As filed with the Securities and Exchange Commission on September 24, 1997.
                                                 Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               THE SHAW GROUP INC.
               (Exact name of issuer as specified in its charter)
         Louisiana                                          72-1106167
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)
                  11100 Mead Road, Baton Rouge, Louisiana 70816
               (Address of Principal Executive Offices) (Zip Code)

                               The Shaw Group Inc.
                  1996 Non-Employee Director Stock Option Plan
                            (Full Title of the Plan)

                               T.A. Barfield, Jr.
                          Secretary and General Counsel
                                 11100 Mead Road
                             Baton Rouge, La. 70816
                     (Name and address of agent for service)

                                 (504) 296-1140
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            J. Michael Robinson, Jr.
                        Kantrow, Spaht, Weaver & Blitzer
                        (A Professional Law Corporation)
                                  P.O. Box 2997
                           Baton Rouge, LA 70821-2997
                                 (504) 383-4703

                         CALCULATION OF REGISTRATION FEE

                                Proposed maximum   Proposed maximum
Title of        Amount to be     offering price     aggregate           Amount
Securities      Registered (1)   per share (2)      offering              of
to be                                               price (2)       Registration
registered                                                                Fee
================================================================================
Common Stock,     50,000            $22.01         $1,100,500         $333.48
no par value
================================================================================

(1) There are also being  registered  hereunder  such  additional  indeterminate
number of shares as may be issuable  under the  registrant's  1996  Non-Employee
Director   Stock   Option  Plan  by  reason  of  stock   dividends   or  through
recapitalization  resulting  in stock  split-ups,  combinations  or  exchange of
shares. (2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the  proposed  maximum  aggregate  offering  price have been
computed on the basis of (i) $21.75 per share,  the exercise price of the 20,000
shares underlying  options  previously  awarded under the Plan; and (ii) for the
remaining  30,000  shares,  $22.1875 per share,  the closing price of the Common
Stock reported on the New York Stock Exchange on September 19, 1997.




<PAGE>



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing  the  information  specified in Part I of the
General  Instructions  to the  Registration  Statement  on Form  S-8  under  the
Securities  Act of  1933,  as  amended  (the  "Act"),  will be sent or  given to
participants in The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan
as  required  by Rule  428(b)(1)  promulgated  by the  Securities  and  Exchange
Commission (the "Commission") under the Act.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference:  (a) the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1996;  (b) the Company's  Quarterly  Report on Form
10-Q for the quarter ended November 30, 1996; (c) the Company's Quarterly Report
on Form  10-Q  for the  quarter  ended  February  28,  1997;  (d) the  Company's
Quarterly  Report for the quarter ended May 31, 1997; (e) the Company's  Current
Report on Form 8-K dated  February  11, 1997,  as amended by Amendment  No. 1 on
Form 8-K/A-1 dated April 9, 1997;  (f) the Company's  Current Report on Form 8-K
dated June 17, 1997; (g) the Company's  Proxy Statement dated December 31, 1996,
in connection with the Company's Annual Meeting of Shareholders  held on January
29, 1997; and (h) the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on Form 8-A  (including  any  amendments  or
reports filed for the purpose of updating such description).

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the  termination of the offering made hereby shall be deemed to be  incorporated
by  reference  herein  and to be a part  hereof  from the date of filing of such
documents.

Item 5.  Interests of Named Experts and Counsel

         (a)      Legal Opinions.

         The  legality of the shares of Common  Stock to be offered  pursuant to
this registration  statement will be passed upon for the Company by the law firm
of Kantrow,  Spaht,  Weaver & Blitzer (A Professional  Law  Corporation),  Baton
Rouge,  Louisiana.  As of July  31,  1997,  individual  members  of the  firm of
Kantrow,  Spaht,  Weaver &  Blitzer  (A  Professional  Law  Corporation)  owned,
directly or indirectly, approximately 100 shares of the Company's Common Stock.

