<PAGE>   1
             As filed with the Securities and Exchange Commission on
                                                    Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM S-8
                             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                                          None
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)


                                Polarisavenue 31
                                2132 GE Hoofddorp
                                 The Netherlands
                                31-(0)23-568-5660
      (Address of Registrant's Principal Executive Offices, Including Zip
                 Code and telephone number, including area code)

                              CHICAGO BRIDGE & IRON
                          1999 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                              ROBERT H. WOLFE, ESQ.
                          CHICAGO BRIDGE & IRON COMPANY
                           1501 North Division Street
                           Plainfield, Illinois 60544
                                 (815) 439-6000
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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


                  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, check the following box. ____
                                -----------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                   <C>                   <C>
   Title of Securities        Amount to be        Proposed Maximum       Proposed Maximum          Amount of
    to be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Shares, par value
NLG 0.01 per share            1,130,000 shares        $13.40625           $15,149,062.50           $4,211.44
--------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1)              Estimated solely for the purpose of calculating the amount of
                  the registration fee in accordance with Rule 457(c) and (h)
                  under the Securities Act of 1933, as amended.

===============================================================================


<PAGE>   2



EXPLANATORY NOTE

                  The purpose of this Registration Statement on Form S-8 is to
register 1,130,000 shares of Common Shares, par value NLG 0.01 per share (the
"Common Shares"), of Chicago Bridge & Iron Company N. V. (the "Registrant"),
which shares will be issued pursuant to the Chicago Bridge & Iron 1999 Long-Term
Incentive Plan (the "Plan") of the Registrant. The Common Shares issued pursuant
to the Plan are held by certain management employees and their transferees as
permitted under the terms of the Plan.


PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The document(s) containing information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will be sent
or given to participants in the Plan, as specified in Rule 428(b)(l) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ---------------------------------------
                  The following documents have been filed by the Registrant with
the Commission and are hereby incorporated by reference in this Registration
Statement:

                  (a) Annual Report on form 10-K for the fiscal year ended
December 31, 1998.

                  (b) Quarterly Reports on form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.

                  (c) The description of the Registrant's common stock, par
value NLG 0.01 per share (the "Common Shares"), contained in the Registration
Statement on Form S-1 (File No. 333-18065) dated December 17, 1996 and filed
with the Commission under Section 12 of the Exchange Act including any
amendments or reports filed for the purpose of updating such descriptions.

                  All documents and reports filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment to the Registration
Statement which indicates that the securities offered hereby have been sold, or
which deregisters all such securities remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.

ITEM 4. DESCRIPTION OF SECURITIES.
        -------------------------
                  Not applicable.



<PAGE>   3


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        --------------------------------------
                  None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------
 Chicago Bridge & Iron Company N.V. (the "Issuer") is a Netherlands corporation.

                  The Articles of Association of the Issuer, as amended, provide
for indemnification of directors and officers to the fullest extent permitted by
the law of The Netherlands.

                  The form of Underwriting Agreement filed as Exhibit 1 of
Amendment No. 3 to Form S-1 contains certain provisions for indemnification of
directors and officers of the Registrant and its predecessors and subsidiaries
(collectively, the "Company") and the underwriters against civil liabilities
under the Securities Act.

                  The Issuer has entered into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the law of The Netherlands. These agreements provide for specific
procedures to better assure the directors' rights to indemnification, including
procedures for directors to submit claims, for determination of directors'
entitlement to indemnification (including the allocation of the burden of proof
and selection of a reviewing party), and for enforcement of directors'
indemnification rights. The Company has also obtained officers' and directors'
liability insurance in amounts that it believes are reasonable under the
circumstances.

Article 25 of the Articles of Association of the Registrant also provides that,
to the fullest extent permitted by the law of The Netherlands, directors of the
Issuer will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) for personal liability which is
imposed by the law of The Netherlands, as from time to time amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------
                  Not Applicable.

