2

(1)		As discussed in our 2005 Form 10-K and further discussed in Note 1 to our condensed consolidated financial statements, we discovered errors in our second quarter 2005 financial statements which had a material effect on our results of operations for the period. Accordingly, we have restated the quarterly and year-to-date results for the period ended June 30, 2005 as presented above and throughout this Form 10-Q.

3

4

(1)		As discussed in our 2005 Form 10-K and further discussed in Note 1 to our condensed consolidated financial statements, we discovered errors in our second quarter 2005 financial statements which had a material effect on our

5

		results of operations for the period. Accordingly, we have restated the cash flow results for the six month period ended June 30, 2005 as presented above.
		The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

6

7

8

9

10

11

12

13

14

15

(1)		Represents notional U.S. dollar equivalent at inception of the contract, with the exception of forward contracts to sell: 75,359 British Pounds for 105,242 Euros, 2,544 British Pounds for 5,544 Swiss Francs, and 1,805 British Pounds for 344,760 Japanese Yen. These contracts are denominated in British Pounds and equate to approximately $147,429 at June 30, 2006.
(2)		These contracts, for which we do not seek hedge accounting treatment under SFAS No. 133, generally mature within seven days of quarter-end and are marked-to-market through the condensed consolidated income statement, generally offsetting any translation gains/losses on the underlying transactions.
(3)		Contracts, which hedge forecasted transactions and firm commitments, generally mature within two years of quarter-end and were designated as “cash flow hedges” under SFAS No. 133. We exclude from our hedge assessment analysis the time value component of the fair value of our derivative positions. This time value component is recognized as ineffectiveness within cost of revenue in the condensed consolidated statement of income and was a loss totaling approximately $1,076 during the six months ended June 30, 2006. Additionally, certain of these hedges became ineffective during the year as it became probable that their underlying forecasted transactions would not occur within their originally specified periods of time. The gain associated with these instruments’ change in fair value totaled $2,297 and was recognized within cost of revenue in the 2006 condensed consolidated statement of income. The total unrealized fair value gain associated with our hedges for the six months ended June 30, 2006 was $1,221. At June 30, 2006, the total notional amount exceeded the total present value of these contracts by $3,746, net, including the foreign currency exchange gain related to ineffectiveness. Of the total mark-to-market, $3,424 was recorded in other current assets, $361 was recorded in other non-current assets, $6,762 was recorded in accrued liabilities and $769 was recorded in other non-current liabilities on the condensed consolidated balance sheet.

16

17

18

19

20

21

22

23

24

25

26

27

than not that some or all of the deferred tax assets will not be realized. The final realization of the deferred tax asset depends on our ability to generate sufficient taxable income of the appropriate character in the future and in appropriate jurisdictions.

Under the guidance of SFAS No. 5, we provide for income taxes in situations where we have and have not received tax assessments. Taxes are provided in those instances where we consider it probable that additional taxes will be due in excess of amounts reflected in income tax returns filed worldwide. As a matter of standard policy, we continually review our exposure to additional income taxes due and as further information is known, increases or decreases, as appropriate, may be recorded in accordance with SFAS No. 5.

Estimated Reserves for Insurance Matters—We maintain insurance coverage for various aspects of our business and operations. However, we retain a portion of anticipated losses through the use of deductibles and self-insured retentions for our exposures related to third-party liability and workers’ compensation. Management regularly reviews estimates of reported and unreported claims through analysis of historical and projected trends, in conjunction with actuaries and other consultants, and provides for losses through insurance reserves. As claims develop and additional information becomes available, adjustments to loss reserves may be required. If actual results are not consistent with our assumptions, we may be exposed to gains or losses that could be material.

