##### 



Exhibit 14.1
 
 THE SHAW GROUP INC.
  For The Shaw Group Inc. and all Subsidiaries and Affiliates
 Revised: June 2006
 
 Page 1




---



##### 



TABLE OF CONTENTS
 I. INTRODUCTION
    
    
    3II. CORPORATE CONDUCTA. Statement of Purpose
    
    
    4B. Compliance with All Laws
    
    
    4C. Specific Applicable Laws
    
    
    4D. Record Keeping
    
    
    6E. Business Courtesies/Gifts
    
    
    7F. E-mail, Internet and Voicemail
    
    
    8G. Confidential Information
    
    
    9H. Conflicts of Interest
    
    
    10I. Consultants
    
    
    11J. Drug and Alcohol Policy
    
    
    11K. Employment and Related Documents
    
    
    11L. Political Activities
    
    
    11M Investigations and Audits
    
    
    12N. Government and Public Contracts, and Programs
    
    
    13O. International Business
    
    
    14P. Corporate Funds, Property, and Opportunities
    
    
    15Q. Personal Finances
    
    
    15R. Outside Activities
    
    
    16S. Innovations, Inventions, Patents and Grants
    
    
    16T. Fair Dealing
    
    
    16U. Publications, Books and Articles
    
    
    17V. Diversity and Respect
    
    
    17W. Workplace Violence
    
    
    17X. Photographs
    
    
    17Y. Time Sheets and Expense Reports
    
    
    17Z. Compliance Training
    
    
    18AA. Anti-Fraud Policy
    
    
    18III. TREATMENT OF VIOLATIONS AND REPORTING
    
    
    18EXHIBIT A: CONTACT LIST
    
    
    20
 
 Page 2




---



##### 



THE SHAW GROUP INC.
 CODE OF CORPORATE CONDUCT
 Section I. INTRODUCTION
       
 Page 3




---



##### 



Section II. CORPORATE CONDUCT
 A. Statement of Purpose
  B. Compliance with All Laws
  C. Specific Applicable Laws
  Insider Trading.
 
 Page 4




---



##### 



2 Antitrust Laws. can result in criminal prosecution of
the individuals involved.
 3. Copyrights of Computer Software.
 4. Health and Safety.
 5. Equal Employment Opportunity.
 
 Page 5




---



##### 



6. Anti-Harassment.
 7. Other Employment Laws.
 8. Use of Copyrighted Information.
 D. Record Keeping
   
 Page 6




---



##### 



E. Business Courtesies/Gifts
  1.
    
    No Employee may accept, under any circumstance, a gift of money or money
equivalent from any customer, vendor, subcontractor, owner, engineer, governmental
agency or any other person with whom Employee comes in contact because of Company
business.2.
    
    No Employee or family member of an Employee may solicit or request anything of
value for his or her personal gain from those with which he or she comes in contact
because of Company business.3.
    
    Employees and their family members may accept business courtesies and gifts
from persons with which Company does business provided: (a) the gift is of nominal
value (under $100), or (b) the gift is a promotional gift primarily of an advertising
nature, or (c) the gift is a holiday gift of nominal value. (Note that more
restrictive requirements apply for Government Contracts and Programs.)Any gifts of more than nominal value shall not be accepted until Employee has
cleared acceptance for such gift with the Legal Department.4.
    
    Employees are not permitted to receive or purchase goods or services for
personal use from suppliers or potential suppliers at price concessions not generally
available to other Company employees, or unless provided as part of a Company approved
employee purchase plan.5.
    
    Employees may give to business contacts gifts of nominal value of Company
promotional items or other items approved by management which shall bear the name of
Company. (Note that more restrictive requirements apply for Government Contracts and
Programs.)6.
    
    Meals and entertainment may be given or received by Employees if of reasonable
value or provided that business is discussed and the activity has a clear business
 
 Page 7




---



##### 



7.
    
    Any offer to an Employee which does not meet these guidelines or which appears
clearly inconsistent with business practices must be reported to the Employees
supervisor.8.
    
    Any gifts received by an Employee in violation of this Code must be returned to
the donor stating that such gifts are not permitted.
 F. E-mail, Internet and Voice Mail
     
 Page 8




---



##### 



G. Confidential Information
 1.
    
    Company expects that all proprietary, confidential, or nonpublic information to
which an Employee has access shall be maintained in strict confidence unless it is
otherwise necessary to divulge such information on a need to know basis for business
purposes. All such disclosures must be in accordance with applicable procedures. This
includes the confidential and proprietary information of Customers, Vendors,
Subcontractors and other business entities with which the Company does business. Some
examples of confidential information are technical information about current or
planned projects, acquisitions or other business proposals, procurement plans,
vendor lists or purchase prices, costs, pricing and estimating practices, non-public
financial information and litigation information. Section III below and the Company
Communications Policy contain additional guidance and procedures that must be
 
 Page 9




---



##### 



2.
    