         (b)      Experts.

     The consolidated  financial  statements and the related financial statement
schedules  incorporated  in this  Registration  Statement by reference  from the
Company's  Annual Report on Form 10-K for the fiscal year ended August 31, 1996,
and the  restatement  of such  consolidated  financial  statements  and  related
financial  statement schedules filed as an attachment to and incorporated herein
by reference from the Company's  Current Report on Form 8-K dated June 17, 1997,
have been audited by Arthur Andersen LLP and Hannis T. Bourgeois & Co.,  L.L.P.,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  which  are  incorporated  herein  by  reference,   and  have  been  so
incorporated  in  reliance  upon the  report  of such  firms  given  upon  their
authority as experts in accounting  and  auditing.  The single,  jointly  signed
auditor's  report is considered to be the  equivalent of two  separately  signed
auditor's  reports.  Thus,  each  firm  represents  that  it has  complied  with
generally  accepted  auditing  standards and is in a position that would justify
being the only signatory to the report.





<PAGE>



Item 6.  Indemnification of Directors and Officers

         Section  83 of the  Louisiana  Business  Corporation  Law (the  "LBCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative,  or investigative  (other than an action by or in the
right of the  corporation),  by reason of the fact that he is or was a director,
officer,  employee,  or agent of the  corporation,  or is or was  serving at the
request of the corporation as a director, officer, employee, or agent of another
business, foreign or nonprofit corporation, partnership, joint venture, or other
enterprise.  The  indemnity  may  include  expenses,  including  attorney  fees,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with such action,  suit, or proceeding if he acted
in good faith and in a manner he  reasonably  believed  to be in, or not opposed
to, the best  interests of the  corporation,  and,  with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. Section 83 further provides that a Louisiana corporation may indemnify
officers and directors in an action by or in the right of the corporation  under
the same conditions except that no indemnification is permitted without judicial
approval if the  director or officer  shall have been  adjudged to be liable for
willful  or  intentional  misconduct  in  the  performance  of his  duty  to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in any defense of any action  referred to above or any claim  therein,
the  corporation  must  indemnify him against such expenses that such officer or
director  actually  incurred.  Section 83 permits a corporation  to pay expenses
incurred by the officer or director in defending an action,  suit or  proceeding
in  advance  of the  final  disposition  thereof  if  approved  by the  board of
directors.

         Pursuant to Section 83 of the LBCL, the Company has adopted  provisions
in its Restated Articles of Incorporation which require the Company to indemnify
its directors and officers to the fullest extent permitted by the LBCL.

         The  Company  has  entered  into  indemnification  agreements  with its
directors  and certain of its officers  which  provide that the Company will, if
certain  conditions are met and the director or officer acted in accordance with
the  applicable  standard  and  subject to  certain  procedures  and  exceptions
indemnify such persons for claims, judgments and related expenses resulting from
their  service  on behalf of the  Company  and its  affiliated  entities  in any
pending,  threatened or completed  action,  suit or  proceeding,  whether civil,
administrative  or criminal,  except where (i) the Company is  prohibited by law
from providing such indemnification; (ii) payment of the indemnification amounts
has been made  under an  insurance  policy;  and (iii) the  director  or officer
gained a personal profit to which he or she was not legally  entitled  including
profits arising from the violation of certain securities laws.

Item 8.  Exhibits

         Exhibit No.                Description of Document

         4.1(1)            -        Restated Articles of Incorporation
         4.2(1)            -        Amended and Restated By-Laws
         4.3(2)            -        Form of Common Stock Certificate
         4.4(3)            -        The Shaw Group Inc. 1996 Non-Employee
                           Director Stock Option Plan
         5.1(3)            -        Opinion of Kantrow, Spaht, Weaver & Blitzer
                                    (A Professional Law Corporation)
         23.1(3)           -        Consent of Arthur Andersen LLP
         23.2(3)           -        Consent of Hannis T. Bourgeois & Co., L.L.P.