Recoverability of Goodwill and Other Intangibles—Effective January 1, 2002, we adopted SFAS No. 142 “Goodwill and Other Intangible Assets,” (“SFAS No. 142”) which states that goodwill and indefinite-lived intangible assets are no longer to be amortized but are to be reviewed annually for impairment. The goodwill impairment analysis required under SFAS No. 142 requires us to allocate goodwill to our reporting units, compare the fair value of each reporting unit with our carrying amount, including goodwill, and then, if necessary, record a goodwill impairment charge in an amount equal to the excess, if any, of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. The primary method we employ to estimate these fair values is the discounted cash flow method. This methodology is based, to a large extent, on assumptions about future events which may or may not occur as anticipated, and such deviations could have a significant impact on the estimated fair values calculated. These assumptions include, but are not limited to, estimates of future growth rates, discount rates and terminal values of reporting units. Our goodwill balance at June 30, 2006 was $230.0 million. We evaluate our other intangible assets for recovery on at least an annual basis, or if indicators of impairment exist utilizing a discounted cash flow method. At June 30, 2006, our other intangible asset balance was $26.6 million.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. You should read carefully any statements containing the words “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar expressions or the negative of any of these terms.

Forward-looking statements involve known and unknown risks and uncertainties. In addition to the material risks described in “Item 1A. Risk Factors,” as set forth in our Form 10-K for the year ended December 31, 2005 filed with the SEC, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by any forward-looking statements, the following factors could also cause our results to differ from such statements:

	•		our ability to realize cost savings from our expected execution performance of contracts;
	•		the uncertain timing and the funding of new contract awards, and project cancellations and operating risks;
	•		cost overruns on fixed price, target price or similar contracts;
	•		risks associated with percentage-of-completion accounting;
	•		our ability to settle or negotiate unapproved change orders and claims;

	•		changes in the costs or availability of, or delivery schedule for, components, materials, labor or subcontractors;
	•		weather conditions that may affect our performance and timeliness of completion, which could lead to increased costs and adversely affect the costs or availability of, or delivery schedule for, components, materials, labor or subcontractors;
	•		increased competition;
	•		fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which our customers operate;
	•		lower than expected activity in the hydrocarbon industry, demand from which is the largest component of our revenue;
	•		lower than expected growth in our primary end markets, including but not limited to LNG and clean fuels;
	•		risks inherent in our acquisition strategy and our ability to obtain financing for proposed acquisitions;
	•		our ability to integrate and successfully operate acquired businesses and the risks associated with those businesses;
	•		adverse outcomes of pending claims or litigation or the possibility of new claims or litigation, including, but not limited to, pending securities class action litigation, and the potential effect on our business, financial condition and results of operations;
	•		the ultimate outcome or effect of the pending FTC order on our business, financial condition and results of operations;
	•		two previously identified material weaknesses in our internal control over financial reporting that could adversely affect our ability to report our financial condition and results of operations accurately and on a timely basis;
	•		lack of necessary liquidity to finance expenditures prior to the receipt of payment for the performance of contracts and to provide bid and performance bonds and letters of credit securing our obligations under our bids and contracts;
	•		proposed and actual revisions to U.S. and non-U.S. tax laws, and interpretation of said laws, and U.S. tax treaties with non-U.S. countries (including the Netherlands), that seek to increase income taxes payable;
	•		political and economic conditions including, but not limited to, war, conflict or civil or economic unrest in countries in which we operate; and
	•		a downturn or disruption in the economy in general.

Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future performance or results. We are not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should consider these risks when reading any forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in foreign currency exchange rates, which may adversely affect our results of operations and financial condition. One exposure to fluctuating exchange rates relates to the effects of translating the financial statements of our non-U.S. subsidiaries, which are denominated in currencies other than the U.S. dollar, into the U.S. dollar. The foreign currency translation adjustments are recognized in shareholders’ equity in accumulated other comprehensive loss as cumulative translation adjustment, net of any applicable tax. We generally do not hedge our exposure to potential foreign currency translation adjustments.

