EXHIBIT 3.5

                               THE SHAW GROUP INC.
                             SECRETARY'S CERTIFICATE
                   SUPPLEMENT TO BYLAWS OF THE SHAW GROUP INC.

         I, Gary P. Graphia, the duly appointed and authorized Secretary of The
Shaw Group Inc., a Louisiana corporation, (the "Company"), do hereby certify
that the following Article XII was duly adopted as a supplement to the Amended
and Restated Bylaws of the Company at a meeting of the Board of Directors of the
Company, duly held on October 15, 2003, a quorum being present and acting
throughout, which resolution has not been modified, revoked or rescinded and
remains is in full force and effect as of the date hereof:

                                  "ARTICLE XII

                           CONTROL SHARE ACQUISITIONS

                  Effective as of October 16, 2003, the provisions of Louisiana
         Revised Statutes 12:135 through 140.2 (inclusive), as the same may
         hereafter be amended (collectively and as so amended, the "Louisiana
         Control Share Statute"), shall not apply to acquisitions that have been
         approved by the Board of shares of capital stock of the Company (and/or
         other securities of the Company exercisable or exchangeable for, or
         convertible into, in each case with or without consideration, shares of
         capital stock of the Company) directly from the Company in a public or
         private offering by the Company, whether underwritten or not, of such
         shares or other securities (including any acquisitions of securities
         directly from the Company upon exchange, exercise or conversion of any
         such shares or securities so acquired), regardless of whether any
         shares or other securities so acquired are authorized but unissued
         shares or securities, treasury shares or securities, or a combination
         thereof. The provisions of this Article XII are included in these
         Bylaws solely as a precautionary measure and to avoid any doubt whether
         the Louisiana Control Share Statute applies to any such acquisition and
         shall not constitute an acknowledgement or be deemed an admission by
         the Company or the Board that the Louisiana Control Share Statute
         would, but for the provisions of this Article XII, apply to any such
         acquisition."

                  IN WITNESS WHEREOF, I have hereunto signed my name as of the
15th day of October, 2003.

                                               SECRETARY:


                                               /s/ GARY P. GRAPHIA
                                               ---------------------------------
                                               Gary P. Graphia, Secretary