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

                                   FORM 10-Q/A

(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended       February 29, 2000

                                       or

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from                        to
                                        ---------------------    ---------------



        Commission File Number:              0-22992
                               -------------------------------------------------


                               The Shaw Group Inc.
- --------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)


        Louisiana                                     72-1106167
- -----------------------------          -----------------------------------------
 (State of Incorporation)              (I.R.S. Employer Identification Number)

8545 United Plaza Boulevard, Baton Rouge, Louisiana                  70809
- ---------------------------------------------------               -----------
(Address of principal executive offices)                           (Zip Code)


                                 (225) 932-2500
          ---------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No .

The number of shares outstanding of each of the issuer's classes of common stock
as of the latest practicable date, is as follows:

Common stock, no par value, 15,355,459 shares outstanding as of April 30, 2000.




Explanatory Note:

          This Form 10-Q/A is being  filed for the purpose of amending  Part II,
     Item 4,  "Submission  of  Matters  to a Vote of  Security  Holders"  of the
     Quarterly  Report on Form 10-Q for the quarterly  period ended February 29,
     2000, which was filed by The Shaw Group Inc.  on April 14,  2000.  The sole
     purpose of this  amendment  is to report the  results  of the  election  of
     directors at the January 28, 2000 Annual Meeting of Shareholders, which was
     inadvertently omitted from the aforementioned Form 10-Q.

          In order to correct this  omission,  Part II, Item 4,  "Submission  of
     Matters to a Vote of Security  Holders"  set forth in the Form 10-Q for the
     quarterly period ended February 29, 2000, which was filed by The Shaw Group
     Inc. on April 14, 2000, is hereby  deleted and the following is substituted
     therefor.

     ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          On January  28,  2000,  the Company  held its 2000  Annual  Meeting of
     Shareholders.  The only matter  submitted  to a vote at the meeting was the
     election of six directors.

          The results of the vote for election of directors were as follows:

               Name                           For                   Withheld
               ----                           ---                   --------
          J. M. Bernhard, Jr.              20,144,349                15,552
          L. Lane Grigsby                  20,144,360                15,541
          David W. Hoyle                   20,145,010                14,891
          Albert McAlister                 20,144,360                15,541
          John W. Sinders, Jr.             20,144,360                15,541
          William H. Grigg                 20,144,360                15,541

          There  were no  broker  non-votes  with  respect  to the  election  of
     directors.







                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                           THE SHAW GROUP INC.


Dated:  May 1, 2000                        /S/  Robert L. Belk
                                           ----------------------
                                           Chief Financial Officer
                                           (Duly Authorized Officer)