SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               ------------------


                               AMENDMENT NO. 4 TO

                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                       CHICAGO BRIDGE & IRON COMPANY N.V.
             (Exact name of registrant as specified in its charter.)



            The Netherlands                                         NONE
(State of incorporation or organization)                      (I.R.S. Employer
                                                             Identification No.)



Polarisavenue 31, 2132 JH Hoofddorp, The Netherlands                NONE
     (Address of Principal Executive offices.)                   (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:



                Title of each class                       Name of each exchange on which
                to be so registered                       each class is to be registered
                -------------------                       ------------------------------
                                                       
   Common Stock, nominal value Euro 0.01 per share            New York Stock Exchange



         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]

         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]

         Securities Act registration statement file number to which this form
relates:

         __________ (if applicable)


Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)



                  INFORMATION REQUIRED IN REGISTRATION STATEMENT

         Item 1.           Description of Registrant's Securities to be
                           Registered.
                           --------------------------------------------

                           Chicago Bridge & Iron Company N.V. ("CB&I" or the
                           "Company") is incorporated under the law of The
                           Netherlands as a public company with limited
                           liability ("naamloze vennootschap") by Deed of
                           Incorporation dated November 22, 1996. CB&I is
                           registered in the trade register of Amsterdam under
                           No. 33.286.441. Set forth below is a summary of
                           certain provisions, including all material provisions
                           relating to the shares of our common stock, nominal
                           value Euro 0.01 ("common shares"), contained in the
                           Company's Articles of Association, as amended (our
                           "Articles of Association"), and the law of The
                           Netherlands. Such summary does not purport to be a
                           complete statement of our Articles of Association and
                           the law of The Netherlands and is qualified in its
                           entirety by reference to our Articles of Association.

                           Our authorized share capital is Euro 800,000
                           consisting of 80,000,000 Common Shares, each with a
                           nominal value of Euro 0.01. Shares are issued in
                           registered form only. The shares registered in the
                           New York registry ("New York Shares") are listed on
                           the New York Stock Exchange. Shareholders may hold
                           New York Shares directly (evidenced by an
                           entry/registration in the New York Registry and, if
                           applicable, certificates received for those Shares)
                           or through the Depository Trust Company (either as
                           participant in such system or indirectly through
                           organizations that are participants in such system).
                           To the extent not registered in the New York
                           registry, shares will be registered in the
                           shareholders' register kept in Hoofddorp, The
                           Netherlands.

                           Voting Rights

                           Generally, each shareholder is entitled to one vote
                           for each common share held on every matter submitted
                           to a vote of shareholders. Our Articles of
                           Association make no provision for cumulative voting
                           and, as a result, the holders of a majority of our
                           voting power will have the power, subject to the
                           Supervisory Board's right to make binding
                           nominations, to elect all members of the Supervisory
                           Board and the Management Board who are standing for
                           election.

                           Unless otherwise required by our Articles of
                           Association or the law of The Netherlands or as
                           described below, resolutions of a general meeting of
                           shareholders occurring in The Netherlands require the
                           approval of a majority of the votes cast at a
                           meeting. Our Articles of Association require that, at
                           a time when there are one or more holders of more
                           than 15% of our outstanding voting securities (each
                           an "affiliated holder"), certain business combination
                           transactions, dissolution, liquidation, stock
                           dividend, share repurchase, recapitalization
                           transactions or transactions involving a person who
                           is or has been an affiliated holder, in so far as
                           such transactions otherwise require a shareholder
                           vote for adoption, will require the approval of a
                           supermajority percentage (at least 80%) of our voting
                           securities issued and outstanding. While this
                           provision may limit the ability of an affiliated
                           holder to control or influence a decision to effect a
                           change of control of the Company and also make it
                           more difficult to consummate certain types of
                           business combination transactions requiring a
                           shareholder vote (e.g., certain "legal mergers" under
                           Dutch law), this requirement does not affect a tender
                           offer or other type of business combination
                           transaction not requiring such a shareholder vote.

