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                                                                    EXHIBIT 99.2




  SHAW RECEIVES ADDITIONAL $124 MILLION IN PROCEEDS FROM PRIOR LYONS PLACEMENT


Baton Rouge, Louisiana, April 30, 2001 - The Shaw Group Inc. (NYSE: SGR) ("Shaw"
or "the Company") today announced that the initial purchaser of its April 26,
2001 offering of 20-year zero coupon Liquid Yield Option(TM) Notes ("LYONs")
exercised the option to purchase additional LYONs. Shaw will realize
approximately $124 million in net proceeds from this purchase. The terms of this
purchase are identical to the original issue with the issue price representing a
yield-to-maturity of 2.25%. The LYONs are convertible into common stock at a
fixed ratio of 8.2988 shares per $1,000 face value. The LYONs can be put to the
Company on the third, fifth, tenth and fifteenth anniversaries of the issue date
at the issue price plus the accrued original issue discount and can be paid in
cash or stock at Shaw's option. The LYONs are callable by Shaw any time after
the fifth anniversary of the issue at the issue price plus accrued original
issue discount.

The LYONs and the shares of common stock into which they would be convertible
have not yet been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. Merrill Lynch & Co. acted as sole
manager for the LYONs.



The Shaw Group Inc. is the world's only vertically-integrated provider of
complete piping systems and comprehensive engineering, procurement and
construction services to the power generation industry. Shaw is the largest
supplier of fabricated piping systems in the United States and a leading
supplier worldwide, having installed piping systems in power plants with an
aggregate generation capacity in excess of 200,000 megawatts. While the majority
of Shaw's backlog is attributable to the




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power generation industry, the Company also does work in the process industries,
including petrochemical, chemical and refining, and the environmental and
infrastructure sector. The Company currently has offices and operations in North
America, South America, Europe, the Middle East and Asia-Pacific; and has more
than 13,000 employees.



The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The statements contained in this press
release that are not historical facts (including without limitation statements
to the effect that The Shaw Group Inc. (the "Company" or "Shaw") or its
management "believes," "expects," "anticipates," "plans," or other similar
expressions) 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 the control of the Company) and assumptions and are subject to
change based upon various factors, including but not limited to the following
risks and uncertainties: changes in the demand for and market acceptance of the
Company's products and services; changes in general economic conditions, and,
specifically, changes in the rate of economic growth in the United States and
other major international economies; the presence of competitors with greater
financial resources and the impact of competitive products, services and
pricing; the cyclical nature of the individual markets in which the Company's
customers operate; changes in investment by the energy, power and environmental
industries; the availability of qualified engineers and other professional staff
needed to execute contracts; the uncertain timing of awards and contracts; cost
overruns on fixed, maximum or unit priced contracts; changes in trade, monetary
and fiscal policies worldwide; currency fluctuations; the effect of the
Company's policies, including but not limited to the amount and rate of growth
of Company expenses; the continued availability to the Company of adequate
funding sources; delays or difficulties in the production, delivery or
installation of products and the provision of services; the ability of the
Company to successfully integrate the operations of Stone & Webster,
Incorporated; the protection and validity of patents and other intellectual
property; and various legal, regulatory and litigation risks. Should one or more
of these risks or uncertainties materialize, or should any of the Company's
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. For a more detailed
discussion of some of the foregoing risks and uncertainties, see the Company's
filings with the Securities and Exchange Commission.