UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           ---------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of Earliest Event Reported)
                                October 29, 2003


                               THE SHAW GROUP INC.
             (Exact name of registrant as specified in its charter)


           Louisiana                       1-12227             72-1106167
(State or other jurisdiction of  (Commission File Number)     (IRS Employer
        incorporation)                                      Identification No.)


                  4171 Essen Lane, Baton Rouge, Louisiana 70809
              (Address of principal executive offices and zip code)


                                 (225) 932-2500
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)



ITEM 5.  OTHER EVENTS.

         On October 29, 2003, The Shaw Group Inc. issued a press release that is
filed herewith as Exhibit 99.1.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits:

              99.1   Press Release dated October 29, 2002 - The Shaw Group Inc.
                     Announces Closing of Equity Offering.


                                  SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           THE SHAW GROUP INC.
                                           (Registrant)

Date:      October 29, 2003                By:  /s/ Robert L. Belk
                                                -------------------------------
                                                Robert L. Belk,
                                                Executive Vice President and
                                                Chief Financial Officer


                                       -2-



                               THE SHAW GROUP INC.

                                  EXHIBIT INDEX

                                    Form 8-K
                                October 29, 2003



Exhibit Number                  Description                           Page No.
- --------------                  -----------                           --------

    99.1            Press Release dated October 29, 2003 -
                    The Shaw Group Inc. Announces Closing
                    of Equity Offering


                                      -3-