                           Resolutions of general meetings of shareholders
                           occurring outside The Netherlands are valid if the
                           entire share capital is present or represented. There
                           are no laws currently in effect in The Netherlands or
                           provisions in our Articles of Association limiting
                           the rights of non-resident investors to hold or vote
                           common shares.

                           Dividends

                           Pursuant to our Articles of Association, the
                           Management Board, with the approval of the
                           Supervisory Board, may determine that an amount shall
                           be reserved out of our annual profits. The portion of
                           our annual profits that remains after such
                           reservation is at the disposal of the general meeting
                           of shareholders. Out of our share premium reserve and
                           other reserves available for shareholder
                           distributions under the law of The Netherlands, the
                           general meeting of shareholders may declare
                           distributions upon the proposal of the Management
                           Board (after approval by the Supervisory Board). We
                           may not pay dividends if the payment would reduce
                           shareholders' equity below the aggregate nominal
                           value of the common shares outstanding, plus the
                           reserves statutorily required to be maintained.
                           Although under Dutch law dividends are generally paid
                           annually, the Management Board, with the approval of
                           the Supervisory Board, may, subject to certain
                           statutory provisions, distribute one or more interim
                           dividends or other interim distributions before the
                           accounts for any year have been approved and adopted
                           at a general meeting of shareholders in anticipation
                           of the final dividend or final distribution. Rights
                           to cash dividends and distributions that have not
                           been collected within five years after the date on
                           which they became due and payable shall revert to the
                           Company.

                           We have declared and paid in the past, and currently
                           intend to declare and pay, regular quarterly cash
                           dividends or distributions; however, there can be no
                           assurance that any such dividends or distributions
                           will be declared or paid. The payment of dividends or
                           distributions in the future will be subject to the
                           discretion of the our shareholders (in the case of
                           annual dividends), our Management Board and our
                           Supervisory Board and will depend upon general
                           business conditions, legal restrictions on the
                           payment of dividends or distributions, and other
                           factors. We will pay any cash dividends or
                           distributions in U.S. dollars. Any cash dividends or
                           distributions payable to holders of New York Shares
                           will be paid to the New York Transfer Agent and
                           Registrar.

                           Shareholder Meetings

                           Each shareholder has the right to attend general
                           meetings of shareholders, either in person or
                           represented by a person holding a written proxy, to
                           address shareholder meetings, and to exercise voting
                           rights, subject to the provisions of our Articles of
                           Association. Our ordinary general meetings of
                           shareholders are held in The Netherlands at least
                           annually, within six months after the close of each
                           financial year. Extraordinary general meetings of
                           shareholders may be held as often as the Management
                           Board or the Supervisory Board deem necessary, or as
                           otherwise provided for pursuant to the law of The
                           Netherlands. Shareholders (and holders of a life
                           interest to whom voting rights have been granted)
                           representing 10% of our issued shares may request
                           that the Management Board convene an extraordinary
                           general meeting and the subjects to be discussed.

                           We provide notice by mail to registered holders of
                           common shares of each general meeting of
                           shareholders. Such notice will be given no later than
                           the


                           15th day prior to the day of the meeting and will
                           include a statement of the business to be considered.
                           The New York Transfer Agent and Registrar will
                           provide notice of general meetings of shareholders
                           to, and compile voting instructions from, holders of
                           New York Shares. Registered shareholders must notify
                           the Management Board in writing of their intention to
                           attend a shareholder meeting.

                           Election and Tenure of Managing Directors and
                           Supervisory Directors

                           The Management Board is entrusted with the management
                           of the Company. The Supervisory Board supervises the
                           Management Board. The Management Board may have one
                           or more members and the Supervisory Board may have at
                           least six and no more than 12 members. Supervisory
                           Board and Management Board vacancies are and will be
                           filled by a vote of shareholders at the first general
                           meeting after such vacancy occurs or is created. The
                           Supervisory Board and the Management Board members
                           are elected from binding nominations made by the
                           Supervisory Board. At least two persons must be
                           nominated for each vacancy. Under the law of The
                           Netherlands and our Articles of Association, the
                           shareholders may deprive the nominations of their
                           binding effect by a resolution passed by a vote of
                           two-thirds of the votes cast at the meeting if such
                           two-thirds vote constitutes more than one-half of our
                           issued share capital.

