THE SHAW GROUP

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The Shaw Group Announces Financial Results for Second Quarter of Fiscal 2004
    BATON ROUGE, La.--(BUSINESS WIRE)--April 14, 2004--
              Company's Backlog Increases to $5.5 Billion

The Shaw Group Inc. (NYSE: SGR) today announced financial results for its second quarter ended February 29, 2004. The Company reported net income of $2.2 million, or $0.04 per diluted share versus a net loss of $7.9 million, or $(0.21) per diluted share, for the same period ended February 28, 2003. Results for the second quarter of fiscal 2004 include a $2.6 million pre-tax unrealized currency translation loss. Excluding this charge, earnings would have been $0.06 per diluted share. Results for the prior year's second quarter included a $30 million pre-tax charge related to the settlement of project claims.

Revenues for the quarter were $691.2 million versus $720.5 million for the second quarter of fiscal 2003. Revenues increased 6% over the $649.2 million reported for the first quarter of fiscal 2004.

Shaw's backlog totaled $5.5 billion at February 29, 2004, a $400 million increase over the $5.1 billion recorded for the first quarter ended November 30, 2003 and a $700 million increase over the $4.8 billion recorded at August 31, 2003. Contributing to backlog during the quarter was $1.2 billion in new awards. The environmental and infrastructure group reported backlog of $3.0 billion, or 55% of total backlog, with approximately $600 million in new awards. Backlog in the power generation business was $1.7 billion, or 31% of total backlog, with over $500 million in new awards. The process business had approximately $150 million in new awards. Approximately 39% of total backlog, or $2.1 billion, is expected to be worked off during the next 12 months.

J.M. Bernhard, Jr. Shaw's Chairman and Chief Executive Officer commented, "Overall, we are pleased with our performance in the second quarter. Backlog continues to increase across all industry segments, and we are encouraged by the level of activity we have seen in several markets we serve. The energy sector is showing tangible signs of recovery, our maintenance group has achieved an impressive record in booking new work, our process technologies line is expanding internationally, and our environmental and infrastructure group has commenced work on projects in Iraq."

Mr. Bernhard continued, "During the past year, The Shaw Group has taken decisive steps to position the Company for success in the improving domestic and global economies. We are streamlining our internal and external operations, creating innovative solutions and technologies, and targeting strategic markets and clients in the U.S. and abroad."

Primarily due to delays in the startup of two major EPC projects, the Company also announced that third quarter fiscal 2004 earnings are expected to be at the lower end of the range of its previously issued guidance, approximately $0.18 per diluted share, while fourth quarter earnings are expected to be below prior guidance, at approximately $0.28 per diluted share.

This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Included at the end of this press release is a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles as well as certain Regulation G disclosures.

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 emergency response 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.

