Sec Form 4 Filing - BEVAN GEORGE P @ SHAW GROUP INC - 2012-12-27

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 BEVAN GEORGE P 2. Issuer Name and Ticker or Trading Symbol SHAW GROUP INC [ SHAW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) (See Remarks) (Last) (First) (Middle) 4171 ESSEN LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2012 (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 12/27/2012 S 2,100 D $ 46.44 17,781 D Common Stock 12/27/2012 S 5,300 D $ 46.45 12,481 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 (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 Employee Stock Option (Right to Buy) $ 67.19 01/01/2009( 1 ) 12/07/2017 Common Stock 2,302 2,302 D Employee Stock Option (Right to Buy) $ 17.89 01/01/2010( 1 ) 10/31/2018 Common Stock 9,051 9,051 D Employee Stock Option (Right to Buy) $ 27.79 01/01/2011( 1 ) 10/29/2019 Common Stock 13,331 13,331 D Employee Stock Option (Right to Buy) $ 30.56 01/01/2012( 1 ) 10/29/2020 Common Stock 21,968 21,968 D Restricted Stock Units ( 2 ) $ 0 01/01/2010( 3 ) ( 4 ) Common Stock 5,517 5,517 D Restricted Stock Units ( 2 ) $ 0 01/01/2011( 3 ) ( 4 ) Common Stock 8,049 8,049 D Restricted Stock Units ( 2 ) $ 0 01/01/2012( 3 ) ( 4 ) Common Stock 10,980 10,980 D Restricted Stock Units ( 2 ) $ 0 11/01/2012( 5 ) ( 4 ) Comon Stock 12,187 12,187 D Restricted Stock Units ( 2 ) $ 0 10/22/2013( 6 ) ( 4 ) Common Stock 10,112 10,112 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BEVAN GEORGE P 4171 ESSEN LANE BATON ROUGE, LA70809 (See Remarks) Signatures /s/ George P. Bevan pursuant to a Power of Attorney previously filed 12/31/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest in four (4) equal annual installments beginning on the date indicated in this column. ( 2 )East 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. ( 3 )The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column. ( 4 )The restricted stock units do not have an expiration date. ( 5 )The restricted stock units vest in three (3) annual installments commencing on November 1, 2012, with 33% vesting on November 1, 2012 and November 1, 2013, and 34% vesting on November 1, 2014. ( 6 )The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.

Remarks: Relationship of Reporting Person(s) to Issuer: President of Environmental & Infrastructure Group

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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