Item 2.02 Results of Operations and Financial Condition.

On January 8, 2009, The Shaw Group Inc., a Louisiana corporation (the "Company"), issued a press release announcing its final financial results for its first quarter fiscal 2009 ended November 30, 2008. A copy of this press release is attached hereto as Exhibit 99.1.
The press release attached hereto as Exhibit 99.1 contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission (the "SEC"). The Company believes that these non-GAAP financial measures provide information that is useful to its investors regarding its financial condition and results of operations.
The press release contains EBITDA measures, which the Company defines as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by the Company to assess performance. Although it is calculated using components derived from the Company's GAAP financial statements, EBITDA itself is not a GAAP measure. A table reconciling EBITDA to its most directly comparable GAAP measure is included in the summarized financial information included in the press release attached hereto. Calculations of EBITDA should not be viewed as a substitute for calculations under GAAP, including cash flow from operations, operating income and net income. In addition, EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company.
The information in this report shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed as an Exhibit to this Current Report on Form 8-K.
99.1 Press Release dated January 8, 2009.

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