                           The general meeting of shareholders may suspend or
                           dismiss a member of the Management Board at any time.
                           However, if the Supervisory Board does not propose
                           such suspension or dismissal, the general meeting of
                           shareholders must pass a resolution based on a
                           majority of two-thirds of the votes cast and such
                           two-thirds vote must represent more than one half of
                           our issued share capital. The Supervisory Board may
                           suspend a member of the Management Board at any time.
                           The general meeting of shareholders may discontinue
                           such suspension at any time. In addition, the
                           Supervisory Board shall determine the remuneration
                           and terms of employment of every member of the
                           Management Board.

                           Members of the Supervisory Board are appointed to
                           serve three-year terms with approximately one-third
                           of such members' terms expiring each year.
                           Supervisory Directors and Managing Directors serve
                           until the expiration of their respective terms of
                           office or their resignation, death or removal, with
                           or without cause, by the shareholders or, in the case
                           of Supervisory Directors, upon reaching the mandatory
                           retirement age of 72 as provided in our Articles of
                           Association.

                           Subject to our Articles of Association, the
                           Supervisory Board may adopt rules and regulations
                           governing its internal proceedings, such as voting,
                           including voting on nomination of Supervisory
                           Directors, Supervisory Board composition and
                           governance, and effectuation of matters agreed upon
                           in shareholder agreements.

                           Approval of Annual Accounts and Discharge of
                           Management Liability

                           Each year, the Management Board is responsible for
                           the preparation of annual accounts within five months
                           after the end of our financial year, unless the
                           general meeting of shareholders has extended this
                           period due to special circumstances. The annual
                           accounts must be approved and signed by all members
                           of the Supervisory Board and the Management Board and
                           then submitted to a general meeting of shareholders
                           for adoption.

                           The adoption of a company's annual accounts by the
                           general meeting of shareholders does not
                           automatically discharge the members of the Management
                           Board and the Supervisory Board from liability in
                           respect of the exercise of their duties during the
                           financial year concerned. However, we generally
                           expect to propose such discharge as a separate agenda
                           item at each annual general meeting of shareholders.

                           Liquidation Rights

                           In the event of the dissolution and liquidation of
                           the Company, the assets remaining after payment of
                           all debts and liquidation expenses will be
                           distributed among holders of common shares on a pro
                           rata basis.

                           Issue of Shares; Preemptive Rights

                           Under the law of The Netherlands and our Articles of
                           Association, the Supervisory Board may issue common
                           shares when the Supervisory Board is so empowered by
                           the general meeting of shareholders. Such
                           authorization can be granted for a maximum period of
                           five years, subject to extension(s). Under the law of
                           The Netherlands and our Articles of Association, each
                           holder of common shares generally has a preemptive
                           right to subscribe with regard to any issue of common
                           shares pro rata to the aggregate nominal value of
                           such shareholder's existing holdings of common
                           shares, except for certain issuances to employees,
                           issuances for non-cash consideration, issuances to
                           persons who exercise a previously acquired right to
                           subscribe for common shares, and issuances limited or
                           excluded from such requirement by the Supervisory
                           Board when the Supervisory Board is so empowered by
                           the general meeting of shareholders. Under the law of
                           The Netherlands, such authorization to limit or
                           exclude preemptive rights can be granted for a
                           maximum period of five years, subject to
                           extension(s).

                           Repurchase of Common Shares

                           The shareholders may delegate to the Management Board
                           the authority, subject to certain restrictions
                           contained in the law of The Netherlands and our
                           Articles of Association, to cause the Company to
                           acquire its own fully paid common shares for
                           consideration in an amount not to exceed 10% of the
                           issued shares at any time. Such authorization may not
                           be granted for more than 18 months.