ITEM 8. EXHIBITS.
        --------
Exhibit Number                Description

4.1        Chicago Bridge & Iron 1999 Long-Term Incentive Plan

4.2        Specimen Stock Certificate, defining the rights of holders of the
                capital stock of the Registrant(incorporated herein by reference
                to Exhibit 4. 1 of Amendment No. 3 to the Registrant's
                Registration Statement on Form S-l (File No. 333-18065), filed
                with the Commission on March 20, 1997)

23.1       Consent of Arthur Andersen, Independent Public Accountants

24              Powers of Attorney of Directors and Certain Officers of the
                Registrant (included on the signature pages hereof)



<PAGE>   4

ITEM 9. UNDERTAKINGS.
        ------------

                  THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and the price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering

                  (4) That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions described in Item
6 of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



<PAGE>   5



                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calgary, Alberta, Canada on this 10th day of
September, 1999.

                                         CHICAGO BRIDGE & IRON COMPANY N.V.


                                         By:  /s/Timothy J. Wiggins
                                         -------------------------------------


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




                                POWER OF ATTORNEY

Each person whose signature appears below appoints Timothy J. Wiggins as their
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign and file with the Securities and Exchange Commission, any amendments to
this Registration Statement (including post-effective amendments), and generally
to do anything else necessary or proper in connection therewith.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  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 date indicated.

Signature                     Title                                      Date
---------                     -----                                      ----
                                              Managing Director of       9/10/99
/s/ Timothy J. Wiggins                        Registrant
---------------------------------------
Chicago Bridge & Iron Company B.V.

                                              Vice President and Chief   9/10/99
                                              Financial Officer of
                                              CBIC (Principal
/s/ Timothy J. Wiggins                        Financial Officer)
---------------------------------------
Timothy J. Wiggins

                                              Controller of CBIC         9/13/99
                                              (Principal Accounting
/s/ Keith A. Reed                             Officer)
---------------------------------------
Keith A. Reed


<PAGE>   6



                                              Supervisory Director,
                                              and President, Chief
                                              Executive
                                              Officer of CBIC
                                              (Principal Executive
/s/ Gerald M. Glenn                           Officer)                   9/10/99
---------------------------------------
Gerald M. Glenn


/s/ J. Dennis Bonney                          Supervisory Director       9/10/99
---------------------------------------
J. Dennis Bonney


/s/ Gary L. Neale                             Supervisory Director       9/10/99
---------------------------------------
Gary L. Neale


/s/ Vincent L. Kontny                         Supervisory Director       9/10/99
---------------------------------------
Vincent L. Kontny


/s/ J. Charles Jennett                        Supervisory Director       9/10/99
---------------------------------------
J. Charles Jennett


/s/ Marsha C. Williams                        Supervisory Director       9/10/99
---------------------------------------
Marsha C. Williams


/s/ Jerry H. Ballengee                        Supervisory Director       9/10/99
---------------------------------------
Jerry H. Ballengee


/s/ L. Donald Simpson                         Supervisory Director       9/10/99
---------------------------------------
L. Donald Simpson



Registrant's Agent for
Service in the United States


/s/ Robert H. Wolfe, Esq.
-----------------------------
  Robert H. Wolfe, Esq.




<PAGE>   7


           EXHIBIT INDEX

                                                                Sequential
Exhibit                                                         Page
Number      Description                                         Number

4.1         Chicago Bridge & Iron 1999 Long-Term Incentive
            Plan.

4.2         Specimen Stock Certificate, defining the rights     Incorporated by
            of holders of the capital stock of the Registrant   reference
            (incorporated herein by reference to Exhibit 4.1
            of Amendment No. 3 to the Registrant's
            Registration Statement on Form S-1 (File No.
            333-18065), filed with the Commission on March
            20, 1997.