<PAGE>



         23.3(3)           -        Consent of Kantrow, Spaht, Weaver & Blitzer
                                    (A Professional Law Corporation) (included
                                    in Exhibit 5.1)
         24.1(3)           -        Power of Attorney (contained in page II-4 of
                                    this Registration Statement)


(1)      Incorporated  herein by  reference  to the  designated  Exhibit  of the
         Company's  Annual  Report on Form 10-K for the fiscal year ended August
         31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1.
(2)      Incorporated herein by reference to the designated Exhibit of the
         Company's Registration Statement on Form S-1 filed on October 22, 1993,
         as amended (Registration No. 33-70722).
(3)      Filed herewith.

Item 9. Undertakings

   (a)   The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)     To include any Prospectus required by Section 10(a)(3)
                          of the Act;

                  (ii)    To reflect in the Prospectus any facts or events
                          arising after the effective date of the registration
                          statement(or the most recent post-effective amendment
                          thereof)which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement.  Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value
                          of securities offered would not exceed that which was
                          registered) and any deviation from the low or high
                          end of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent
                          no more than a 20% change in the maximum aggregate
                          offering price set forth in the "Calculation of
                          Registration Fee" table in the effective registration
                          statement.

                  (iii)   To include any  material  information  with respect to
                          the plan of distribution  not previously  disclosed in
                          the  registration  statement or any material change to
                          such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  registration  statement is on Form S-3, Form
                  S-8 or Form F-3 and the information required to be included in
                  a post-effective amendment by those paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in the registration statement.

         (2)      That for the purpose of  determining  any liability  under the
                  Act, each post-effective amendment shall be deemed to be a new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.




<PAGE>



         (3)      To  remove  from  registration  by  way  of  a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

   (b) The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) Insofar as indemnification  for liabilities  arising under the Act may be
permitted of  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or controlling  person for the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Act, the registrant  certifies that
it has reasonable  grounds to believe that it meets all of the  requirements for
filing on Form S-8 and has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Baton Rouge, State of Louisiana on September 8, 1997.

                                             THE SHAW GROUP INC.

                                             By: /s/ T.A. Barfield, Jr.
                                                 ------------------------------
                                                  T.A. Barfield, Jr.
                                                  Secretary and General Counsel

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes J.M.  Bernhard,
Jr. and Edward L. Pagano and each of them acting  individually,  with full power
of  substitution,  to file  one or  more  amendments,  including  post-effective
amendments,  to this  registration  statement,  and to file the  same,  with all
exhibits thereto,  and all documents in connection therewith with the Securities
and  Exchange  Commission,  which  amendments,  may make  such  changes  as J.M.
Bernhard,  Jr. or Edward L. Pagano  deems  appropriate;  and each  person  whose
signature appears below,  individually and in each capacity stated below, hereby
appoints  J.M.  Bernhard,  Jr. and Edward L.  Pagano,  and either of them acting
individually, with full power of substitution, as Attorney-in-Fact to execute in
his name and on his behalf any such amendments to this registration statement.

         Pursuant to the  requirements of the Act, this  registration  statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

Signature                               Title                         Date
---------                               -----                         ----

/s/ J.M. Bernhard, Jr.  Chairman of the Board, President and  September 8, 1997
--------------------    Chief Executive Officer (Principal
J.M. Bernhard, Jr.      Executive Officer)

/s/ Edward L. Pagano    Chief Financial Officer and Treasurer  September 8, 1997
--------------------    (Principal Financial Officer and
Edward L. Pagano        Principal Accounting Officer)

/s/ George R. Shepherd  Chief Operations Officer and Director  September 8, 1997
----------------------
George R. Shepherd

/s/ Frank Fronek        President of Fronek Company, Inc.      September 8, 1997
--------------------    and F.C.I. Pipe Support Sales, Inc.
Frank Fronek            and Director

/s/ Albert McAlister                   Director                September 8, 1997
--------------------
Albert McAlister

/s/ L. Lane Grigsby                    Director                September 8, 1997
-------------------
L. Lane Grigsby

/s/ David W. Hoyle                     Director                September 8, 1997
-------------------
David W. Hoyle

/s/ John W. Sinders, Jr.               Director                September 8, 1997
------------------------
John W. Sinders, Jr.