                           Capital Reduction

                           Upon proposal by the Management Board (after approval
                           by the Supervisory Board), the general meeting of
                           shareholders may reduce the issued share capital by
                           cancellation of common shares held by the Company,
                           subject to certain statutory provisions.

                           Amendment of our Articles of Association

                           Our Articles of Association may be amended by a
                           majority of the votes cast at a general meeting of
                           shareholders if the proposal is stated in the
                           convocation notice for the general meeting and a
                           complete copy of the proposed amendment is filed at
                           our office so that it may be inspected prior to and
                           during the meeting. Proposals to amend our Articles
                           of Association, to legally merge the Company, or to
                           dissolve the Company require prior approval by the
                           Supervisory Board.

                           Notwithstanding the foregoing, no amendment of our
                           Articles of Association shall become effective until
                           approved by the Ministry of Justice of The
                           Netherlands.

                           Dutch Taxation

                           The following discussion of certain Dutch tax
                           consequences to an owner of our common shares is
                           included for general information purposes only and
                           does not address every potential tax consequence of
                           an investment in or ownership of the common shares
                           under the laws of The Netherlands. It does not
                           discuss every aspect of taxation that may be relevant
                           to a particular taxpayer under special circumstances
                           or who is subject to special treatment under
                           applicable law, nor does it address the income taxes
                           imposed by any political subdivision of The
                           Netherlands or any tax imposed by any other
                           jurisdiction. The laws upon which such discussion is
                           based are subject to change, perhaps with retroactive
                           effect. EACH SHAREHOLDER AND PROSPECTIVE INVESTOR
                           SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH
                           RESPECT TO THE TAX CONSEQUENCES OF ACQUIRING, OWNING
                           AND DISPOSING OF COMMON SHARES.

                           Dutch Taxation for Non-Resident Shareholders

                           The following discussion is a summary of certain tax
                           consequences to an owner of our common shares who is
                           not, or is not deemed to be, a resident of The
                           Netherlands for purposes of the relevant tax codes.

                           Withholding Tax. Dividends distributed by CB&I
                           generally are subject to a withholding tax imposed by
                           The Netherlands at a rate of 25%. The expression
                           "dividends distributed by CB&I" as used herein
                           includes, but is not limited to: (i) distributions in
                           cash or in kind, deemed and constructive
                           distributions and repayments of paid-in capital not
                           recognized for Netherlands dividend withholding tax
                           purposes; (ii) liquidation proceeds, proceeds from
                           the redemption of common shares or, as a rule,
                           consideration for the repurchase of common shares by
                           CB&I in excess of the average paid-in capital
                           recognized for Netherlands dividend withholding tax
                           purposes; (iii) the nominal value of shares issued to
                           a holder of common shares or an increase of the
                           nominal value of common shares, as the case may be,
                           to the extent that it does not appear that a
                           contribution, recognized for Netherlands dividend
                           withholding tax purposes, has been made or will be
                           made; and (iv) partial repayment of paid-in capital,
                           recognized for Netherlands dividend withholding tax
                           purposes, if and to the extent that there are net
                           profits ("zuivere winst"), unless the general meeting
                           of shareholders of CB&I has resolved in advance to
                           make such repayment and provided that the nominal
                           value of the common shares concerned has been reduced
                           by an equal amount by way of an amendment to our
                           Articles of Association.

                           If a holder of common shares is resident in a country
                           other than The Netherlands and if a taxation
                           convention is in effect between The Netherlands and
                           such country, such holder of common shares may,
                           depending on the terms of such double taxation
                           convention, be eligible for a full or partial
                           exemption from, or refund of, Netherlands dividend
                           withholding tax.