Another form of foreign currency exposure relates to our non-U.S. subsidiaries’ normal contracting activities. We generally try to limit our exposure to foreign currency fluctuations in most of our engineering, procurement and construction contracts through provisions that require customer payments in U.S. dollars or other currencies corresponding to the currency in which costs are incurred. As a result, we generally do not need to hedge foreign currency cash flows for contract work performed. However, where construction contracts do not contain foreign currency provisions, we generally use forward exchange contracts to hedge foreign currency exposure of forecasted transactions and firm commitments. The gains and losses on these contracts are intended to offset changes in the value of the related exposures. We exclude from our hedge assessment analysis the time value component of the fair value of our derivative positions. This time value component is recognized as ineffectiveness within cost of revenue in the condensed consolidated statement of income. Additionally, certain of these hedges became ineffective during the year as it became probable that their underlying forecasted transaction would not occur within their originally specified periods of time. The gain associated with these instruments’ change in fair value totaled $2.3 million and has been recognized within cost of revenue in the 2006 condensed consolidated statement of income. The total unrealized fair value gain associated with our hedges for the six months ended June 30, 2006 was $1.2 million. As of June 30, 2006, the notional amount of cash flow hedge contracts outstanding was $210.8 million, and the total notional amount exceeded the total present value of these contracts by approximately $3.7 million. The terms of these contracts extend up to two years.

In circumstances where intercompany loans and/or borrowings are in place with non-U.S. subsidiaries, we will also use forward contracts which generally offset any translation gains/losses of the underlying transactions. If the timing or amount of foreign-denominated cash flows vary, we incur foreign exchange gains or losses, which are included within cost of revenue in the condensed consolidated statements of income. We do not use financial instruments for trading or speculative purposes.

The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and notes payable approximates their fair values because of the short-term nature of these instruments. See Note 5 to our condensed consolidated financial statements for quantification of our financial instruments.

Item 4. Controls and Procedures

Disclosure Controls and Procedures— Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are controls and other procedures that are designed to provide reasonable assurance that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Form 10-Q, our management, with the participation of our CEO and our CFO, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2006. In making this evaluation, our management considered the material weaknesses identified in 2005, as discussed below and based on the status of remediation efforts, our CEO and CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2006.

In light of the material weaknesses described below, we delayed filing our third quarter and annual audited 2005 as well as our first quarter 2006 financial statements and performed additional analyses and other procedures to

determine that our condensed consolidated financial statements included in these filings were prepared in accordance with U.S. GAAP. These additional analysis procedures were also performed in preparation of this Form 10-Q. These measures included, among other things, an extensive review of certain of our existing contracts to ensure proper reporting of financial performance. As a result of these and other expanded procedures, we concluded that the condensed consolidated financial statements included in this Form 10-Q have been presented in conformity with U.S. GAAP applicable to interim financial information.

Changes in Internal Controls—Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting for the year ended December 31, 2005. Our evaluation was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or a combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management was not able to conclude that the following two material weaknesses reported in our Form 10-K for the year ended December 31, 2005 had been fully remediated as of June 30, 2006. Accordingly, we were not able to conclude that our internal control over financial reporting was effective as of June 30, 2006.

	1.		Control Environment — An entity level material weakness existed related to the control environment component of internal control over financial reporting. The ineffective control environment related to management communication and actions that, in certain instances, overly emphasized meeting earnings targets resulting in or contributing to the lack of adherence to existing internal control procedures and U.S. GAAP. Additionally, we did not provide adequate support and resources at appropriate levels to prevent and detect lack of compliance with our existing policies and procedures. This material weakness could affect our ability to provide accurate financial information and it specifically resulted in certain adjustments to the draft financial statements for the third quarter of 2005.
	2.		Project Accounting — A material weakness existed related to controls over project accounting. On certain projects, cost estimates were not updated to reflect current information and insufficient measures were taken to independently verify uniform and reliable cost estimates by certain field locations, and on some contracts revenues were initially recorded on change orders/claims without proper support or verification. Additionally, insufficient measures were taken to determine that when one Company subsidiary subcontracts a portion of a customer contract to another subsidiary that the profit margin on the subcontract was consistent with the profit margin on the overall contract with the customer and intercompany profit was eliminated as required by U.S. GAAP. This material weakness could affect project related accounts, and it specifically resulted in adjustments to revenue and cost of sales on certain contracts in connection with our restatement of previously

reported financial statements for the second quarter of 2005 and in connection with our preparation of draft financial statements for the third quarter of 2005.