<PAGE>



                                  EXHIBIT INDEX


         Exhibit No.                Description of Document               Page

         4.1(1)    -     Restated Articles of Incorporation
         4.2(1)    -     Amended and Restated By-Laws
         4.3(2)    -     Form of Common Stock Certificate
         4.4(3)    -     The Shaw Group Inc. 1996 Non-Employee
                         Director Stock Option Plan
         5.1(3)    -     Opinion of Kantrow, Spaht, Weaver & Blitzer
                         (A Professional Law Corporation)
         23.1(3)   -     Consent of Arthur Andersen LLP
         23.2(3)   -     Consent of Hannis T. Bourgeois & Co., L.L.P.
         23.3(3)   -     Consent of Kantrow, Spaht, Weaver & Blitzer
                  (A Professional Law Corporation)(included in
                                  Exhibit 5.1)
         24.1(3)   -     Power of Attorney (contained in page II-4 of
                         this Registration Statement

(1)      Incorporated  herein by  reference  to the  designated  Exhibit  of the
         Company's  Annual  Report on Form 10-K for the fiscal year ended August
         31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1.
(2)      Incorporated herein by reference to the designated Exhibit of the
         Company's Registration Statement on Form S-1 filed on October 22, 1993,
         as amended (Registration No. 33-70722)
(3)      Filed herewith.
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{"company-data": {"conformed-name": "SHAW GROUP INC", "cik": "0000914024", "assigned-sic": "3490", "irs-number": "721106167", "state-of-incorporation": "LA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36315", "film-number": "97685003"}, "business-address": {"street1": "11100 MEAD RD", "street2": "2ND FLOOR", "city": "BATON ROUGE", "state": "LA", "zip": "70816", "phone": "5042961195"}, "mail-address": {"street1": "11100 MEAD RD", "street2": "2ND FLOOR", "city": "BATON ROUGE", "state": "LA", "zip": "70816"}}
As filed with the Securities and Exchange Commission on September 24, 1997.
                                                 Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               THE SHAW GROUP INC.
               (Exact name of issuer as specified in its charter)
         Louisiana                                          72-1106167
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)
                  11100 Mead Road, Baton Rouge, Louisiana 70816
               (Address of Principal Executive Offices) (Zip Code)

                               The Shaw Group Inc.
                  1996 Non-Employee Director Stock Option Plan
                            (Full Title of the Plan)

                               T.A. Barfield, Jr.
                          Secretary and General Counsel
                                 11100 Mead Road
                             Baton Rouge, La. 70816
                     (Name and address of agent for service)

                                 (504) 296-1140
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            J. Michael Robinson, Jr.
                        Kantrow, Spaht, Weaver & Blitzer
                        (A Professional Law Corporation)
                                  P.O. Box 2997
                           Baton Rouge, LA 70821-2997
                                 (504) 383-4703

                         CALCULATION OF REGISTRATION FEE

                                Proposed maximum   Proposed maximum
Title of        Amount to be     offering price     aggregate           Amount
Securities      Registered (1)   per share (2)      offering              of
to be                                               price (2)       Registration
registered                                                                Fee
================================================================================
Common Stock,     50,000            $22.01         $1,100,500         $333.48
no par value
================================================================================

