FORM 5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN ENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4
or Form 5 obligations may continue. See Instruction 1(b).
( ) Form 3 Holdings Reported
( ) Form 4 Transactions Reported
1.Name and Address of 2. Issuer Name and Ticker or Trading Symbol
Reporting Person THE SHAW GROUP INC. (SGR)
GRIGSBY L. LANE.
(Last) (First) (Middle)
P O BOX 104
(Street)
BATON ROUGE LOUISIANA 70821
- ----------------------------------------------
(City) (State) (Zip)
3. IRS or Social Security 4. Statement for Month/Year
Number of Reporting 08/99
Person (Voluntary)
5. If Amendment, Date of Original
(Month/Year)
6. Relationship of Reporting Person to Issue
(Check all applicable)
X Director 10% Owner
Officer Other (specify below)
(give title below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
(x) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title 2.Trans- 3.Trans- 4.Securities 5. Amount 6.Owner- 7. Nature of
of action action Acquired (A) of Secu- ship Indirect
(Instr.3) Date Code or Disposed rities Form: Beneficial
Month/ (Instr. posed of Benefi- Direct Ownership
Day/ 8) of (D) ficially (D) or
Year) Owned at In-
End of direct
Fiscal
(A) Year
or
Code V Amount(D) Price (Instr.3
and 4 (Instr.4) (Instr.4)
---- - ------ -- ------- --------- --------- ---------
===============================================================================
Page 1
<PAGE>
FORM 5 (continued) Table II -- Derivative
Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls,
warrants, options, convertible
securities)
1. Title of 2. Conver- 3. Trans- 4.Trans- 5. Number of
Deriv- sion or action action Derivative
ative Exercise Date Code Securities
Security Price of acquired (A)
(Instr. 3) Deriv- (Month/ or Disposed
ative Day/ of (D)
Security Year) (Instr. 3,4
and 5)
(A) (D)
- ------------------ ----------- --------- ------- ----- ------
Non-Employee Director 15.3125 1/29/99 A 1,500
Stock Option
(Right to Buy)*
Page 2
<PAGE>
FORM 5 (continued) Table II -- Derivative
Securities Acquired, Disposed of or
Beneficially Owned (e.g., puts, calls,
warrants, options, convertible
securities)
6. Date Exercisable 7.Title and 8. Price 9.Number 10.Owner- 11. Na-
and Expiration Amount of of of Deriv- ship ture
Date Underlying Deriv- ative of of In-
Securities ative Secur- Deriv- direct
(Month/Day/ (Instr. 3 Secur- ities ative Bene-
Year) and 4) ity Bene- Secu- ficial
(Instr. ficially rity: Own-
Date Expira- Amount 5) Owned Direct ership
Exer- tion Title or Number at End (D) or
cisable Date of Shares of Indi- (Instr
Year rect(I) .4)
(Instr
(Instr.4) .4)
======= ======= =========== ======= ======= ========== ======== =======
1/29/00 1/29/09 Common Stock 1,500 1 D
Explanation of Responses: * Annual Option automaticsally granted to Mr. Grigsby
pursuant to the Company's 1996 Non-Employee Director Stock Option Plan upon his
re-election to the CoOmpany's Board of Directors.
/s/ L. Lane Grigsby 10/15/99
** Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Page 3
<PAGE>