Included in our system of internal control are written policies, an organizational structure providing division of responsibilities, the selection and training of qualified personnel and a program of financial and operations reviews by our professional staff of corporate auditors. There were no changes in our internal controls over financial reporting that occurred during the three-month period ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, during the three month period ended June 30, 2006, and continuing through the date of this filing, we evaluated and where necessary adjusted, and in some instances, implemented, compensating internal controls and will continue to monitor and where required remediate controls in an ongoing process to strengthen and improve our internal control over financial reporting as well as the level of assurance regarding the accuracy of our financial information. We are progressing in the implementation of the following steps to enhance reasonable assurance of achieving our desired control objectives:

Control Environment

	•		Separate the functions of procurement and project controls from operations in a new organizational structure with an independent reporting line.
	•		Reiterate the necessity to provide continuing education of risks and responsibilities required of a public company for executive and business unit management.
	•		Increase the visibility, role and involvement of the compliance program and related processes.
	•		Emphasize compliance with applicable policies and internal controls through management training and accountability at all levels.
	•		Install new upper and mid-level managers with demonstrated commitment to encouraging independent and thorough analysis of project cost and claim estimation.
	•		Separate the positions of CEO and Chairman of the Supervisory Board.

Project Accounting

	•		Assign responsibility to a project controls function to proactively document, expedite and communicate the activities and outcomes of the project change management process.
	•		Assign responsibility to a project controls function to proactively review, analyze and forecast project costs independently from operations.
	•		Enhance operational and financial review process, at the business unit level, for all projects worldwide.
	•		Reiterate to all financial controllers the requirements of Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” (“SOP 81-1”).
	•		Emphasize need to monitor compliance with policies and internal controls through internal audit and financial compliance function, periodic reviews and audits.
	•		Develop company or corporate level controls to monitor significant projects on a periodic basis.

Management recognizes that many of the enhancements require continual monitoring and evaluation for effectiveness, which will depend on maintaining a strong internal audit and financial compliance function. The development of these actions has been an evolving and iterative process and will continue as we evaluate our internal controls over financial reporting.

Management reviews progress on these activities on a consistent and ongoing basis at the CEO and CFO level, across the senior management team and in conjunction with our Audit Committee and Supervisory Board. We also have taken additional steps to elevate Company awareness and develop communications of these important issues through formal channels such as Company meetings, departmental meetings and training.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We have been and may from time to time be named as a defendant in legal actions claiming damages in connection with engineering and construction projects and other matters. These are typically claims that arise in the normal course of business, including employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with services performed relating to project or construction sites. Contractual disputes normally involve claims relating to the timely completion of projects, performance of equipment, design or other engineering services or project construction services provided by our subsidiaries. Management does not currently believe that pending contractual, personal injury or property damage claims will have a material adverse effect on our earnings or liquidity.

Antitrust Proceedings—In October 2001, the U.S. Federal Trade Commission (the “FTC” or the “Commission”) filed an administrative complaint (the “Complaint”) challenging our February 2001 acquisition of certain assets of the Engineered Construction Division of Pitt-Des Moines, Inc. (“PDM”) that we acquired together with certain assets of the Water Division of PDM (The Engineered Construction and Water Divisions of PDM are hereafter sometimes referred to as the “PDM Divisions”). The Complaint alleged that the acquisition violated Federal antitrust laws by threatening to substantially lessen competition in four specific business lines in the United States: liquefied nitrogen, liquefied oxygen and liquefied argon (LIN/LOX/LAR) storage tanks; liquefied petroleum gas (LPG) storage tanks; liquefied natural gas (LNG) storage tanks and associated facilities; and field erected thermal vacuum chambers (used for the testing of satellites) (the “Relevant Products”).