(1) There are also being  registered  hereunder  such  additional  indeterminate
number of shares as may be issuable  under the  registrant's  1996  Non-Employee
Director   Stock   Option  Plan  by  reason  of  stock   dividends   or  through
recapitalization  resulting  in stock  split-ups,  combinations  or  exchange of
shares. (2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the  proposed  maximum  aggregate  offering  price have been
computed on the basis of (i) $21.75 per share,  the exercise price of the 20,000
shares underlying  options  previously  awarded under the Plan; and (ii) for the
remaining  30,000  shares,  $22.1875 per share,  the closing price of the Common
Stock reported on the New York Stock Exchange on September 19, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing  the  information  specified in Part I of the
General  Instructions  to the  Registration  Statement  on Form  S-8  under  the
Securities  Act of  1933,  as  amended  (the  "Act"),  will be sent or  given to
participants in The Shaw Group Inc. 1996 Non-Employee Director Stock Option Plan
as  required  by Rule  428(b)(1)  promulgated  by the  Securities  and  Exchange
Commission (the "Commission") under the Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference:  (a) the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1996;  (b) the Company's  Quarterly  Report on Form
10-Q for the quarter ended November 30, 1996; (c) the Company's Quarterly Report
on Form  10-Q  for the  quarter  ended  February  28,  1997;  (d) the  Company's
Quarterly  Report for the quarter ended May 31, 1997; (e) the Company's  Current
Report on Form 8-K dated  February  11, 1997,  as amended by Amendment  No. 1 on
Form 8-K/A-1 dated April 9, 1997;  (f) the Company's  Current Report on Form 8-K
dated June 17, 1997; (g) the Company's  Proxy Statement dated December 31, 1996,
in connection with the Company's Annual Meeting of Shareholders  held on January
29, 1997; and (h) the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on Form 8-A  (including  any  amendments  or
reports filed for the purpose of updating such description).

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the  termination of the offering made hereby shall be deemed to be  incorporated
by  reference  herein  and to be a part  hereof  from the date of filing of such
documents.

Item 5.  Interests of Named Experts and Counsel

         (a)      Legal Opinions.

         The  legality of the shares of Common  Stock to be offered  pursuant to
this registration  statement will be passed upon for the Company by the law firm
of Kantrow,  Spaht,  Weaver & Blitzer (A Professional  Law  Corporation),  Baton
Rouge,  Louisiana.  As of July  31,  1997,  individual  members  of the  firm of
Kantrow,  Spaht,  Weaver &  Blitzer  (A  Professional  Law  Corporation)  owned,
directly or indirectly, approximately 100 shares of the Company's Common Stock.

         (b)      Experts.

     The consolidated  financial  statements and the related financial statement
schedules  incorporated  in this  Registration  Statement by reference  from the
Company's  Annual Report on Form 10-K for the fiscal year ended August 31, 1996,
and the  restatement  of such  consolidated  financial  statements  and  related
financial  statement schedules filed as an attachment to and incorporated herein
by reference from the Company's  Current Report on Form 8-K dated June 17, 1997,
have been audited by Arthur Andersen LLP and Hannis T. Bourgeois & Co.,  L.L.P.,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  which  are  incorporated  herein  by  reference,   and  have  been  so
incorporated  in  reliance  upon the  report  of such  firms  given  upon  their
authority as experts in accounting  and  auditing.  The single,  jointly  signed
auditor's  report is considered to be the  equivalent of two  separately  signed
auditor's  reports.  Thus,  each  firm  represents  that  it has  complied  with
generally  accepted  auditing  standards and is in a position that would justify
being the only signatory to the report.
Item 6.  Indemnification of Directors and Officers

