SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GLASS JAMES

(Last)

(First)

(Middle)

4171 ESSEN LANE

(Street)

BATON ROUGE

70809

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2011

3. Issuer Name and Ticker or Trading Symbol
SHAW GROUP INC [ SHAW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	(see below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	3,728	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	01/01/2011⁽¹⁾	10/29/2019	Common Stock	1,526	$27.79	D
Employee Stock Option (Right to Buy)	01/01/2010⁽¹⁾	10/31/2018	Common Stock	3,167	$17.89	D
Employee Stock Option (Right to Buy)	01/01/2009⁽¹⁾	12/07/2017	Common Stock	1,228	$67.19	D
Employee Stock Option (Right to Buy)	11/01/2007⁽¹⁾	11/01/2016	Common Stock	2,129	$26.7	D
Employee Stock Option (Right to Buy)	10/13/2006⁽¹⁾	10/13/2015	Common Stock	861	$20.76	D
Employee Stock Option (Right to Buy)	01/21/2006⁽¹⁾	01/21/2015	Common Stock	1,761	$16.42	D
Stock Appreciation Rights⁽²⁾	01/01/2012	10/29/2020	Common Stock	2,232	$30.56	D
Restricted Stock Units⁽³⁾	01/01/2012⁽⁴⁾	01/01/2015	Common Stock	1,115	$0.00	D
Restricted Stock Units⁽³⁾	01/01/2011⁽⁴⁾	01/01/2014	Common Stock	691	$0.00	D
Restricted Stock Units⁽³⁾	01/01/2010⁽⁴⁾	01/01/2013	Common Stock	965	$0.00	D
Restricted Stock Units⁽³⁾	01/01/2010⁽⁵⁾	01/01/2012	Common Stock	1,015	$0.00	D
Restricted Stock Units⁽³⁾	01/01/2009⁽⁴⁾	01/01/2012	Common Stock	165	$0.00	D

Explanation of Responses:

1. The options vest in four (4) equal annual installments beginning on the date indicated in this column.

2. Stock appreciation rights that were granted pursuant to the Company's 2008 Omnibus Incentive Plan on 10/29/2010 that vest in four (4) annual installments of 25% commencing January 1, 2012.

3. Each restricted stock unit (RSU) represents a contingent right to recieve, at Issuer's discretion, either one share of the Issuer's no par value common stock or receive a cash payment equal to the fair market value per share of the Issuer's stock on the vesting date multiplied by the number of restricted stock units that became vested on the vesting date.

4. The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column.

5. The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.

Remarks:

Relationship of Reporting Person(s) to Issuer: President of Energy and Chemicals Group

	/s/ James Glass Pursuant to a Power of Attorney	10/06/2011
	** 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 Number.