    Employees must be careful about where and with whom business information is
discussed. Any confidential matters should not, unless absolutely necessary, be
discussed over wireless communication methods or in areas where persons other than
those in the discussion could overhear the information. Care should also be taken in
the use of e-mail so that unauthorized release is avoided.3.
    
    Employees family members shall not divulge any information they know about or
obtain about the Company or those with whom the Company does business which is
confidential and proprietary.4
    
    When it is necessary to divulge confidential information, prior approval should
be obtained in accordance with applicable Company procedures from an appropriate
Officer of the Company or from the Legal Department.5.
    
    No Employee shall be hired in order to obtain the persons specific knowledge
of a former employers confidential information and the Company prohibits the use by an
Employee of confidential or proprietary information of former employers of Employees.
 H. Conflicts of Interest
 1.
    
    A conflict of interest occurs when personal interests of the Employee or
Employees family members interfere with the Employees ability to perform his or her
functions with Company free of bias and in the manner that best benefits the Company.
The Employees have a duty to avoid and disclose to the Company any situations which
might create a potential or actual Conflict of Interest with regard to Employees
employment with Company.2.
    
    Employees shall not represent the Company nor attempt to influence the
Companys decisions in any transactions when the Employee or a member of the Employees
family has a financial interest in a firm directly or indirectly doing business with or
pursuing business with the Company. In these situations, the Employee should, in
writing, disclose the nature of the conflict to an Officer of the Company and withdraw
from further involvement with the transaction.3.
    
    Requests for exception to these provisions or for clarification of whether
there is a violation of these provisions must be made in writing, disclosing all
relevant details of the actual or apparent conflict, and forwarded to the Corporate
Secretary or Chief Compliance Officer for approval. Requests involving Company
Officers or Directors will be forwarded by the Corporate Secretary to the Board of
Directors for approval, and if approved will be disclosed as required by law.
 
 Page 10




---



##### 



4.
    
    Any apparent or actual conflicts of interest which exist with regard to an
Employee shall be disclosed to the Chief Compliance Officer.5.
    
    Questions concerning the existence of actual or potential conflicts of
interests should be directed to the Chief Compliance Officer.
 I. Consultants
  J. Drug and Alcohol Policy
  K. Employment and Related Documents
  L. Political Activities
  
 Page 11




---



##### 



M. Investigations and Audits
   1.
    
    No Company documents or records shall be destroyed which relate to the subject
of such audit or investigation. Documents and records include all electronic media.2.
    
    No historical records or documents shall be altered or modified.3.
    
    No Employee shall make any knowingly false or misleading statement to any
auditor or investigator.4.
    
    No Employee shall attempt to influence any other Employee to provide false
information in such audit or investigation.5.
    
    Any formal official document or letter informing of the audit or investigation,
or requesting information, shall be forwarded to Companys Legal Department prior to
response to the notification or request.6.
    
    The Company will normally permit government auditors and investigators to speak
to Employees at their normal work location during normal business hours. An Employee
who is approached by a Government auditor or investigator either inside or outside of
the workplace has the right to refuse to speak to such auditor or investigator and to
consult with the Company Legal Department or his or her own attorney prior to
discussing any matters with the auditor or investigator.
 N.
    
    Government and Public Contracts and Programs1.
    
    General. The Company, through numerous subsidiaries and affiliates, is a major
 
 Page 12




---



##### 



2.
    
    Gifts, Gratuities, Bribes and Kickbacks.
 a.
    
    Bribes and Kickbacks.Employees may not solicit or accept,
either directly or indirectly, a bribe, kickback, or any other illegal or
improper payment or any other thing of value, which might support an inference
of wrongdoing regarding a government contract or subcontract. Likewise an
Employee may not offer or provide, either directly or indirectly, a bribe,
kickback or any other illegal or improper payment, or any other thing of value,
to a customer, prospective customer, or government employee or representative
to influence their decision regarding a government contract or subcontract.b.
    
