As filed with the Securities and Exchange Commission on September 15, 1999.
                                                  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)

            8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
               (Address of Principal Executive Offices) (Zip Code)

                               The Shaw Group Inc.
                         1993 Employee Stock Option Plan
                            (Full Title of the Plan)

                               T.A. Barfield, Jr.
                       Senior Vice President of Operations
                           8545 United Plaza Boulevard
                             Baton Rouge, La. 70809
                     (Name and address of agent for service)

                                 (225) 932-2500
          (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
                                 (225) 383-4703

                         CALCULATION OF REGISTRATION FEE


  Title of                      Proposed maximum  Proposed maximum    Amount of
Securities to    Amount to be    offering price       aggregate     registration
be registered   Registered (1)   per share (2)   offering price (2)      fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Common Stock,     1,072,058        $14.74          $15,800,481       $4,661.14
 no par value
--------------------------------------------------------------------------------

(1) There are also being  registered  hereunder  such  additional  indeterminate
number of shares as may be issuable under the  registrant's  1993 Employee 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)
$8.375 per share,  the average  exercise price of the 478,841 shares  underlying
options  previously  awarded under the Plan; and (ii) for the remaining  593,217
shares, $19.875 per share, the closing price of the Common Stock reported on the
New York Stock Exchange on September 13, 1999.




<PAGE>




         This Registration Statement registers additional securities of the same
class as other securities for which the Registration  Statement on Form S-8, SEC
File No. 333-2666 was filed with the Securities and Exchange Commission on March
22, 1996 (the "Registration  Statement").  Pursuant to General  Instruction E of
Form S-8, the contents of the Registration  Statement are hereby incorporated by
reference.













<PAGE>



                                      II-5

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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)    -   Specimen Common Stock Certificate
         4.4(3)    -   1993 Employee Stock Option Plan, as amended
         5.1(4)    -   Opinion of Kantrow, Spaht, Weaver & Blitzer
                       (A Professional Law Corporation)
         23.1(4)   -   Consent of Arthur Andersen LLP
         23.2(4)   -   Consent of Hannis T. Bourgeois & Co., L.L.P.
         23.3(4)   -   Consent of Kantrow,  Spaht,  Weaver & Blitzer
                       (A Professional  Law Corporation)
                       (included in Exhibit 5.1)
         24.1(4)   -   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)      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, 1997.
(4)      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 Securities Act of 1933, as amended (the "Act");



<PAGE>


                    (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 Securities Exchange Act of 1934, as
                  amended  (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.

   (h) 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 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 August 31, 1999.

                                                     THE SHAW GROUP INC.


                                                     By:/s/ Robert W. Belk
                                                     ---------------------
                                                     Robert W. Belk
                                                     Chief Financial Officer

                                POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes J.M.  Bernhard,  Jr.
and  Robert W. Belk 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  Robert  W. Belk  deems  appropriate;  and each  person  whose
signature appears below,  individually and in each capacity stated below, hereby
appoints  J.M.  Bernhard,  Jr.  and Robert W.  Belk,  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   August 31, 1999
-----------------------   Chief Executive Officer (Principal
J.M. Bernhard, Jr.        Executive Officer)


/s/ Robert W. Belk        Chief Financial Officer and Treasurer  August 31, 1999
-----------------------   and Director (Principal Financial
Robert W. Belk            Officer and Principal Accounting
                          Officer)

/s/ Albert McAlister      Director                               August 31, 1999
Albert McAlister


/s/ L. Lane Grigsby       Director                               August 31, 1999
-----------------------
L. Lane Grigsby


/s/ David W. Hoyle        Director                               August 31, 1999
-----------------------
David W. Hoyle


/s/ John W. Sinders, Jr.  Director                               August 31, 1999
------------------------
John W. Sinders, Jr.


/s/ William H. Grigg      Director                               August 31, 1999
-----------------------
William H. Grigg





<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)      -    Specimen Common Stock Certificate
         4.4(3)      -    1993 Employee Stock Option Plan, as amended
         5.1(4)      -    Opinion of Kantrow, Spaht, Weaver & Blitzer
                          (A Professional Law Corporation)
         23.1(4)     -    Consent of Arthur Andersen LLP
         23.2(4)     -    Consent of Hannis T. Bourgeois & Co., L.L.P.
         23.3(4)     -    Consent of Kantrow, Spaht, Weaver & Blitzer
                          (A Professional Law Corporation)
                          (included in Exhibit 5.1)
         24.1(4)     -    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)      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, 1997.
(4)      Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15232}]
{"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": "333-87175", "film-number": "99712301"}, "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 15, 1999.
                                                  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)

