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^*

Barry David P

(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)
07/21/2008

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	07/21/2008		M		6,414	A	$31.18	20,087	D
Common Stock	07/21/2008		M		5,114	A	$26.7	25,201	D
Common Stock	07/21/2008		M		11,086	A	$31.18	36,287	D
Common Stock	07/21/2008		S		400	D	$63.24	35,887	D
Common Stock	07/21/2008		S		800	D	$63.21	35,087	D
Common Stock	07/21/2008		S		500	D	$63.178	34,587	D
Common Stock	07/21/2008		S		586	D	$63.177	34,001	D
Common Stock	07/21/2008		S		100	D	$63.135	33,901	D
Common Stock	07/21/2008		S		100	D	$63.115	33,801	D
Common Stock	07/21/2008		S		600	D	$63.11	33,201	D
Common Stock	07/21/2008		S		500	D	$63.061	32,701	D
Common Stock	07/21/2008		S		700	D	$63.05	32,001	D
Common Stock	07/21/2008		S		200	D	$63.045	31,801	D
Common Stock	07/21/2008		S		500	D	$63.04	31,301	D
Common Stock	07/21/2008		S		200	D	$63.03	31,101	D
Common Stock	07/21/2008		S		500	D	$63.021	30,601	D
Common Stock	07/21/2008		S		200	D	$63.02	30,401	D
Common Stock	07/21/2008		S		600	D	$63	29,801	D
Common Stock	07/21/2008		S		100	D	$62.99	29,701	D
Common Stock	07/21/2008		S		100	D	$62.96	29,601	D
Common Stock	07/21/2008		S		200	D	$62.95	29,401	D
Common Stock	07/21/2008		S		1,200	D	$62.94	28,201	D
Common Stock	07/21/2008		S		700	D	$62.93	27,501	D
Common Stock	07/21/2008		S		600	D	$62.925	26,901	D
Common Stock	07/21/2008		S		300	D	$62.92	26,601	D
Common Stock	07/21/2008		S		900	D	$62.91	25,701	D
Common Stock	07/21/2008		S		300	D	$62.905	25,401	D
Common Stock	07/21/2008		S		100	D	$62.87	25,301	D
Common Stock	07/21/2008		S		100	D	$62.86	25,201	D
Common Stock	07/21/2008		S		500	D	$62.859	24,701⁽¹⁾	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)	$31.18	07/21/2008		M			6,414	03/13/2007	03/13/2016	Common Stock	6,414	⁽²⁾	6,414	D
Employee Stock Option (Right to Buy)	$26.7	07/21/2008		M			5,114	11/01/2007	11/01/2016	Common Stock	5,114	⁽³⁾	15,342	D
Employee Stock Option (Right to Buy)	$31.18	07/21/2008		M			11,086	03/13/2007	03/13/2016	Common Stock	11,086	⁽²⁾	11,086	D

Explanation of Responses:

1. Of the 24,701 shares owned by the reporting person, 12,622 shares are owned outright and 12,079 are restricted shares yet to vest.

2. Option vested in four (4) equal annual installments of 25% each commencing on March 13, 2007.

3. Option vested in four (4) equal annual installments of 25% each commencing on November 1, 2007.

Remarks:

Relationship of Reporting Person(s) to Issuer: President of the Nuclear Division of the Power Group

	/s/ David P. Barry	07/23/2008
	** 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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