Form 3 Thompson Patrick For: Feb 17 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thompson Patrick

(Last)

(First)

(Middle)

4171 ESSEN LANE

(Street)

BATON ROUGE

70809

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2009

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 Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	54,639	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 Excercise 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 Excercise 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)	01/01/2010	10/31/2018	Common Stock	36,203 ⁽²⁾	$ 17.89	D
Employee Stock Option (Right to Buy)	01/01/2009	10/03/2017	Common Stock	11,510 ⁽³⁾	$ 67.19	D
Employee Stock Option (Right to Buy)	11/01/2007	12/07/2016	Common Stock	30,440 ⁽⁴⁾	$ 26.7	D
Employee Stock Option (Right to Buy)	10/13/2006	10/13/2015	Common Stock	29,000 ⁽⁵⁾	$ 20.76	D
Employee Stock Option (Right to Buy)	10/13/2005	10/13/2014	Common Stock	41,000 ⁽⁶⁾	$ 12.66	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	6,201 ⁽⁸⁾	$ 0 ⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	22,065 ⁽⁸⁾	$ 0 ⁽⁹⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	14,673 ⁽⁸⁾	$ 0 ⁽⁹⁾	D

Explanation of Responses:
1. Of the 54,639 total shares owned by the reporting person, 43,992 shares are owned directly by the reporting person; 3,625 shares are restricted shares yet to vest that were part of an award originally made on January 27, 2006 and vesting in four equal annual installments of 25% each; and 7,022 shares are restricted shares yet to vest that were part of an award originally made on November 1, 2006 and vesting in four equal installments of 25% each.
2. This stock option grant was made on October 31, 2008, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal installments of 25% each commencing on January 1, 2010.
3. This stock option grant was made on December 7, 2007, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal installments of 25% each commencing on January 1, 2009.
4. This stock option grant was made on November 1, 2006, under the Company's 2001 Employee Incentive Compensation Plan and vests in four equal installments of 25% each commencing on November 1, 2007.
5. This stock option grant was made on October 13, 2005, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal installments of 25% each commencing on October 13, 2006.
6. This stock option grant was made on October 13, 2004, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal annual installments of 25% each commencing on October 13, 2005.
7. This restricted stock unit award was made effective December 7, 2007, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal annual installments of 25% each commencing on January 1, 2009.
8. This number is the total number of restricted stock units granted.
9. Each restricted stock unit represents a contingent right to receive one share of the Company's no par value common stock.
10. This restricted stock unit award was made effective October 31, 2008, under the Company's 2001 Employee Incentive Compensation Plan and vests in four (4) equal annual installments of 25% each commencing on January 1, 2010.
11. This restricted stock unit award was made effective October 31, 2008, under the Company's 2001 Employee Incentive Compensation Plan and vests in three (3) equal annual installments of 33% each commencing on January 1, 2010.
Remarks: Relationship�of�Reporting�Person(s)�to�Issuer:�Executive�Vice�President�and�Chief�Administrative�Officer.

	/s/ Gilbert P. Thompson, Jr. By power of attorney previously filed.	02/26/2009
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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