            8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
               (Address of Principal Executive Offices) (Zip Code)

                               The Shaw Group Inc.
                         1993 Employee Stock Option Plan
                            (Full Title of the Plan)

                               T.A. Barfield, Jr.
                       Senior Vice President of Operations
                           8545 United Plaza Boulevard
                             Baton Rouge, La. 70809
                     (Name and address of agent for service)

                                 (225) 932-2500
          (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
                                 (225) 383-4703

                         CALCULATION OF REGISTRATION FEE

  Title of                      Proposed maximum  Proposed maximum    Amount of
Securities to    Amount to be    offering price       aggregate     registration
be registered   Registered (1)   per share (2)   offering price (2)      fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Common Stock,     1,072,058        $14.74          $15,800,481       $4,661.14
 no par value
--------------------------------------------------------------------------------

(1) There are also being  registered  hereunder  such  additional  indeterminate
number of shares as may be issuable under the  registrant's  1993 Employee 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)
$8.375 per share,  the average  exercise price of the 478,841 shares  underlying
options  previously  awarded under the Plan; and (ii) for the remaining  593,217
shares, $19.875 per share, the closing price of the Common Stock reported on the
New York Stock Exchange on September 13, 1999.
This Registration Statement registers additional securities of the same
class as other securities for which the Registration  Statement on Form S-8, SEC
File No. 333-2666 was filed with the Securities and Exchange Commission on March
22, 1996 (the "Registration  Statement").  Pursuant to General  Instruction E of
Form S-8, the contents of the Registration  Statement are hereby incorporated by
reference.
II-5

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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)    -   Specimen Common Stock Certificate
         4.4(3)    -   1993 Employee Stock Option Plan, as amended
         5.1(4)    -   Opinion of Kantrow, Spaht, Weaver & Blitzer
                       (A Professional Law Corporation)
         23.1(4)   -   Consent of Arthur Andersen LLP
         23.2(4)   -   Consent of Hannis T. Bourgeois & Co., L.L.P.
         23.3(4)   -   Consent of Kantrow,  Spaht,  Weaver & Blitzer
                       (A Professional  Law Corporation)
                       (included in Exhibit 5.1)
         24.1(4)   -   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)      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, 1997.
(4)      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 Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as
                  amended  (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.

   (h) 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 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 August 31, 1999.

                                                     THE SHAW GROUP INC.

                                                     By:/s/ Robert W. Belk
                                                     ---------------------
                                                     Robert W. Belk
                                                     Chief Financial Officer

                                POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes J.M.  Bernhard,  Jr.
and  Robert W. Belk 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  Robert  W. Belk  deems  appropriate;  and each  person  whose
signature appears below,  individually and in each capacity stated below, hereby
appoints  J.M.  Bernhard,  Jr.  and Robert W.  Belk,  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   August 31, 1999
-----------------------   Chief Executive Officer (Principal
J.M. Bernhard, Jr.        Executive Officer)

/s/ Robert W. Belk        Chief Financial Officer and Treasurer  August 31, 1999
-----------------------   and Director (Principal Financial
Robert W. Belk            Officer and Principal Accounting
                          Officer)

/s/ Albert McAlister      Director                               August 31, 1999
Albert McAlister

/s/ L. Lane Grigsby       Director                               August 31, 1999
-----------------------
L. Lane Grigsby

/s/ David W. Hoyle        Director                               August 31, 1999
-----------------------
David W. Hoyle

/s/ John W. Sinders, Jr.  Director                               August 31, 1999
------------------------
John W. Sinders, Jr.

/s/ William H. Grigg      Director                               August 31, 1999
-----------------------
William H. Grigg
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)      -    Specimen Common Stock Certificate
         4.4(3)      -    1993 Employee Stock Option Plan, as amended
         5.1(4)      -    Opinion of Kantrow, Spaht, Weaver & Blitzer
                          (A Professional Law Corporation)
         23.1(4)     -    Consent of Arthur Andersen LLP
         23.2(4)     -    Consent of Hannis T. Bourgeois & Co., L.L.P.
         23.3(4)     -    Consent of Kantrow, Spaht, Weaver & Blitzer
                          (A Professional Law Corporation)
                          (included in Exhibit 5.1)
         24.1(4)     -    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)      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, 1997.
(4)      Filed herewith.