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^*

Kershaw Michael J.

(Last)

(First)

(Middle)

4171 ESSEN LANE

(Street)

BATON ROUGE

70809

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2007

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

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 (Restricted Shares)⁽¹⁾	2,527	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)⁽²⁾	10/01/2007	10/01/2017	Common Stock	5,792	$59.36	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	1,344⁽⁴⁾	⁽³⁾	D
Employee Stock Options (Right to Buy)⁽⁵⁾	12/07/2008	12/07/2017	Common Stock	2,494	$67.19	D

Explanation of Responses:

1. Restricted stock award granted on October 1, 2007 under the Company's 2001 Employee Incentive Stock Option Plan, that vests in three (3) equal annual installments of 33% each, commencing on October 1, 2008.

2. Stock option grant awarded on October 1, 2007, under the Company's 2001 Employee Incentive Compensation Plan, that vests in four (4) equal annual installments of 25% each, commencing on October 1, 2008.

3. The restricted stock units vest in four (4) equal annual installments of 25% each commencing on December 7, 2008.

4. This number is the total number of restricted stock units granted.

5. This stock option grant was awarded on December 7, 2007, and will vest in four (4) equal annual installments of 25% each, commencing on December 7, 2008.

Remarks:

Relationship of Reporting Person(s) to Issuer: Senior Vice President and Corporate Controller

	/s/ Michael J. Kershaw	12/21/2007
	** 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.
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