[LETTERHEAD OF THE SHAW GROUP INC.]
VIA ELECTRONIC TRANSMISSION
September 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Shaw Group Inc.
Registration Statement on Form 8-A
Ladies and Gentlemen:
In connection with the listing by The Shaw Group Inc. (the
"Registrant") of its common stock, no par value per share (the "Common Stock")
on the New York Stock Exchange, Inc. (the "Exchange"), the Registrant hereby
encloses for electronic filing a Registration Statement on Form 8-A with respect
to the registration of the Common Stock under Section 12(b) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"). The Common Stock had
been previously registered under Section 12(g) of the Exchange Act. A filing fee
of $250.00 in connection with the enclosed Registration Statement has been sent
by wire transfer to Mellon Bank, Pittsburgh, PA for credit to the account of the
Securities and Exchange Commission (the "Commission") Account No. 9108729. The
CIK number for the Registrant is 0000914024.
The Registrant hereby requests acceleration of the effective date of
the Registration Statement. We understand that the registration will not be
effective until the Common Stock has been approved by the Exchange for listing
and registration. We presently expect that to occur on or about October 16,
1996.
Finally, as a result of the registration change for the Common Stock
from Section 12(g) to Section 12(b) of the Exchange Act, we also request that
the Commission assign to the Company a new and appropriate SEC reporting number.
If you have any questions, please contact the undersigned at (504) 296-1140.
Sincerely,
THE SHAW GROUP INC.
By: /s/ Laurie J. Schultz
Laurie J. Schultz, Director of
Investor Relations
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As filed with the Securities and Exchange Commission on September 26, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
---------------------------------
THE SHAW GROUP INC.
(Exact name of registrant as specified in the charter)
Louisiana 72-1106167
(State of incorporation or organization) (I.R.S. Employer Identification No.)
11100 Mead Road, Baton Rouge, Louisiana 70816
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, no par value per share New York Stock Exchange, Inc.
If the Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities To Be Registered
The information set forth in the section entitled "DESCRIPTION OF CAPITAL
STOCK" in the Registration Statement on Form S-3 (Registration No. 333-4570)
filed by The Shaw Group Inc under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission on May 3, 1996, as amended by Amendment
No.1 thereto, filed on July 2, 1996, is incorporated by reference herein.
Item 2. Exhibits
All exhibits required by Instruction II of Item 2 will be provided to
the New York Stock Exchange, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on September
26, 1996.
THE SHAW GROUP INC.
By: /s/ Bret M. Talbot
Vice President and Chief Financial Officer
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