    Gifts, Gratuities and Entertainment.It is the policy of the
Company that Employees will not offer gifts, gratuities, or any other thing of
value to government employees or officials. Likewise, Employees may not accept
gifts, gratuities, or any other thing of value from suppliers or subcontractors
on government contracts or programs.Employees may however give and receive promotional or advertising items such
as pens, coffee mugs or similar items of a nominal value. Provision of
light refreshments such as coffee, soft drinks, and pastries during meetings
with Government officials at Company facilities is also permitted.Additionally the total value of gifts provided to an individual government
employee should not exceed an aggregate of fifty dollars ($50.00) per year.
 3.
    
    Safeguarding Classified Information and Materials. Employees must strictly
adhere to all laws and regulations regarding the protection of classified information
and materials. Any potential violations of classified information requirements or
procedures shall be reported in accordance with Company and respective agency
procedures immediately.4.
    
    Procurement Integrity. It is the policy of the Company to fully comply with
requirements of the Procurement Integrity Act which restricts the right of contractors
 
 Page 13




---



##### 



Unallowable Costs
 O.
    
    International Business1.
    
    Company is engaged in International business and many other countries have laws
which are different from those of the United States. Persons dealing with a project in
another country have a duty to become fully informed of and comply with all applicable
laws and regulations affecting the work in that Country.2.
    
    Employees dealing in International business should inform themselves and become
fully aware of the U.S. Foreign Corrupt Practices Act.This Act prohibits the giving
of anything of value to officials of foreign governments in order to obtain or retain
business and has record keeping requirements to which the Company may be bound. There
is one exception to this prohibition which involves facilitating
payments which are required for a government official to expedite the performance
of his normal duties. However, any potential payment or request for payment to or
by any foreign government official shall be cleared for approval by the Company
Legal Department.This policy applies to Company as well as any party with whom it
has a contract; adherence to this policy requires extreme diligence by Employees.
All contracts Company has with subcontractors, vendors etc. relating to projects in
foreign countries shall have a provision requiring compliance with the US FCPA.
Discussion of additional requirements of the USFCPA are set forth in the Companys
FCPA policy which can be located on Shaw Net on the Compliance, Policies and
Procedures page.
 
 Page 14




---



##### 



3.
    
    Boycotts.Certain countries are engaged in boycotts against other countries
and try to enforce such boycott provisions in contracts with U.S. Companies. U.S.
Anti-boycott regulations prohibit such actions. No Employee shall agree to any
contract, document, or oral request containing any provision which requires or could be
interpreted to require Company to comply with any such boycott. Additionally, the law
requires that any request for such a provision be reported to the Government;
therefore, if any Employee encounters such a request, it should be reported to the
Legal Department immediately.4.
    
    Export Controls.Company will fully comply with all applicable US export,
customs or trade control laws and regulations, licensing requirements and other
relevant US laws and international sanctions.
 P. Corporate Funds, Property, and Opportunities
  Q. Personal Finances
   
 Page 15




---



##### 



R. Outside Activities
    S. Innovations, Inventions, Patents and Grants
   T. Fair Dealing
  U. Publications, Books and Articles
  
 Page 16




---



##### 



V. Diversity and Respect
  W. Workplace Violence
  X. Photographs
  Y. Time Sheets and Expense Reports
   
 Page 17




---



##### 



Z. Compliance Training
  AA. Anti-Fraud Policy
  SECTION III: TREATMENT OF VIOLATIONS AND REPORTING
  1.
    
    Immediate (up the chain) supervisor or manager;2.
    
    Divisional in-house attorney3.
    
    Any Company Officer including
 a.
    
    General Counsel/Corporate Secretaryb.
    
    Chief Compliance Officerc.
    
    Chief Accounting Officerd.
    
    Vice President of Internal Audit
 4.
    
    Speak Up Line (1-888-337-7499) or International Collect line at 1-770-582-5210
    
 Page 18




---



##### 



SUMMARY
  
 Page 19




---



##### 



EXHIBIT A  PERSONS TO CONTACT
 PERSON
    
    AREA
    
    PHONE NUMBERGary Graphia
    
    General Counsel & Corporate Secretary
    
    225-932-2641Kerry David
    
    Chief Compliance Officer
    
    225-932-2580Dirk Wild
    
    Chief Accounting Officer
    
    225-932-2505Steven Champney
    
    Vice President of Internal Audit
    
    225-987-7304Randy Gregory
    
    Divisional Counsel  Shaw E&I
    
    225-932-2561Ken Jenkins
    
    Divisional Counsel  E&C
    
    617-589-8882Sam Robison
    
    Divisional Counsel  Shaw Maintenance
    
    225-987-7360
 
 Page 20