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) May 5, 2004 THE SHAW GROUP INC. (Exact name of registrant as specified in its charter) <Table> <Caption> Louisiana 1-12227 72-1106167 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) </Table> 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 May 3, 2004, 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 May 3, 2004 - The Shaw Group Inc. Announces Preliminary Results of Tender Offer for its Outstanding Liquid Yield Option(TM) Notes. 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: May 5, 2004 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 May 5, 2004 <Table> <Caption> Exhibit Number Description Page No. -------------- ----------- -------- 99.1 Press Release dated May 3, 2004 - The Shaw Group Inc. Announces Preliminary Results of Tender Offer for its Outstanding Liquid Yield Option(TM) Notes. </Table> -3-