23.1        Consent of Arthur Andersen, Independent Public
            Accountants.

24          Powers of Attorney of Directors and Certain
            Officers of the registrant (included on the
            signature pages hereof)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18719}]
{"company-data": {"conformed-name": "CHICAGO BRIDGE & IRON CO N V", "cik": "0001027884", "assigned-sic": "1700", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87081", "film-number": "99711315"}, "business-address": {"street1": "P O BOX 74658", "city": "1075 AD AMSTERDAM", "state": "P8", "zip": "00000"}, "mail-address": {"street1": "1501 NORTH DIVISION STREET", "city": "PLAINFIELD", "state": "IL", "zip": "60544"}}
1
             As filed with the Securities and Exchange Commission on
                                                    Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM S-8
                             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                                          None
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

                                Polarisavenue 31
                                2132 GE Hoofddorp
                                 The Netherlands
                                31-(0)23-568-5660
      (Address of Registrant's Principal Executive Offices, Including Zip
                 Code and telephone number, including area code)

                              CHICAGO BRIDGE & IRON
                          1999 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                              ROBERT H. WOLFE, ESQ.
                          CHICAGO BRIDGE & IRON COMPANY
                           1501 North Division Street
                           Plainfield, Illinois 60544
                                 (815) 439-6000
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                  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, check the following box. ____
                                -----------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of Securities        Amount to be        Proposed Maximum       Proposed Maximum          Amount of
    to be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Shares, par value
NLG 0.01 per share            1,130,000 shares        $13.40625           $15,149,062.50           $4,211.44
--------------------------------------------------------------------------------------------------------------------
(1)              Estimated solely for the purpose of calculating the amount of
                  the registration fee in accordance with Rule 457(c) and (h)
                  under the Securities Act of 1933, as amended.

===============================================================================
2

EXPLANATORY NOTE

                  The purpose of this Registration Statement on Form S-8 is to
register 1,130,000 shares of Common Shares, par value NLG 0.01 per share (the
"Common Shares"), of Chicago Bridge & Iron Company N. V. (the "Registrant"),
which shares will be issued pursuant to the Chicago Bridge & Iron 1999 Long-Term
Incentive Plan (the "Plan") of the Registrant. The Common Shares issued pursuant
to the Plan are held by certain management employees and their transferees as
permitted under the terms of the Plan.

PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The document(s) containing information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will be sent
or given to participants in the Plan, as specified in Rule 428(b)(l) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ---------------------------------------
                  The following documents have been filed by the Registrant with
the Commission and are hereby incorporated by reference in this Registration
Statement:

                  (a) Annual Report on form 10-K for the fiscal year ended
December 31, 1998.

                  (b) Quarterly Reports on form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.

                  (c) The description of the Registrant's common stock, par
value NLG 0.01 per share (the "Common Shares"), contained in the Registration
Statement on Form S-1 (File No. 333-18065) dated December 17, 1996 and filed
with the Commission under Section 12 of the Exchange Act including any
amendments or reports filed for the purpose of updating such descriptions.

                  All documents and reports filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment to the Registration
Statement which indicates that the securities offered hereby have been sold, or
which deregisters all such securities remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.

ITEM 4. DESCRIPTION OF SECURITIES.
        -------------------------
                  Not applicable.
3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        --------------------------------------
                  None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------
 Chicago Bridge & Iron Company N.V. (the "Issuer") is a Netherlands corporation.

                  The Articles of Association of the Issuer, as amended, provide
for indemnification of directors and officers to the fullest extent permitted by
the law of The Netherlands.

                  The form of Underwriting Agreement filed as Exhibit 1 of
Amendment No. 3 to Form S-1 contains certain provisions for indemnification of
directors and officers of the Registrant and its predecessors and subsidiaries
(collectively, the "Company") and the underwriters against civil liabilities
under the Securities Act.

                  The Issuer has entered into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the law of The Netherlands. These agreements provide for specific
procedures to better assure the directors' rights to indemnification, including
procedures for directors to submit claims, for determination of directors'
entitlement to indemnification (including the allocation of the burden of proof
and selection of a reviewing party), and for enforcement of directors'
indemnification rights. The Company has also obtained officers' and directors'
liability insurance in amounts that it believes are reasonable under the
circumstances.

Article 25 of the Articles of Association of the Registrant also provides that,
to the fullest extent permitted by the law of The Netherlands, directors of the
Issuer will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) for personal liability which is
imposed by the law of The Netherlands, as from time to time amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------
                  Not Applicable.

