As filed with the Securities and Exchange Commission on April 2, 1997
 
                                                  Registration No. 333-

================================================================================
                    
                       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.)

                                 P.O. Box 74658
                                1070 BR Amsterdam
                                 The Netherlands
                                 31-020-664-4461
             (Address of Registrant's Principal Executive Offices,
          Including Zip Code and telephone number, including area code)

                        CHICAGO BRIDGE & IRON MANAGEMENT
                    DEFINED CONTRIBUTION STOCK 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)

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

                                    Copy to:

                               ALAN J. LASKA, ESQ.
                            KELLEY DRYE & WARREN LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800

     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

================================================================================
                                     Proposed     Proposed     
Title of                             Maximum      Maximum
Securities            Amount         Offering     Aggregate
to be                 to be          Price Per    Offering         Amount of
Registered            Registered     Share(1)     Price(1)      Registration Fee

--------------------------------------------------------------------------------
Common Shares,
par value NLG 0.01    925,670         $18.00     $16,662,060        $5,746
per share             shares 
================================================================================

(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>


Explanatory Note

     The  purpose  of this  Registration  Statement  on Form S-8 is to  register
925,670 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 for contribution to the Chicago Bridge & Iron Management  Defined
Contribution  Stock  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.

<PAGE>



                                     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)(1)  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.

<PAGE>


                                     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) The Prospectus  dated March 26, 1997, as filed by the  Registrant  with
the  Commission on March 28, 1997,  there being no annual reports filed pursuant
to  Sections  13(a) or 15(d) of the  Exchange  Act by the  Registrant,  and such
Prospectus being the final form of Prospectus.

     (b) 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.

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 will contain 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 intends to enter 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 will also obtain  officers' and  directors'  liability  insurance in
amounts that it believes are reasonable under the circumstances.


                                      II-1

<PAGE>


     Article 25 of the Articles of Association  of the  Registrant  also provide
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   Management   Defined  Contribution   Stock
          Incentive Plan  (incorporated  herein by  reference to Exhibit 10.5 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)

  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-1 (File No.  333-18065),  filed with
          the  Commission on March 20, 1997)


   5      Opinion of Loeff Claeys Verbeke, Counsel to Registrant

23.1      Consent of Arthur Andersen LLP, Independent Public Accountants

23.2      Consent of Arthur Andersen LLP, Independent Public Accountants

23.3      Consent  of  Loeff  Claeys  Verbeke  (included  in  opinion  filed  as
          Exhibit 5)

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


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


                                      II-2

<PAGE>

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;
provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this 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.






                                      II-3

<PAGE>

                                   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  Plainfield,  State of  Illinois  on this 2nd day of
April, 1997.

                                       CHICAGO BRIDGE & IRON COMPANY N.V.


                                       By:/s/ TIMOTHY J. WIGGINS               
                                          --------------------------------
                                          Timothy J. Wiggins
                                          Vice President, Treasurer and
                                          Chief Financial Officer -
                                          Chicago Bridge and Iron Company


                                       By:/s/ STEPHEN M. DUFFY                
                                          -------------------------------------
                                          Stephen M. Duffy
                                          Vice President of Human Resources and
                                          Administration
                                          Chicago Bridge and Iron Company




                                POWER OF ATTORNEY

     Each person whose signature  appears below appoints  Timothy J. Wiggins and
Stephen  M.  Duffy,  their  attorneys-in-fact  and  agents,  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.

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


/s/ GERALD M. GLENN                       Supervisory Director    April 2, 1997
-------------------------------------
   Gerald M. Glenn
 

                                          Supervisory Director    April 2, 1997
-------------------------------------
   J. Dennis Bonney
 

/s/ GARY L. NEALE                         Supervisory Director    April 2, 1997
-------------------------------------
   Gary L. Neale
 




                                      II-4


<PAGE>

/s/ VINCENT L. KONTNY                     Supervisory Director    April 2, 1997
-------------------------------------
   Vincent L. Kontny
 

/s/ J. CHARLES JENNETT                    Supervisory Director   April 2, 1997
-------------------------------------
   J. Charles Jennett
 

/s/ MARSHA WILLIAMS                       Supervisory Director   April 2, 1997
-------------------------------------
   Marsha Williams
 

/s/ JERRY H. BALLENGEE                    Supervisory Director   April 2, 1997
-------------------------------------
   Jerry H. Ballengee
 

                                          Supervisory Director   April 2, 1997
-------------------------------------
   L. Donald Simpson
 

Registrant's Agent for
Service in the United States


-------------------------------
/s/ ROBERT H. WOLFE, ESQ.                                        April 2, 1997
   Robert H. Wolfe, Esq.





                                      II-5


<PAGE>

                                  EXHIBIT INDEX
                                  -------------


                                                                    Sequential
Exhibit                                                             Page
Number                    Description                               Number    
-------                   -----------                               -----------


4.1      Chicago Bridge & Iron Management Defined                   Incorporated
         Contribution Stock Incentive Plan (incorporated herein     by reference
         by reference to Exhibit 10.5 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

4.2      Specimen Stock Certificate, defining the rights of         Incorporated
         holders of the capital stock of the Registrant             by 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


5        Opinion of Loeff Claeys Verbeke, Counsel to Registrant

23.1     Consent of Arthur Andersen, LLP, Independent Public
         Accountants

23.2     Consent of Arthur Andersen LLP, Independent Public
         Accountants

23.3     Consent of Loeff Claeys Verbeke (included in opinion
         filed as Exhibit 5)

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



                                      II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20427}]
{"company-data": {"conformed-name": "CHICAGO BRIDGE & IRON CO N V", "cik": "0001027884", "assigned-sic": "1700", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24443", "film-number": "97573866"}, "business-address": {"street1": "P O BOX 74658", "city": "1070 BR AMSTERDAM", "state": "P8", "zip": "00000"}, "mail-address": {"street1": "1501 NORTH DIVISION STREET", "city": "PLAINFIELD", "state": "IL", "zip": "60544"}}
As filed with the Securities and Exchange Commission on April 2, 1997
 
                                                  Registration No. 333-

================================================================================
                    
                       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.)