On June 12, 2003, an FTC Administrative Law Judge ruled that our acquisition of PDM assets threatened to substantially lessen competition in the four business lines identified above and ordered us to divest within 180 days of a final order all physical assets, intellectual property and any uncompleted construction contracts of the PDM Divisions that we acquired from PDM to a purchaser approved by the FTC that is able to utilize those assets as a viable competitor.

We appealed the ruling to the full Federal Trade Commission. In addition, the FTC Staff appealed the sufficiency of the remedies contained in the ruling to the full Federal Trade Commission. On January 6, 2005, the Commission issued its Opinion and Final Order. According to the FTC’s Opinion, we would be required to divide our industrial division, including employees, into two separate operating divisions, CB&I and New PDM, and to divest New PDM to a purchaser approved by the FTC within 180 days of the Order becoming final. By order dated August 30, 2005, the FTC issued its final ruling substantially denying our petition to reconsider and upholding the Final Order as modified.

We believe that the FTC’s Order and Opinion are inconsistent with the law and the facts presented at trial, in the appeal to the Commission, as well as new evidence following the close of the record. We have filed a petition for review of the FTC Order and Opinion with the United States Court of Appeals for the Fifth Circuit. We are not required to divest any assets until we have exhausted all appeal processes available to us, including the United States Supreme Court. Because (i) the remedies described in the Order and Opinion are neither consistent nor clear, (ii) the needs and requirements of any purchaser of divested assets could impact the amount and type of possible additional assets, if any, to be conveyed to the purchaser to constitute it as a viable competitor in the Relevant Products beyond those contained in the PDM Divisions, and (iii) the demand for the Relevant Products is constantly changing, we have not been able to definitely quantify the potential effect on our financial statements. The divested entity could include, among other things, certain fabrication facilities, equipment contracts and employees of CB&I. The remedies contained in the Order, depending on how and to the extent they are ultimately implemented to establish a viable competitor in the Relevant Products, could have an adverse effect on us, including the possibility of a potential write-down of the net book value of divested assets, a loss of revenue relating to divested contracts and costs associated with a divestiture.

Securities Class Action—A class action shareholder lawsuit was filed on February 17, 2006 against us, Gerald M. Glenn, Robert B. Jordan, and Richard E. Goodrich in the United States District Court for the Southern District of New York entitled Welmon v. Chicago Bridge & Iron Co. NV, et al. (No. 06 CV 1283). The complaint was filed on behalf of a purported class consisting of all those who purchased or otherwise acquired our securities from March 9, 2005 through February 3, 2006 and were damaged thereby.

The action asserts claims under the U.S. securities laws and alleges, among other things, that we materially overstated our financial results during the class period by misapplying percentage-of-completion accounting and did not follow our publicly stated revenue recognition policies.

Since the initial lawsuit, other suits containing substantially similar allegations and with similar, but not exactly the same, class periods were filed.

On July 5, 2006, a single Consolidated Amended Complaint was filed in the Welmon action in the Southern District of New York consolidating all previously filed actions. We and the individual defendants plan to file a motion to dismiss the Complaint, which is currently scheduled to be heard by the Court in October 2006 after briefing is completed. Although we believe that we have meritorious defenses to the claims made in the above action and intend to contest it vigorously, an adverse resolution of the action could have a material adverse effect on our financial position and results of operations in the period in which the lawsuit is resolved.

