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^*

BERNHARD JAMES M 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2006

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	04/26/2006		S		882	D	$32.1	174,260	I	By the Bernhard Family LLC⁽¹⁾
Common Stock	04/26/2006		S		810	D	$32.09	173,450	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		18	D	$32.08	173,432	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		36	D	$32.07	173,396	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		450	D	$32.04	172,946	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		36	D	$32.03	172,910	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		162	D	$32.02	172,748	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		198	D	$32.01	172,550	I	By the Bernhard Family LLC
Common Stock	04/26/2006		S		9,508	D	$32	163,042⁽²⁾	I	By the Bernhard Family LLC

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)

Explanation of Responses:

1. Prior to the sales on this date, there were 175,142 shares of the Company's no par value common stock owned by The Bernhard Family LLC, a limited liability company of which the reporting person and his spouse are the sole co-managers and the sole voting members.

2. After the sales on this date, there remains owned by The Bernhard Family LLC a total of 163,042 shares of the Company's no par value common stock.

Remarks:

This report is the second of two reports. The first report reports sales of shares of the Company's no par value common stock held directly by the reporting person, and the second report reports sales of shares of the Company's no par value common stock held indirectly by the reporting person through a limited liability company. Prior and subsequent to the transactions reported on the first report, the reporting person directly held 1,119,598 shares and 1,064,598 shares, respectively, of the Company's no par value common stock. Prior and subsequent to the transactions reported on the second report, the reporting person indirectly held 175,142 shares and 163,042 shares, respectively, of the Company's no par value common stock.

	/s/ J. M. Bernhard, Jr.	04/27/2006
	** 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).
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