                           Under the double taxation convention in effect
                           between The Netherlands and the United States (the
                           "Treaty"), dividends paid by CB&I to a resident of
                           the United States (other than an exempt organization
                           or exempt pension organization) are generally
                           eligible for a reduction of the 25% Netherlands
                           withholding tax to 15%, or in the case of certain
                           U.S. corporate shareholders owning at least 10% of
                           the voting power of CB&I, 5%, unless the common
                           shares held by such resident are attributable to a
                           business or part of a business that is, in whole or
                           in part, carried on through a permanent establishment
                           or a permanent representative in The Netherlands. The
                           Treaty provides for a complete exemption for
                           dividends received by exempt pension organizations
                           and exempt organizations, as defined therein. Except
                           in the case of exempt organizations, the reduced
                           dividend withholding rate can be applied at source
                           upon payment of the dividends, provided that the
                           proper forms have been filed in advance of the
                           payment. Qualifying U.S. exempt organizations must
                           seek a full refund of the tax withheld by filing the
                           proper forms. A holder of common shares other than an
                           individual will not be eligible for the benefits of
                           the Treaty if such holder of common shares does not
                           satisfy one or more of the tests set forth in the
                           limitation on benefits provisions of Article 26 of
                           the Treaty.

                           According to an anti-dividend stripping provision ,
                           no exemption from, or refund of Netherlands dividend
                           withholding tax will be granted if the ultimate
                           recipient of a dividend paid by the Company is not
                           considered to be the beneficial owner of such
                           dividend. Such recipient is not considered to be the
                           beneficial owner if such recipient paid a
                           consideration (in cash or in kind) in connection with
                           the dividend and such payment forms part of a
                           sequence of transactions, and further it is likely
                           that (i) an individual or a company (other than the
                           holder of the dividend coupon) benefited, in whole or
                           in part, directly or indirectly, from the dividend
                           and such individual or company would not, or to a
                           lesser extent, be entitled to an exemption from,
                           reduction of or refund of, Netherlands dividend
                           withholding tax than the recipient of the dividend,
                           and (ii) such individual or company, directly or
                           indirectly, retains or acquires a position in the
                           shares that is comparable with his/her or its
                           position in similar shares that he/she or it had
                           before the sequence of transactions began. The term
                           "sequence of transactions" as used herein includes
                           the sole acquisition of one or more dividend coupons
                           and the establishment of short-term rights of
                           enjoyment on shares, while the transferor retains the
                           ownership of the shares. The Netherlands tax
                           authorities have taken the position that this
                           beneficial ownership test can also be applied to deny
                           relief from Netherlands withholding tax under double
                           tax conventions. However, there are arguments for the
                           view that the term "beneficial ownership" must be
                           interpreted in the context of the double taxation
                           conventions and not with reference to domestic law of
                           a contracting state.

                           Under certain circumstances, a transfer of the full
                           amount of withholding tax withheld to The Netherlands
                           tax authorities will not be required with respect to
                           dividend distributions out of dividends received from
                           CB&I's qualifying foreign affiliates. The amount not
                           transferred amounts to 3% of the gross amount of any
                           cash dividend paid on the common shares but will not
                           exceed 3% of the gross dividends received from CB&I's
                           qualifying foreign affiliates during the calendar
                           year until the withholding date and the two previous
                           calendar years to the extent that these distributions
                           have not been taken into account in respect of the
                           determination of a previous reduction of withholding
                           tax to be transferred. This reduction is not paid out
                           to holders of Common Shares, but remains with the
                           Company instead.

                           Distribution Tax. In the period from January 1, 2001
                           up to and including December 31, 2005, CB&I will be
                           subject to a temporary special distribution tax
                           ("surtax") at a rate of 20% on certain dividends that
                           are qualified as "excessive". Dividends are
                           considered to be "excessive", among other things,
                           when the total proceeds distributed during a
                           particular calendar year exceed the highest of (i) 4%
                           of CB&I's market capitalization at the beginning of
                           the relevant calendar year, (ii) twice the amount of
                           the average annual dividends (exclusive of
                           extraordinary distributions) by reference to the
                           three calendar years immediately preceding January 1,
                           2001, or (iii) CB&I's adjusted consolidated
                           commercial result for the preceding fiscal year.
                           Certain exceptions exist. The qualification of this
                           surtax and the consequences thereof for foreign
                           shareholders are uncertain. To the extent dividends
                           that are subject to this surtax are distributed to
                           certain qualifying shareholders, CB&I is not required
                           to withhold Netherlands dividend withholding tax.

