THE SHAW GROUP

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The Shaw Group Inc. Files Shelf Registration for $500 Million in Debt and Stock

BATON ROUGE, La.--(BUSINESS WIRE)--Feb. 20, 2004--The Shaw Group Inc. (NYSE: SGR) announced today that it has filed a shelf registration statement with the Securities and Exchange Commission (SEC) which will permit Shaw to offer and sell up to $500 million of common stock, preferred stock or debt securities. The net proceeds generated from any future sale of securities will be used for general corporate purposes.

"With our existing shelf nearly exhausted, we made this filing to continue to have the necessary mechanisms in place for facilitating the sustained growth of our company," stated Robert L. Belk, Executive Vice President and Chief Financial Officer. "It is our practice to maintain a shelf registration to give us the flexibility to effectively manage and expand our global operations and to pursue various opportunities essential for executing our strategic plan and increasing shareholder value."

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor any offer to buy be accepted, prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The Shaw Group Inc. is a leading global provider of engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation, and facilities management services for government and private sector clients in the power, process, environmental, infrastructure and homeland defense markets. The Company is headquartered in Baton Rouge, Louisiana, and employs approximately 15,000 people at its offices and operations in North America, South America, Europe, the Middle East and the Asia-Pacific region. For further information, please visit the Company's website at www.shawgrp.com.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. The statements contained herein that are not historical facts (including without limitation statements to the effect that the Company or its management "believes," "expects," "anticipates," "plans," or other similar expressions) and statements related to revenues, earnings, backlog, or other financial information or results 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 our control) and assumptions and are subject to change based upon various factors. Should one or more of such risks or uncertainties materialize, or should any of our 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. A description of some of the risks and uncertainties that could cause actual results to differ materially from such forward-looking statements can be found in the Company's reports and registration statements filed with the Securities and Exchange Commission, including its Form 10-K and Form 10-Q reports, and on the Company's website under the heading "Forward Looking Statement". These documents are also available from the Securities and Exchange Commission or from the Investor Relations department of Shaw. For more information on the company and announcements it makes from time to time on a regional basis visit our website at www.shawgrp.com.

    CONTACT: The Shaw Group Inc.
             Laurie LaChiusa, 225-932-2500
    SOURCE: The Shaw Group Inc.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding SHAW GROUP INC's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.


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