             REVENUE AND BACKLOG BY INDUSTRY AND GEOGRAPHY
                          Revenue by Industry
                          -------------------
               (Second Quarter Ended February 29, 2004)
Environmental & Infrastructure     $   275.7 million       40 %
Power Generation                       266.2 million       38 %
Process Industries                     123.2 million       18 %
Other Industries                        26.1 million        4 %
                                   -----------------      -----
Total                              $   691.2 million      100 %
                                   =================      =====
                         Revenue by Geography
                         --------------------
               (Second Quarter Ended February 29, 2004)
United States                      $   581.2 million       84 %
Europe                                  46.4 million        7 %
Asia/Pacific Rim                        24.3 million        4 %
Canada                                  16.2 million        2 %
Middle East                             17.8 million        3 %
South America and Mexico                 2.3 million        - %
Other                                    3.0 million        - %
                                   -----------------      -----
Total                              $   691.2 million      100 %
                                   =================      =====
                          Backlog by Industry
                          -------------------
                        (At February 29, 2004)
Environmental & Infrastructure      $3,001.1 million       55 %
Power Generation
Nuclear Power                        1,080.7 million       20 %
Fossil Fuel EPC                        558.1 million       10 %
Other Power                             89.3 million        1 %
Process Industries                     709.2 million       13 %
Other Industries                        36.3 million        1 %
                                    ----------------      -----
Total                               $5,474.7 million      100 %
                                    ================      =====
                         Backlog by Geography
                         --------------------
                        (At February 29, 2004)
Domestic                            $4,518.5 million       82 %
International                          956.2 million       18 %
                                    ----------------      -----
Total                               $5,474.7 million      100 %
                                    ================      =====
                          The Shaw Group Inc.
                   Consolidated Statements of Income
               (In thousands, except per share amounts)
                                                 Three Months Ended
                                                 February 29 and 28,
                                               -----------------------
                                                    2004        2003
                                               -----------------------
Revenues                                      $   691,201   $ 720,458
Cost of revenues                                  630,993     678,605
                                               -----------   ---------
Gross profit                                       60,208      41,853
General and administrative expenses                45,389      49,230
                                               -----------   ---------
Operating income (loss)                            14,819      (7,377)
Interest expense                                   (9,118)     (5,759)
Interest income                                       456       2,065
Foreign currency transaction losses, net           (2,593)         54
Other income (expenses), net                          106          78
                                               -----------   ---------
                                                  (11,149)     (3,562)
                                               -----------   ---------
Income (loss) before income taxes and earnings
 (losses) from unconsolidated entities              3,670     (10,939)
Provision (benefit) for income taxes                1,197      (4,456)
                                               -----------   ---------
Income (loss) before earnings (losses) from
 unconsolidated entities                            2,473      (6,483)
Earnings (losses) from unconsolidated entities
 (net of taxes)                                      (276)     (1,389)
                                               -----------   ---------
Net Income  (loss)                            $     2,197   $  (7,872)
                                               ===========   =========
Basic income (loss) per common share:
   Net income (loss) available to common
    shareholders                              $     2,197   $  (7,872)
                                               ===========   =========
   Weighted average common shares                  60,797      37,741
                                               ===========   =========
   Net income (loss) per common share         $      0.04   $   (0.21)
                                               ===========   =========
Diluted income (loss) per common share:
   Net income available to common shareholders$     2,197   $  (7,872)
   Interest on convertible debt, net of taxes          --          --
                                               -----------   ---------
   Net income (loss) for diluted computation  $     2,197   $  (7,872)
                                               ===========   =========
   Weighted average common shares                  61,752      37,741
                                               ===========   =========
   Diluted income (loss) per common share     $      0.04   $   (0.21)
                                               ===========   =========
           RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND
                        REGULATION G DISCLOSURE

This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. A reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States ("GAAP") follows. Although Shaw believes that these non-GAAP financial measures provide useful information to investors about its financial condition and results of operations, this information should be considered supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP. Management's statements regarding the reasons why it believes the presentation of the non-GAAP financial information in this press release provides useful information to its investors, and any other material purposes for which management uses this non-GAAP financial information, are set forth in Shaw's Current Report on Form 8-K to which this press release is attached as an exhibit.

The ranges of forecasted financial information presented in this press release are based on management's current estimates of those amounts and are subject to change once actual amounts are recorded.

EBITDA

The Company computes EBITDA as earnings before interest expense, income taxes, depreciation and amortization, earnings (losses) from unconsolidated entities, extraordinary items and the cumulative effects of accounting changes. EBITDA may also exclude certain charges which are considered non-cash charges for the period presented. EBITDA is not a measure of financial performance or liquidity under GAAP and should not be considered as a substitute for net income, operating income, net cash provided by operating activities or any other operating or liquidity measure prepared in accordance with GAAP. Other companies may define EBITDA differently and, as a result, Shaw's EBITDA computation may not be comparable to EBITDA or similarly titled measures of other companies.

The following table reconciles EBITDA to net income for the last three quarters of the fiscal year ending August 31, 2004:

EBITDA PROJECTIONS
(in millions)
                                         Low Range        High Range
                                     ----------------  ---------------
   Net income                         $           30    $          37
   Add (deduct):
     Provision for income taxes                   15               18
     Interest Expense                             27               27
     Depreciation and amortization                28               28
                                     ----------------  ---------------
   EBITDA                             $          100    $         110
                                     ================  ===============

Shaw has not provided a reconciliation of EBITDA to net cash provided by operating activities due to the difficulty in identifying changes in the individual working capital components that comprise net cash provided by operating activities.

    CONTACT: The Shaw Group Inc., Baton Rouge
             Robert L. Belk, 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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