Sec Form 4 Filing - MCALISTER ALBERT @ SHAW GROUP INC - 2012-01-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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 MCALISTER ALBERT 2. Issuer Name and Ticker or Trading Symbol SHAW GROUP INC [ SHAW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4171 ESSEN LANE 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2012 (Street) BATON ROUGE, LA70809 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 01/03/2012 M 1,500 A $ 20.46 1,500 D Common Stock 01/03/2012 S 1,500 D $ 27.56 0 D Common Stock 2,500 I By Gayle McAlister ( 1 ) Common Stock 3,000 I by A. Dial McAlister Limited Partnership ( 2 ) Common Stock 27,764 I by Camille McAlister Trust ( 3 ) Common Stock 7,900 I by Albert McAlister 2001 Charitable Remainder Unitrust ( 4 ) Common Stock 5,000 I by Albert McAlister 2008 Charitable Remainder Unitrust ( 4 ) Common Stock 92,169 I by Albert McAlister Revocable Trust ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 20.46 01/03/2012 M 1,500 01/25/2003 01/25/2012 Common Stock 1,500 $ 20.46 0 D Stock Option (Right to Buy) $ 13.94 01/24/2004 01/24/2013 Common Stock 1,500 1,500 D Stock Option (Right to Buy) $ 11.54 02/02/2005 02/02/2014 Common Stock 1,500 1,500 D Stock Option (Right to Buy) $ 16.11 01/27/2006 01/24/2015 Common Stock 1,500 1,500 D Stock Option (Right to Buy) $ 35.1 01/27/2007 01/27/2016 Common Stock 1,897 1,897 D Stock Option (Right to Buy) $ 33.83 01/30/2008 01/30/2017 Common Stock 1,109 1,109 D Stock Option (Right to Buy) $ 55.57 01/29/2009 01/29/2018 Common Stock 1,922 1,922 D Stock Option (Right to Buy) $ 29.39 01/28/2010 01/28/2019 Common Stock 2,405 2,405 D Stock Option (Right to Buy) $ 30.17 01/27/2011 01/27/2020 Common Stock 2,094 2,094 D Stock Option (Rigth to Buy) $ 38.59 01/18/2012 01/18/2021 Common Stock 2,060 2,060 D Restricted Stock Units ( 5 ) $ 0 01/29/2009( 6 ) ( 7 ) Common Stock 0 0 D Restricted Stock Units ( 5 ) $ 0 01/28/2010( 6 ) ( 7 ) Common Stock 502 502 D Restricted Stock Units ( 5 ) $ 0 01/27/2011 ( 7 ) Common Stock 978 978 D Restricted Stock Units ( 5 ) $ 0 01/18/2012( 6 ) ( 7 ) Common Stock 1,416 1,416 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCALISTER ALBERT 4171 ESSEN LANE BATON ROUGE, LA70809 X Signatures /s/ Albert D. McAlister, pursuant to a Power of Attorney previously filed. 01/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gayle McAlister (formerly Brown) resides within Reporting Person's household. ( 2 )A. Dial McAlister is Reporting Person's son. ( 3 )Reporting Person is a co-trustee of the Camille McAlister Trust. ( 4 )Reporting Person is Trustee. ( 5 )Each restricted stock unit represents a contingent right to receive, at the Issuer's discretion, either one share of the Issuer's no par value common stock or a cash payment equal to the fair market value per share of the Issuer's no par value common stock on the vesting date multiplied by the number of restricted stock units that become vested on the vesting date. ( 6 )The restricted stock units vest in three (3) equal annual installments beginning on the date indicated in this column. ( 7 )The restricted stock units do not have an expiration date.

Remarks: After an internal reconciliation of the Reporting Person's holdings, it was determined that his direct holdings were overstated by 3,099 shares, and such shares have been removed from this filing. In addition, the remaining 105,069 shares that were previously reported as directly held are now being reported as indirectly held as follows: an aggregate 12,900 shares are held in two charitable remainder unitrusts and 92,169 shares are held in a revocable trust. See the attached footnotes page for more information.

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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