         Section  83 of the  Louisiana  Business  Corporation  Law (the  "LBCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative,  or investigative  (other than an action by or in the
right of the  corporation),  by reason of the fact that he is or was a director,
officer,  employee,  or agent of the  corporation,  or is or was  serving at the
request of the corporation as a director, officer, employee, or agent of another
business, foreign or nonprofit corporation, partnership, joint venture, or other
enterprise.  The  indemnity  may  include  expenses,  including  attorney  fees,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with such action,  suit, or proceeding if he acted
in good faith and in a manner he  reasonably  believed  to be in, or not opposed
to, the best  interests of the  corporation,  and,  with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. Section 83 further provides that a Louisiana corporation may indemnify
officers and directors in an action by or in the right of the corporation  under
the same conditions except that no indemnification is permitted without judicial
approval if the  director or officer  shall have been  adjudged to be liable for
willful  or  intentional  misconduct  in  the  performance  of his  duty  to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in any defense of any action  referred to above or any claim  therein,
the  corporation  must  indemnify him against such expenses that such officer or
director  actually  incurred.  Section 83 permits a corporation  to pay expenses
incurred by the officer or director in defending an action,  suit or  proceeding
in  advance  of the  final  disposition  thereof  if  approved  by the  board of
directors.

         Pursuant to Section 83 of the LBCL, the Company has adopted  provisions
in its Restated Articles of Incorporation which require the Company to indemnify
its directors and officers to the fullest extent permitted by the LBCL.

         The  Company  has  entered  into  indemnification  agreements  with its
directors  and certain of its officers  which  provide that the Company will, if
certain  conditions are met and the director or officer acted in accordance with
the  applicable  standard  and  subject to  certain  procedures  and  exceptions
indemnify such persons for claims, judgments and related expenses resulting from
their  service  on behalf of the  Company  and its  affiliated  entities  in any
pending,  threatened or completed  action,  suit or  proceeding,  whether civil,
administrative  or criminal,  except where (i) the Company is  prohibited by law
from providing such indemnification; (ii) payment of the indemnification amounts
has been made  under an  insurance  policy;  and (iii) the  director  or officer
gained a personal profit to which he or she was not legally  entitled  including
profits arising from the violation of certain securities laws.

Item 8.  Exhibits

         Exhibit No.                Description of Document

         4.1(1)            -        Restated Articles of Incorporation
         4.2(1)            -        Amended and Restated By-Laws
         4.3(2)            -        Form of Common Stock Certificate
         4.4(3)            -        The Shaw Group Inc. 1996 Non-Employee
                           Director Stock Option Plan
         5.1(3)            -        Opinion of Kantrow, Spaht, Weaver & Blitzer
                                    (A Professional Law Corporation)
         23.1(3)           -        Consent of Arthur Andersen LLP
         23.2(3)           -        Consent of Hannis T. Bourgeois & Co., L.L.P.
23.3(3)           -        Consent of Kantrow, Spaht, Weaver & Blitzer
                                    (A Professional Law Corporation) (included
                                    in Exhibit 5.1)
         24.1(3)           -        Power of Attorney (contained in page II-4 of
                                    this Registration Statement)

(1)      Incorporated  herein by  reference  to the  designated  Exhibit  of the
         Company's  Annual  Report on Form 10-K for the fiscal year ended August
         31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1.
(2)      Incorporated herein by reference to the designated Exhibit of the
         Company's Registration Statement on Form S-1 filed on October 22, 1993,
         as amended (Registration No. 33-70722).
(3)      Filed herewith.

Item 9. Undertakings

   (a)   The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)     To include any Prospectus required by Section 10(a)(3)
                          of the Act;

                  (ii)    To reflect in the Prospectus any facts or events
                          arising after the effective date of the registration
                          statement(or the most recent post-effective amendment
                          thereof)which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement.  Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value
                          of securities offered would not exceed that which was
                          registered) and any deviation from the low or high
                          end of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent
                          no more than a 20% change in the maximum aggregate
                          offering price set forth in the "Calculation of
                          Registration Fee" table in the effective registration
                          statement.

                  (iii)   To include any  material  information  with respect to
                          the plan of distribution  not previously  disclosed in
                          the  registration  statement or any material change to
                          such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  registration  statement is on Form S-3, Form
                  S-8 or Form F-3 and the information required to be included in
                  a post-effective amendment by those paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in the registration statement.

