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1.
    
    I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) for the
fiscal year ended August 31, 2006 (the Annual Report) of The Shaw Group
Inc.;2.
    
    Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Annual Report;3.
    
    Based on my knowledge, the financial statements and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;4.
    
    The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and we have:
 a.
    
    designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this Annual Report is being prepared;b.
    
    designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;c.
    
    evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this Annual Report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this Annual Report based on
such evaluation; andd.
    
    disclosed in this Annual Report any changes in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an Annual Report) that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):
 a.
    
    all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; andb.
    
    any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal control over financial reporting.
 Date:
   September 28, 2007
    
    /s/ Dirk J. WildDirk J. WildInterim Chief Financial Officer