SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARFIELD T A JR

(Last)

(First)

(Middle)

4171 ESSEN LANE

(Street)

BATON ROUGE

70809

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2006		M		20,000	A	$21	243,107	D
Common Stock	02/07/2006		M		15,540	A	$15.08	258,647	D
Common Stock	02/07/2006		M		15,000	A	$11.2	273,647	D
Common Stock	02/07/2006		S		50,540	D	$35.7981	223,107	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$21	02/07/2006		M		20,000		07/28/2001	07/28/2010	Common Stock	20,000	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$15.08	02/07/2006		M		15,540		12/19/2003	12/19/2012	Common Stock	15,540	⁽²⁾	1⁽²⁾	D
Employee Stock Option (Right to Buy)	$11.2	02/07/2006		M		15,000		10/10/2004	10/10/2013	Common Stock	15,000	⁽³⁾	1⁽³⁾	D

Explanation of Responses:

1. Option vested in four (4) equal annual installments of 25% each commencing on July 28, 2001.

2. Option vests in four (4) equal annual installments of 25% each commencing on December 19, 2003. This option covers an aggregate of 16,409 shares of common stock. The option exercise reported hereby was partial, for 15,540 shares; 869 shares of common stock therefore remain subject to this option.

3. Option vests in four (4) equal annual installments of 25% each commencing on October 10, 2004. This option covers an aggregate of 89,070 shares of common stock. The option exercise reported hereby was partial, for 15,000 shares; 74,070 shares of common stock therefore remain subject to this option.

Remarks:

Relationship of Reporting Person to Issuer: President, Chief Operating Officer and Interim President of Environmental & Infrastructure Division

	/s/ T. A. Barfield, Jr.	02/08/2006
	** 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 4 (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.
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