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As filed with the Securities and Exchange Commission on June 27, 2003
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Chicago Bridge & Iron Company N.V.

(Exact name of Registrant as Specified in Its Charter)
     
The Netherlands   Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer
Identification No.)

Polarisavenue 31

2132 JH Hoofddorp
The Netherlands
31-23-5685660
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

Robert H. Wolfe, Esq.

Secretary
Chicago Bridge & Iron Company
10200 Grogan’s Mill Road
Suite 300
The Woodlands, Texas 77380
(281) 774-2200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:

     
James M. Reum, Esq.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
   Christopher D. Lueking, Esq.
Latham & Watkins Illinois LLC
233 South Wacker Drive
Chicago, Illinois 60606

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    þ File No. 333-103972

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

                 
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered(1) Share(2) Price Registration Fee
Common Stock, Euro 0.01 par value per share
  612,118 shares   $22.00   $13,466,596   $1,089.45

(1)  Includes 90,104 shares to cover over-allotments, if any.
 
(2)  Estimated solely for the purpose of calculating the registration fee, based upon the average high and low prices of the common stock on The New York Stock Exchange on June 25, 2003, in accordance with Rule 457(c) under the Securities Act of 1933.

EXPLANATORY NOTE

     This Registration Statement on Form S-3 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. Chicago Bridge & Iron Company N.V. (the “Company”) hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-103972) declared effective on June 26, 2003 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference in such Registration Statement and all exhibits thereto.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

      All the exhibits filed or incorporated by reference in Registration Statement No. 333-103972 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following, which are filed herewith:

             
Exhibit
Number Description
  5.1         Legality Opinion of DeBrauw Blackstone Westbroek P.C.
  23.1         Consent of Deloitte & Touche LLP
  23.2         Consent of DeBrauw Blackstone Westbroek P.C. (included in Exhibit 5.1 hereto)
  24.1         Powers of Attorney (included on signature page)

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Woodlands, State of Texas, on June 27, 2003.

  CHICAGO BRIDGE & IRON COMPANY N.V.

  By:  CHICAGO BRIDGE & IRON COMPANY B.V.,
  its sole Managing Director
 
  By: /s/ RICHARD E. GOODRICH
 
  Managing Director

POWERS OF ATTORNEY

      We, the undersigned persons whose signatures appear below, hereby severally constitute and appoint Gerald M. Glenn and Richard E. Goodrich, our true and lawful attorneys, with full power to each of them, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this Registration Statement on Form S-3, and generally to do all things in our names and on our behalf in such capacities to enable Chicago Bridge & Iron Company N.V. to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

             
Signature Title Date
 
/s/ RICHARD E. GOODRICH
Chicago Bridge & Iron Company, B.V. 		  Managing Director of Registrant   June 27, 2003
 
/s/ RICHARD E. GOODRICH
Richard E. Goodrich 		  Executive Vice President and Chief Financial Officer of CBIC (Principal Financial Officer) Managing Director of CB&I B.V.   June 27, 2003
 
/s/ TOM C. RHODES
Tom C. Rhodes 		  Controller of CBIC (Principal Accounting Officer)   June 27, 2003
 
/s/ GERALD M. GLENN
Gerald M. Glenn 		  Supervisory Director; Chairman, President and Chief Executive Officer and Director of CBIC (Principal Executive Officer) Managing Director of CB&I B.V.   June 27, 2003
 
/s/ JERRY H. BALLENGEE
Jerry H. Ballengee 		  Supervisory Director   June 27, 2003
 
/s/ BEN A. GUILL
Ben A. Guill 		  Supervisory Director   June 27, 2003

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Signature Title Date
/s/ J. CHARLES JENNETT
J. Charles Jennett 		  Supervisory Director   June 27, 2003
 
/s/ VINCENT L. KONTNY
Vincent L. Kontny 		  Supervisory Director   June 27, 2003
 
/s/ L. DONALD SIMPSON
L. Donald Simpson 		  Supervisory Director   June 27, 2003
 
 
Registrant’s Agent for Service
in the United States 		       
 
/s/ ROBERT H. WOLFE, ESQ.
Robert H. Wolfe, Esq. 		      June 27, 2003

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EXHIBIT INDEX

         
Exhibit
Number Description
  5.1     — Legality Opinion of DeBrauw Blackstone Westbroek P.C.
  23.1     — Independent Auditors’ Consent