------------------------------


                         THE BANK OF TOKYO-MITSUBISHI LTD.-
                         HOUSTON AGENCY

                         By: /s/ John W. McGhee
                            -------------------------------------------------
                         Name:   John W. McGhee
                              -----------------------------------------------
                         Title:  Vice President
                               ----------------------------------------------



                [Third Amendment Signature Page]



<PAGE>



      The following exhibit and schedules to the Third Amendment to
Credit Agreement dated as of June 30, 2000, by and among
Willbros Group, Inc., certain of its designated subsidiaries,
ABN AMRO Bank N.V., Credit Lyonnais New York Branch and certain
other banks which are parties to the Credit Agreement
dated as of February 20, 1997 have been omitted, and the
Registrant agrees to furnish supplementally a copy of any such
omitted exhibit or schedule to the Securities and Exchange Commission
upon its request:

Exhibit A           Pricing Schedule
Schedule 3.2        Exceptions to Representations
Schedule 5.20(a)    Subsidiaries
Schedule 5.20(b)    Equity Investments in Excess of $100,000

</TEXT>
</DOCUMENT>
