FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Smith Eli 		2. Issuer Name and Ticker or Trading Symbol

SHAW GROUP INC [ SHAW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, COO, Power Group
(Last)          (First)          (Middle)

4171 ESSEN LANE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/13/2013
(Street)

BATON ROUGE, LA 70809
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (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 of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options   $29.00   2/13/2013     D         1868      (1) 6/1/2019   Common Stock   1868     (1) 0   D    
Employee Stock Options   $27.79   2/13/2013     D         1373      (2) 10/29/2019   Common Stock   1373     (2) 0   D    
Employee Stock Options   $30.56   2/13/2013     D         9477      (3) 10/29/2020   Common Stock   9477     (3) 0   D    
Restricted Stock Units     (4) 2/13/2013     D         11426      (4)   (4) Common Stock   11426     (4) 0   D    
Restricted Stock Units     (5) 2/13/2013     D         13661      (5)   (5) Common Stock   13661     (5) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of July 30, 2012, by and among The Shaw Group Inc. ("Shaw"), Chicago Bridge & Iron Company N.V. ("CB&I"), and Crystal Acquisition Subsidiary Inc. ("Merger Subsidiary"), Merger Subsidiary merged with and into Shaw (the "Merger"), with Shaw surviving the Merger as a wholly owned subsidiary of CB&I. This option, which provided for vesting in four equal installments beginning on June 1, 2010, was assumed by CB&I in the Merger and replaced with an option to purchase 1,710 shares of CB&I common stock for $31.68 per share, subject to the same vesting schedule.
( 2)  This option, which provided for vesting in four equal installments beginning on January 1, 2011, was assumed by CB&I in the Merger and replaced with an option to purchase 1,257 shares of CB&I common stock for $30.36 per share, subject to the same vesting schedule.
( 3)  This option, which provided for vesting in four equal installments beginning on January 1, 2012, was assumed by CB&I in the Merger and replaced with an option to purchase 8,675 shares of CB&I common stock for $33.38 per share, subject to the same vesting schedule.
( 4)  Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that is a stock-settled share unit was converted into the right to receive the Merger Consideration, less applicable tax withholdings.
( 5)  Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that was granted after July 30, 2012 was converted into restricted stock units with respect to CB&I common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smith Eli
4171 ESSEN LANE
BATON ROUGE, LA 70809

President, COO, Power Group

Signatures
/s/ Eli Smith pursuant to a Power of Attorney previously filed 2/15/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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 is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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