(The Shaw Group Inc.(R) Logo)


FOR IMMEDIATE RELEASE

                                       CONTACT:  Robert L. Belk
                                                 Executive Vice President &
                                                 Chief Financial Officer
                                                 225.932.2500


           THE SHAW GROUP INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER
                  FOR OUTSTANDING LIQUID YIELD OPTION(TM) NOTES

       Baton Rouge, Louisiana, May 4, 2004 - The Shaw Group Inc. (NYSE: SGR)
announced today that it has completed its tender offer ("the Offer") for any or
all of its outstanding Liquid Yield Option(TM) Notes due 2021 (Zero Coupon --
Senior) (the "LYONs"). The Offer commenced on April 20, 2004 and expired at 5:00
p.m. Eastern Time, on April 30, 2004. Shaw is required to offer to purchase the
LYONs as of May 3, 2004 pursuant to the Indenture and the terms of the LYONs
certificates, which provides that the holders of LYONs can require the Company
to purchase their LYONs on that date.

       Pursuant to Shaw's Offer to purchase LYONs at $683.61 per $1,000
principal amount at maturity, approximately $84 million aggregate principal
amount at maturity (current accreted value of approximately $57 million) of
LYONs were tendered and not withdrawn prior to the expiration of the Offer. Shaw
accepted the tendered LYONs for a total aggregate purchase price of
$57,248,235.84, including transaction fees. After giving effect to this
repurchase, approximately $1 million aggregate principal amount at maturity of
LYONs remain outstanding.

       Shaw funded the repurchase of the tendered LYONs with cash on hand and
funds raised from its offering of 2,346,000 million shares of common stock,
which closed on April 22, 2004 and generated net proceeds of approximately $29
million.




       D.F. King & Co., Inc. acted as the information agent and The Bank of
New York served as the depositary in connection with the Offer.

       This announcement is not an offer to purchase, a solicitation of an offer
to purchase, or a solicitation of an offer to sell securities with respect to
any LYONs.

       The Shaw Group Inc. is a leading provider of consulting, engineering,
construction, remediation and facilities management services to government and
private sector clients in the environmental, infrastructure and emergency
response markets. Shaw is also a vertically integrated provider of comprehensive
engineering, consulting, procurement, pipe fabrication, construction and
maintenance services to the power and process industries worldwide. The Company
is headquartered in Baton Rouge, Louisiana and employs approximately 17,000
people at its offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region. Additional information on The Shaw
Group is available at www.shawgrp.com.

       The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The statements contained herein
that are not historical facts (including without limitation statements to the
effect that the Company or its management "believes," "expects," "anticipates,"
"plans," or other similar expressions) and statements related to revenues,
earnings, backlog, or other financial information or results are forward-looking
statements based on the Company's current expectations and beliefs concerning
future developments and their potential effects on the Company. There can be no
assurance that future developments affecting the Company will be those
anticipated by the Company. These forward-looking statements involve significant
risks and uncertainties (some of which are beyond our control) and assumptions
and are subject to change based upon various factors. Should one or more of such
risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in
the forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. A description of some of the risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements can be found in the Company's reports and
registration statements filed with the Securities and Exchange Commission,
including its Form 10-K and Form 10-Q reports, and on the Company's website
under the heading "Forward Looking Statement". These documents are also
available from the Securities and Exchange Commission or from the Investor
Relations department of Shaw. For more information on the company and
announcements it makes from time to time on a regional basis visit our website
at www.shawgrp.com.

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