SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Willbros Group, Inc.
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
969199108
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 969199108
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dawson Herman Capital Management Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
517,900
6. SHARED VOTING POWER
785,600
7. SOLE DISPOSITIVE POWER
517,900
8. SHARED DISPOSITIVE POWER
785,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,303,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.33%
12. TYPE OF REPORTING PERSON
IA, CO
CUSIP No. 969199108
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Southport Millennium Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
785,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
785,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.00%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 969199108
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Item 1(a). Name of Issuer:
Willbros Group, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
Plaza 2000 Building
50th Street, 8th Floor
P.O. Box 0816-01098
Panama, Republic of Panama
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Item 2(a). Name of Persons Filing:
Dawson Herman Capital Management Inc.
Southport Millennium Master Fund, Ltd.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Dawson Herman Capital Management Inc.
354 Pequot Avenue
Southport, CT 06890
Southport Millennium Master Fund, Ltd.
c/o Citi Hedge Fund Services (Cayman), Ltd.
P.O. Box 1748
Cayman Corporate Centre
27 Hospital Road
George Town
Grand Cayman KY1-1109
Cayman Islands
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Item 2(c). Citizenship:
Dawson Herman Capital Management Inc. - Connecticut
Southport Millennium Master Fund, Ltd. - Cayman Islands
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Item 2(d). Title of Class of Securities:
Common Stock, $.05 Par Value
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Item 2(e). CUSIP Number:
969199108
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Dawson Herman Capital Management Inc. 1,303,500
Southport Millennium Master Fund, Ltd. 785,600
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(b) Percent of class:
Dawson Herman Capital Management Inc. 3.33%
Southport Millennium Master Fund, Ltd. 2.00%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Dawson Herman Capital Management Inc. 517,900
Southport Millennium Master Fund, Ltd. 0
(ii) Shared power to vote or to direct the vote:
Dawson Herman Capital Management Inc. 785,600
Southport Millennium Master Fund, Ltd. 785,600
(iii) Sole power to dispose or to direct the
disposition of:
Dawson Herman Capital Management Inc. 517,900
Southport Millennium Master Fund, Ltd. 0
(iv) Shared power to dispose or to direct the
disposition of
Dawson Herman Capital Management Inc. 785,600
Southport Millennium Master Fund, Ltd. 785,600
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities check the
following [x].
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
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Item 8. Identification and Classification of Members of the Group.
N/A
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Item 9. Notice of Dissolution of Group.
N/A
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Item 10. Certifications.
By signing below, the reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DAWSON HERMAN CAPITAL MANAGEMENT INC.*
/s/ Thomas S. Galvin
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By: Thomas S. Galvin
Title: Chief Financial Officer
Date: January 9, 2009
*The Reporting Person disclaims beneficial ownership in the common stock
reported herein except to the extent of their pecuniary interest therein.
Item 10. Certifications.
By signing below, the reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SOUTHPORT MILLENNIUM MASTER FUND, LTD.*
/s/ James M. Thorburn
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By: James M. Thorburn
Title: Director
Date: January 9, 2009
*The Reporting Person disclaims beneficial ownership in the common stock
reported herein except to the extent of their pecuniary interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated January 9, 2009 relating to
the Common Stock, $.05 Par Value of Willbros Group, Inc. shall be filed on
behalf of the undersigned.
DAWSON HERMAN CAPITAL MANAGEMENT INC.
/s/ Thomas S. Galvin
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By: Thomas S. Galvin
Title: Chief Financial Officer
SOUTHPORT MILLENNIUM MASTER FUND, LTD.
/s/ James M. Thorburn
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By: James M. Thorburn
Title: Director
Date: January 9, 2009
SK 02721 0016 953769