                                 P.O. Box 74658
                                1070 BR Amsterdam
                                 The Netherlands
                                 31-020-664-4461
             (Address of Registrant's Principal Executive Offices,
          Including Zip Code and telephone number, including area code)

                        CHICAGO BRIDGE & IRON MANAGEMENT
                    DEFINED CONTRIBUTION STOCK 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)

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

                                    Copy to:

                               ALAN J. LASKA, ESQ.
                            KELLEY DRYE & WARREN LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800

     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

================================================================================
                                     Proposed     Proposed     
Title of                             Maximum      Maximum
Securities            Amount         Offering     Aggregate
to be                 to be          Price Per    Offering         Amount of
Registered            Registered     Share(1)     Price(1)      Registration Fee

--------------------------------------------------------------------------------
Common Shares,
par value NLG 0.01    925,670         $18.00     $16,662,060        $5,746
per share             shares 
================================================================================

(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.
Explanatory Note

     The  purpose  of this  Registration  Statement  on Form S-8 is to  register
925,670 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 for contribution to the Chicago Bridge & Iron Management  Defined
Contribution  Stock  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)(1)  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) The Prospectus  dated March 26, 1997, as filed by the  Registrant  with
the  Commission on March 28, 1997,  there being no annual reports filed pursuant
to  Sections  13(a) or 15(d) of the  Exchange  Act by the  Registrant,  and such
Prospectus being the final form of Prospectus.

     (b) 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.

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 will contain 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 intends to enter 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 will also obtain  officers' and  directors'  liability  insurance in
amounts that it believes are reasonable under the circumstances.

                                      II-1
Article 25 of the Articles of Association  of the  Registrant  also provide
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   Management   Defined  Contribution   Stock
          Incentive Plan  (incorporated  herein by  reference to Exhibit 10.5 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)

  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-1 (File No.  333-18065),  filed with
          the  Commission on March 20, 1997)

   5      Opinion of Loeff Claeys Verbeke, Counsel to Registrant

23.1      Consent of Arthur Andersen LLP, Independent Public Accountants

23.2      Consent of Arthur Andersen LLP, Independent Public Accountants

23.3      Consent  of  Loeff  Claeys  Verbeke  (included  in  opinion  filed  as
          Exhibit 5)

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

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

                                      II-2
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;
provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this 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.

                                      II-3
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  Plainfield,  State of  Illinois  on this 2nd day of
April, 1997.

                                       CHICAGO BRIDGE & IRON COMPANY N.V.

                                       By:/s/ TIMOTHY J. WIGGINS               
                                          --------------------------------
                                          Timothy J. Wiggins
                                          Vice President, Treasurer and
                                          Chief Financial Officer -
                                          Chicago Bridge and Iron Company

                                       By:/s/ STEPHEN M. DUFFY                
                                          -------------------------------------
                                          Stephen M. Duffy
                                          Vice President of Human Resources and
                                          Administration
                                          Chicago Bridge and Iron Company

                                POWER OF ATTORNEY

     Each person whose signature  appears below appoints  Timothy J. Wiggins and
Stephen  M.  Duffy,  their  attorneys-in-fact  and  agents,  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.

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

/s/ GERALD M. GLENN                       Supervisory Director    April 2, 1997
-------------------------------------
   Gerald M. Glenn
 

                                          Supervisory Director    April 2, 1997
-------------------------------------
   J. Dennis Bonney
 

/s/ GARY L. NEALE                         Supervisory Director    April 2, 1997
-------------------------------------
   Gary L. Neale
 

                                      II-4
/s/ VINCENT L. KONTNY                     Supervisory Director    April 2, 1997
-------------------------------------
   Vincent L. Kontny
 

/s/ J. CHARLES JENNETT                    Supervisory Director   April 2, 1997
-------------------------------------
   J. Charles Jennett
 

/s/ MARSHA WILLIAMS                       Supervisory Director   April 2, 1997
-------------------------------------
   Marsha Williams
 

/s/ JERRY H. BALLENGEE                    Supervisory Director   April 2, 1997
-------------------------------------
   Jerry H. Ballengee
 

                                          Supervisory Director   April 2, 1997
-------------------------------------
   L. Donald Simpson
 

Registrant's Agent for
Service in the United States

-------------------------------
/s/ ROBERT H. WOLFE, ESQ.                                        April 2, 1997
   Robert H. Wolfe, Esq.

                                      II-5
EXHIBIT INDEX
                                  -------------

                                                                    Sequential
Exhibit                                                             Page
Number                    Description                               Number    
-------                   -----------                               -----------

4.1      Chicago Bridge & Iron Management Defined                   Incorporated
         Contribution Stock Incentive Plan (incorporated herein     by reference
         by reference to Exhibit 10.5 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

4.2      Specimen Stock Certificate, defining the rights of         Incorporated
         holders of the capital stock of the Registrant             by 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

5        Opinion of Loeff Claeys Verbeke, Counsel to Registrant

23.1     Consent of Arthur Andersen, LLP, Independent Public
         Accountants

23.2     Consent of Arthur Andersen LLP, Independent Public
         Accountants

23.3     Consent of Loeff Claeys Verbeke (included in opinion
         filed as Exhibit 5)

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

                                      II-6