ITEM 8. EXHIBITS.
        --------
Exhibit Number                Description

4.1        Chicago Bridge & Iron 1999 Long-Term Incentive Plan

4.2        Specimen Stock Certificate, defining the rights of holders of the
                capital stock of the Registrant(incorporated herein by reference
                to Exhibit 4. 1 of Amendment No. 3 to the Registrant's
                Registration Statement on Form S-l (File No. 333-18065), filed
                with the Commission on March 20, 1997)

23.1       Consent of Arthur Andersen, Independent Public Accountants

24              Powers of Attorney of Directors and Certain Officers of the
                Registrant (included on the signature pages hereof)
4

ITEM 9. UNDERTAKINGS.
        ------------

                  THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and the price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering

                  (4) That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions described in Item
6 of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
5

                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calgary, Alberta, Canada on this 10th day of
September, 1999.

                                         CHICAGO BRIDGE & IRON COMPANY N.V.

                                         By:  /s/Timothy J. Wiggins
                                         -------------------------------------

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

                                POWER OF ATTORNEY

Each person whose signature appears below appoints Timothy J. Wiggins as their
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign and file with the Securities and Exchange Commission, any amendments to
this Registration Statement (including post-effective amendments), and generally
to do anything else necessary or proper in connection therewith.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  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 date indicated.

Signature                     Title                                      Date
---------                     -----                                      ----
                                              Managing Director of       9/10/99
/s/ Timothy J. Wiggins                        Registrant
---------------------------------------
Chicago Bridge & Iron Company B.V.

                                              Vice President and Chief   9/10/99
                                              Financial Officer of
                                              CBIC (Principal
/s/ Timothy J. Wiggins                        Financial Officer)
---------------------------------------
Timothy J. Wiggins

                                              Controller of CBIC         9/13/99
                                              (Principal Accounting
/s/ Keith A. Reed                             Officer)
---------------------------------------
Keith A. Reed
6

                                              Supervisory Director,
                                              and President, Chief
                                              Executive
                                              Officer of CBIC
                                              (Principal Executive
/s/ Gerald M. Glenn                           Officer)                   9/10/99
---------------------------------------
Gerald M. Glenn

/s/ J. Dennis Bonney                          Supervisory Director       9/10/99
---------------------------------------
J. Dennis Bonney

/s/ Gary L. Neale                             Supervisory Director       9/10/99
---------------------------------------
Gary L. Neale

/s/ Vincent L. Kontny                         Supervisory Director       9/10/99
---------------------------------------
Vincent L. Kontny

/s/ J. Charles Jennett                        Supervisory Director       9/10/99
---------------------------------------
J. Charles Jennett

/s/ Marsha C. Williams                        Supervisory Director       9/10/99
---------------------------------------
Marsha C. Williams

/s/ Jerry H. Ballengee                        Supervisory Director       9/10/99
---------------------------------------
Jerry H. Ballengee

/s/ L. Donald Simpson                         Supervisory Director       9/10/99
---------------------------------------
L. Donald Simpson

Registrant's Agent for
Service in the United States

/s/ Robert H. Wolfe, Esq.
-----------------------------
  Robert H. Wolfe, Esq.
7

           EXHIBIT INDEX

                                                                Sequential
Exhibit                                                         Page
Number      Description                                         Number

4.1         Chicago Bridge & Iron 1999 Long-Term Incentive
            Plan.

4.2         Specimen Stock Certificate, defining the rights     Incorporated by
            of holders of the capital stock of the Registrant   reference
            (incorporated herein by reference to Exhibit 4.1
            of Amendment No. 3 to the Registrant's
            Registration Statement on Form S-1 (File No.
            333-18065), filed with the Commission on March
            20, 1997.

23.1        Consent of Arthur Andersen, Independent Public
            Accountants.

24          Powers of Attorney of Directors and Certain
            Officers of the registrant (included on the
            signature pages hereof)