                           Taxes on Income and Capital Gains. A holder of common
                           shares will not be subject to any Netherlands taxes
                           on income or capital gains in respect of dividends
                           distributed by CB&I or in respect of any gain
                           realized on the disposal of common shares (other than
                           the withholding tax described above), provided that:
                           (i) such holder is neither resident nor deemed to be
                           a resident nor opting to be taxed as a resident in
                           The Netherlands; (ii) such holder does not have an
                           enterprise or an interest in an enterprise that is,
                           in whole or in part, carried on through a permanent
                           establishment or a permanent representative in The
                           Netherlands and to which enterprise or part of an
                           enterprise, as the case may be, the common shares are
                           attributable; (iii) such holder is not a taxable
                           entity for Netherlands corporate income tax purposes
                           that is deemed to have a Netherlands enterprise to
                           which enterprise the common shares are attributable;
                           (iv) such holder is not an individual performing
                           other activities in the Netherlands in respect of the
                           common shares, including activities which are beyond
                           the scope of normal investment activities; and (v)
                           such holder does not have a substantial interest or a
                           deemed substantial interest in CB&I or, if such
                           holder does have such an interest, it forms part of
                           the assets of an enterprise. Generally, a holder of
                           common shares will not have a substantial interest if
                           he, his partner, certain other relatives (including
                           foster children) or certain persons sharing his
                           household, do not hold, alone or together, whether
                           directly or indirectly, the ownership of, or certain
                           other rights over, common shares representing five
                           percent or more of the total issued and outstanding
                           capital (or the issued and outstanding capital of any
                           class of shares) of CB&I, or rights to acquire
                           shares, whether or not already issued, that represent
                           at any time (and from time to time) five percent or
                           more of the total issued and outstanding capital (or
                           the issued and outstanding capital of any class of
                           shares) of CB&I, or the ownership of certain profit
                           participating certificates that relate to five
                           percent or more of the annual profit of CB&I and/or
                           to five percent or more of the liquidation proceeds
                           of CB&I. A deemed substantial interest is present if
                           (part of) a substantial interest has been disposed
                           of, or is deemed to have been disposed of, on a
                           non-recognition basis.

                           Gift, Estate and Inheritance Taxes. No gift, estate
                           and inheritance taxes will arise in The Netherlands
                           with respect to an acquisition of common shares by
                           way of a gift by, or on the death of, a holder of
                           common shares who is neither a resident nor deemed to
                           be resident in The Netherlands, unless: (i) the
                           holder at the time of the gift has or at the time of
                           his death had an enterprise or an interest in an
                           enterprise that is or was, in whole or in part,
                           carried on through a permanent establishment or a
                           permanent representative in The Netherlands and to
                           which

                           enterprise or part of an enterprise, as the case may
                           be, the common shares are or were attributable; or
                           (ii) in the case of a gift of shares by an individual
                           who at the time of the gift was neither resident nor
                           deemed to be resident in The Netherlands, such
                           individual dies within 180 days after the date of the
                           gift, while being resident or deemed to be resident
                           in The Netherlands. For purposes of Netherlands gift,
                           estate and inheritance tax, an individual who holds
                           The Netherlands nationality will be deemed to be
                           resident in The Netherlands if he has been resident
                           in The Netherlands at any time during the ten years
                           preceding the date of the gift or his death. For
                           purposes of Netherlands gift tax, an individual not
                           holding The Netherlands nationality will be deemed to
                           be resident in The Netherlands if he has been
                           resident in The Netherlands at any time during the
                           twelve months preceding the date of the gift.

                           Other Netherlands Taxes and Duties. Save for a
                           capital tax which will be payable by us, no
                           registration tax, transfer tax, stamp duty or any
                           other similar documentary tax or duty will be payable
                           in The Netherlands in respect of or in connection
                           with the subscription, issue, placement, allotment or
                           delivery of the common shares.

