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EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE SHAW GROUP INC.
PURSUANT TO 15 U.S.C. SECTION 7241, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert L. Belk, Executive Vice President and Chief Financial Officer of
The Shaw Group Inc., certify that:  1.
    
    I have reviewed this Annual Report on Form 10-K for the fiscal year
ended August 31, 2004 (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)) 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.
    
    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; andc.
    
    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 a 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: November 2, 2004
    
    /s/ Robert L. Belk
Robert L. Belk
Executive Vice President and Chief Financial
Officer