EXHIBIT 10.13 INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into effective as of the ----------------day of ----------------, 19------ ("Effective Date"), by and between WILLBROS GROUP,...

                                                    EXHIBIT 10.13


                INCENTIVE STOCK OPTION AGREEMENT


     THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is
made and entered into effective as of the ----------------day of
----------------, 19------ ("Effective Date"), by and between WILLBROS
GROUP, INC., a Republic of Panama corporation  (the "Company"),
and---------------------------------------------, an individual
("Employee").

                      W I T N E S S E T H:
                  ----------------------------

     WHEREAS, the Board of Directors of the Company (the "Board")
has adopted the Willbros Group, Inc. 1996 Stock Plan (the "Plan")
for the purpose of encouraging key employees of the Company and
its Subsidiaries (as defined in the Plan) to acquire stock
ownership in the Company and to continue in the employ of the
Company and its Subsidiaries; and

     WHEREAS, -------------------------------------------- is a
key employee of the Company or a Subsidiary, and the committee of
the Board which administers the Plan (the "Committee") desires to
grant to Employee an option under the Plan which qualifies as an
"incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended;

     NOW, THEREFORE, in consideration of the premises and the
covenants and agreements herein contained, the parties hereto
hereby agree as follows:

     1.   GRANT OF OPTION.  The Company hereby grants to Employee
the right and option to purchase from the Company, during the
periods and on the terms and conditions hereinafter set forth, an
aggregate of ----------------- shares of its common stock, par
value $.05 per share ("Share" or "Shares"), at a price of $------
per share, being the Fair Market Value (as defined in the
Plan) of a Share on the Effective Date (hereinafter, the
"Option").

     2.   EXERCISE PERIODS.  Subject to the terms of this
Agreement, the Option shall become exercisable, in whole or in
part, only at the times and during the periods and for the number
of Shares set forth below:

          (a)  On or after --------------------, --------, but no
             later than --------------, -------,
             ------------- Shares;

          (b)  On or after -------------------, -------, but no
             later than ---------------, --------,
             ------------ Shares;

          (c)  On or after -----------------, --------, but no
             later than ----------------, --------,
             ------------ Shares; and