                           Dutch Taxation for Resident Shareholders

                           The following discussion is intended only for the
                           following shareholders or investors:

                           o individuals who are resident or deemed to be
                           resident in The Netherlands for tax purposes or who
                           have opted to be taxed as resident in The
                           Netherlands, excluding (i) individuals who invest in
                           common shares that form part of a substantial
                           interest or a deemed substantial interest in CB&I or
                           (ii) individuals who are, or are deemed to be, CB&I's
                           employees, director or board members or individuals
                           who are, or are deemed to be, employees, directors,
                           board members of companies related to CB&I (the
                           "Dutch Individuals"); and

                           o corporate entities, which term includes
                           associations which are taxable as corporate entities,
                           that are resident or deemed to be resident in The
                           Netherlands for tax purposes, excluding corporate
                           entities that are (i) not subject to Dutch corporate
                           income tax, (ii) exempt from such corporate income
                           tax, including but not limited to pension funds
                           (pensioenfondsen) as defined under Dutch law or (iii)
                           investment institutions (beleggingsinstellingen) as
                           defined under Dutch law.

                           Generally, a holder of common shares will not have a
                           substantial interest if he, his partner, certain
                           other relatives (including foster children) or
                           certain persons sharing his household, do not hold,
                           alone or together, whether directly or indirectly,
                           the ownership of, or certain other rights over,
                           common shares representing five per cent or more of
                           the total issued and outstanding capital (or the
                           issued and outstanding capital of any class of
                           shares) of CB&I, or rights to acquire shares, whether
                           or not already issued, that represent at any time
                           (and from time to time) five per cent or more of the
                           total issued and outstanding capital (or the issued
                           and outstanding capital of any class of shares) of
                           CB&I, or the ownership of certain profit
                           participating certificates that relate to five per
                           cent or more of the annual profit of CB&I and/or to
                           five per cent or more of the liquidation proceeds of
                           CB&I A deemed substantial interest is present if
                           (part of) a substantial interest has been disposed
                           of, or is deemed to have been disposed of, on a
                           non-recognition basis.


                           Income Tax for Dutch Individuals Not Engaged in an
                           Enterprise. A Dutch individual (i) who holds common
                           shares that are not attributable to an enterprise of
                           which such a Dutch individual derives a share of the
                           profit, whether as an entrepreneur (ondernemer) or
                           pursuant to a co-entitlement to the net worth of such
                           enterprise other than as an entrepreneur or a
                           shareholder, (ii) who is not performing other
                           activities in respect of the common shares, including
                           but not limited to activities which are beyond the
                           scope of normal investment activities, and (iii) who
                           does not have a substantial interest or a deemed
                           substantial interest in CB&I, generally is subject to
                           income tax at a rate of 30% on a deemed yield of 4%
                           of the average market value of the common shares in
                           any one year.

                           Income Tax for Dutch Individuals Engaged in an
                           Enterprise and Corporate Entities. Any benefits
                           derived or deemed to be derived from common shares
                           (including any capital gains realized on the disposal
                           thereof) that are attributable to an enterprise of
                           which such a Dutch individual derives a share of the
                           profit, whether as an entrepreneur (ondernemer) or
                           as a person who has a co-entitlement to the net worth
                           of such enterprise other than by way of shares,
                           generally are subject to income tax at progressive
                           rates. Any benefits derived or deemed to be derived
                           from shares (including any capital gains realized on
                           the disposal thereof) that are held by a Dutch
                           corporate entity generally are subject to corporate
                           income tax.

                           Withholding Tax. Dividends distributed by CB&I
                           generally are subject to a withholding tax imposed by
                           The Netherlands at a rate of 25% per cent. See "Dutch
                           Taxation for Non-Resident Shareholders -- Withholding
                           Tax" above for a definition of "dividends distributed
                           by CB&I" as used herein.

                           Dutch individuals and Dutch corporate entities
                           generally can credit the withholding tax against
                           their Netherlands income tax or corporate income tax
                           liability and generally are entitled to a refund of
                           dividend withholding tax insofar as the withholding
                           tax exceeds their aggregate income tax or corporate
                           income tax liability. In the case of certain holders
                           of common shares subject to Dutch corporate income
                           tax and enjoying the participation exemption, no
                           withholding tax may need to be withheld at all.

