FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thompson Patrick

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/17/2009 

3. Issuer Name and Ticker or Trading Symbol

SHAW GROUP INC [SGR]

(Last)        (First)        (Middle)

4171 ESSEN LANE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
(See below) /

(Street)

BATON ROUGE, LA 70809       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 54639   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   1/1/2010   10/31/2018   Common Stock   36203   (2) $17.89   D    
Employee Stock Option (Right to Buy)   1/1/2009   10/3/2017   Common Stock   11510   (3) $67.19   D    
Employee Stock Option (Right to Buy)   11/1/2007   12/7/2016   Common Stock   30440   (4) $26.70   D    
Employee Stock Option (Right to Buy)   10/13/2006   10/13/2015   Common Stock   29000   (5) $20.76   D    
Employee Stock Option (Right to Buy)   10/13/2005   10/13/2014   Common Stock   41000   (6) $12.66   D    
Restricted Stock Units     (7)   (7) Common Stock   6201   (8) $0.00   (9) D    
Restricted Stock Units     (10)   (10) Common Stock   22065   (8) $0.00   (9) D    
Restricted Stock Units     (11)   (11) Common Stock   14673   (8) $0.00   (9) D    

Explanation of Responses:
( 1)  Of the 54,639 total shares owned by the reporting person, 43,992 shares are owned directly by the reporting person; 3,625 shares are restricted shares yet to vest that were part of an award originally made on January 27, 2006 and vesting in four equal annual installments of 25% each; and 7,022 shares are restricted shares yet to vest that were part of an award originally made on November 1, 2006 and vesting in four equal installments of 25% each.
( 2)  This stock option grant was made on October 31, 2008, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal installments of 25% each commencing on January 1, 2010.
( 3)  This stock option grant was made on December 7, 2007, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal installments of 25% each commencing on January 1, 2009.
( 4)  This stock option grant was made on November 1, 2006, under the Company's 2001 Employee Incentive Compensation Plan and vests in four equal installments of 25% each commencing on November 1, 2007.
( 5)  This stock option grant was made on October 13, 2005, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal installments of 25% each commencing on October 13, 2006.
( 6)  This stock option grant was made on October 13, 2004, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal annual installments of 25% each commencing on October 13, 2005.
( 7)  This restricted stock unit award was made effective December 7, 2007, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal annual installments of 25% each commencing on January 1, 2009.
( 8)  This number is the total number of restricted stock units granted.
( 9)  Each restricted stock unit represents a contingent right to receive one share of the Company's no par value common stock.
( 10)  This restricted stock unit award was made effective October 31, 2008, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal annual installments of 25% each commencing on January 1, 2010.
( 11)  This restricted stock unit award was made effective October 31, 2008, under the Company's 2001 Employee Incentive Compensation Plan and vests in three (3) equal annual installments of 33% each commencing on January 1, 2010.

Remarks:
Relationship of Reporting Person(s) to Issuer: Executive Vice President and Chief Administrative Officer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thompson Patrick
4171 ESSEN LANE
BATON ROUGE, LA 70809

(See below)

Signatures
/s/ Gilbert P. Thompson, Jr. By power of attorney previously filed. 2/26/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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