         (2)      That for the purpose of  determining  any liability  under the
                  Act, each post-effective amendment shall be deemed to be a new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.
(3)      To  remove  from  registration  by  way  of  a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

   (b) The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) Insofar as indemnification  for liabilities  arising under the Act may be
permitted of  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or controlling  person for the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant to the requirements of the Act, the registrant  certifies that
it has reasonable  grounds to believe that it meets all of the  requirements for
filing on Form S-8 and has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Baton Rouge, State of Louisiana on September 8, 1997.

                                             THE SHAW GROUP INC.

                                             By: /s/ T.A. Barfield, Jr.
                                                 ------------------------------
                                                  T.A. Barfield, Jr.
                                                  Secretary and General Counsel

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes J.M.  Bernhard,
Jr. and Edward L. Pagano and each of them acting  individually,  with full power
of  substitution,  to file  one or  more  amendments,  including  post-effective
amendments,  to this  registration  statement,  and to file the  same,  with all
exhibits thereto,  and all documents in connection therewith with the Securities
and  Exchange  Commission,  which  amendments,  may make  such  changes  as J.M.
Bernhard,  Jr. or Edward L. Pagano  deems  appropriate;  and each  person  whose
signature appears below,  individually and in each capacity stated below, hereby
appoints  J.M.  Bernhard,  Jr. and Edward L.  Pagano,  and either of them acting
individually, with full power of substitution, as Attorney-in-Fact to execute in
his name and on his behalf any such amendments to this registration statement.

         Pursuant to the  requirements of the Act, this  registration  statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

Signature                               Title                         Date
---------                               -----                         ----

/s/ J.M. Bernhard, Jr.  Chairman of the Board, President and  September 8, 1997
--------------------    Chief Executive Officer (Principal
J.M. Bernhard, Jr.      Executive Officer)

/s/ Edward L. Pagano    Chief Financial Officer and Treasurer  September 8, 1997
--------------------    (Principal Financial Officer and
Edward L. Pagano        Principal Accounting Officer)

/s/ George R. Shepherd  Chief Operations Officer and Director  September 8, 1997
----------------------
George R. Shepherd

/s/ Frank Fronek        President of Fronek Company, Inc.      September 8, 1997
--------------------    and F.C.I. Pipe Support Sales, Inc.
Frank Fronek            and Director

/s/ Albert McAlister                   Director                September 8, 1997
--------------------
Albert McAlister

/s/ L. Lane Grigsby                    Director                September 8, 1997
-------------------
L. Lane Grigsby

/s/ David W. Hoyle                     Director                September 8, 1997
-------------------
David W. Hoyle

/s/ John W. Sinders, Jr.               Director                September 8, 1997
------------------------
John W. Sinders, Jr.
EXHIBIT INDEX

         Exhibit No.                Description of Document               Page

         4.1(1)    -     Restated Articles of Incorporation
         4.2(1)    -     Amended and Restated By-Laws
         4.3(2)    -     Form of Common Stock Certificate
         4.4(3)    -     The Shaw Group Inc. 1996 Non-Employee
                         Director Stock Option Plan
         5.1(3)    -     Opinion of Kantrow, Spaht, Weaver & Blitzer
                         (A Professional Law Corporation)
         23.1(3)   -     Consent of Arthur Andersen LLP
         23.2(3)   -     Consent of Hannis T. Bourgeois & Co., L.L.P.
         23.3(3)   -     Consent of Kantrow, Spaht, Weaver & Blitzer
                  (A Professional Law Corporation)(included in
                                  Exhibit 5.1)
         24.1(3)   -     Power of Attorney (contained in page II-4 of
                         this Registration Statement

(1)      Incorporated  herein by  reference  to the  designated  Exhibit  of the
         Company's  Annual  Report on Form 10-K for the fiscal year ended August
         31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1.
(2)      Incorporated herein by reference to the designated Exhibit of the
         Company's Registration Statement on Form S-1 filed on October 22, 1993,
         as amended (Registration No. 33-70722)
(3)      Filed herewith.