                           According to an anti-dividend stripping provision, no
                           exemption from, credit, reduction of, or refund of,
                           Netherlands dividend withholding tax will be granted
                           if the ultimate recipient of a dividend paid by CB&I
                           is not considered to be the beneficial owner of such
                           dividend (see "Dutch Taxation for Non-Resident
                           Shareholders -- Withholding Tax" above for a
                           description of who is considered a "beneficial
                           owner").

                           Distribution Tax. In the period from January 1, 2001
                           up to and including December 31, 2005, CB&I will be
                           subject to a temporary special distribution tax at a
                           rate of 20% on certain dividends that are qualified
                           as "excessive" (see "Dutch Taxation for Non-Resident
                           Shareholders -- Distribution Tax" above for a
                           description of what is considered "excessive").
                           Certain exceptions exist. To the extent dividends
                           that are subject to this surtax are distributed to
                           certain qualifying shareholders, CB&I is not required
                           to withhold Netherlands dividend withholding tax.

                           Gift, Estate and Inheritance Taxes. Netherlands gift,
                           estate or inheritance taxes may apply to an
                           acquisition of common shares by way of a gift by, or
                           on the

                           death of, a holder of common shares who is resident
                           or deemed to be resident in The Netherlands,
                           including if: (i) the holder at the time of the gift
                           has or at the time of his death had an enterprise or
                           an interest in an enterprise that is or was, in whole
                           or in part, carried on through a permanent
                           establishment or a permanent representative in The
                           Netherlands and to which enterprise or part of an
                           enterprise, as the case may be, the common shares are
                           or were attributable; or (ii) in the case of a gift
                           of shares by an individual who at the time of the
                           gift was neither resident nor deemed to be resident
                           in The Netherlands, such individual dies within 180
                           days after the date of the gift, while being resident
                           or deemed to be resident in The Netherlands.

                           For purposes of Netherlands gift, estate and
                           inheritance tax, an individual who holds The
                           Netherlands nationality will be deemed to be resident
                           in The Netherlands if he has been resident in The
                           Netherlands at any time during the ten years
                           preceding the date of the gift or his death. For
                           purposes of Netherlands gift tax, an individual not
                           holding The Netherlands nationality will be deemed to
                           be resident in The Netherlands if he has been
                           resident in The Netherlands at any time during the
                           twelve months preceding the date of the gift.

                           Other Netherlands Taxes and Duties. Save for capital
                           tax which will be payable by CB&I, no registration
                           tax, transfer tax, stamp duty or any other similar
                           documentary tax or duty will be payable in The
                           Netherlands in respect of or in connection with the
                           subscription, issue, placement, allotment or delivery
                           of the common shares.

         Item 2.           Exhibits.
                           --------

                           Articles of Association, as amended, of the
                           Registrant are incorporated by reference to Exhibit 3
                           of Registrant's Form 10K/A dated May 31, 2002
                           amending Registrant's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 2001

                           Shareholder Agreement dated as of December 28, 2000
                           (as amended by an Amendment thereto dated as of
                           February 7, 2001) among First Reserve Fund VIII,
                           L.P., Registrant and certain shareholders of
                           Registrant is incorporated by reference to (i)
                           Exhibit 6 of Registrant's Current Report on Form 8-K
                           dated January 8, 2001 and (ii) Exhibit 6 of
                           Registrant's Current Report on Form 8-K dated
                           February 22, 2001


                                   SIGNATURES


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration to be signed on
its behalf by the undersigned, thereto duly authorized.


                                        CHICAGO BRIDGE & IRON COMPANY N.V.

                                        By:  Chicago Bridge & Iron Company B.V.,
                                             Managing Director


                                        By:  /s/ Richard E. Goodrich
                                           -------------------------------------
                                                 Richard E. Goodrich
                                                 Managing Director

Date:    January 7, 2004