Asbestos Litigation—We are a defendant in lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products. As of June 30, 2006, we have been named a defendant in lawsuits alleging exposure to asbestos involving approximately 2,972 plaintiffs, and of those claims, approximately 387 claims were pending and 2,585 have been closed through dismissals or settlements. As of June 30, 2006, the claims alleging exposure to asbestos that have been resolved have been dismissed or settled for an average settlement amount per claim of approximately one thousand dollars. With respect to unasserted asbestos claims, we cannot identify a population of potential claimants with sufficient certainty to determine the probability of a loss and to make a reasonable estimate of liability, if any. We review each case on its own merits and make accruals based on the probability of loss and our ability to estimate the amount of liability and related expenses, if any. We do not currently believe that any unresolved asserted claims will have a material adverse effect on our future results of operations or financial position and at June 30, 2006 we had accrued $0.9 million for liability and related expenses. We are unable to quantify estimated recoveries for recognized and unrecognized contingent losses, if any, that may be expected to be recoverable through insurance, indemnification arrangements or other sources because of the variability in the coverage amounts, deductibles, limitations and viability of carriers with respect to our insurance policies for the years in question.

Other—We were served with subpoenas for documents on August 15, 2005 and January 24, 2006 by the Securities and Exchange Commission in connection with its investigation titled “In the Matter of Halliburton Company, File No. HO-9968,” relating to an LNG construction project on Bonny Island, Nigeria, where we served as one of several subcontractors to a Halliburton affiliate. We are cooperating fully with such investigation.

Environmental Matters—Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as laws of other nations, that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such substances or wastes.

In connection with the historical operation of our facilities, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties to whom we have sold facilities for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred. We are not aware of any manifestation by a potential claimant of its awareness of a possible claim or assessment with respect to any such facility.

We believe that we are currently in compliance, in all material respects, with all environmental laws and regulations. We do not anticipate that we will incur material capital expenditures for environmental controls or for investigation or remediation of environmental conditions during the remainder of 2006 or 2007.

Item 1A. Risk Factors

     No changes from our Form 10-K filed on May 31, 2006, except that the description of the securities class action litigation set forth in the first risk factor in our Form 10-K is hereby superseded and updated by the description of such litigation set forth above in this quarterly report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

		Issuer Purchases of Equity Securities(3)

c) Total Number of

d) Maximum Number of

Shares Purchased as

Shares that May Yet Be

a) Total Number of Shares

b) Average Price Paid

Part of Publicly

Purchased Under the

Period (1)

Purchased

per Share

Announced Plan

Plan (2)

June 2006

360,700

$

23.4431

552,200

9,147,800

(6/1/06-6/27/06)

Total

360,700

$

23.4431

552,200

9,147,800

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

The Annual General Meeting of Shareholders of Chicago Bridge & Iron Company N.V. was held on July 28, 2006. The following matters were voted upon and adopted at the meeting:

(i)

Reappointment of L. Richard Flury and Vincent L. Kontny and appointment of Philip K. Asherman as members of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2009 and until their successors have been duly appointed.

		First Nominee		Second Nominee
First Position		L. Richard Flury		David P. Bordages
For		50,842,565		6,073,896

		First Nominee		Second Nominee
Second Position		Vincent L. Kontny		Samuel C. Leventry
For		52,003,702		3,572,289

		First Nominee		Second Nominee
Third Position		Philip K. Asherman		Luciano Reyes
For		53,454,677		3,480,044

(ii)

Appointment of Chicago Bridge & Iron Company B.V. as a member of the Management Board to serve until the Annual General Meeting of Shareholders in 2010 and until its successor has been duly appointed.

		First Nominee		Second Nominee
		Chicago Bridge & Iron		Lealand Finance
First Position		Company B.V.		Company B.V.
For		22,864,784		4,229,899

(iii)

The authorization to prepare the annual accounts and the annual report in the English language and to adopt the Dutch Statutory Annual Accounts of the Company for the fiscal year ended December 31, 2005.

For			53,906,401
Against			34,262
Abstain			1,510,593

(iv)

The discharge of members of the Management Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2005.

For			48,153,224
Against			4,983,964
Abstain			2,314,068

(v)

The discharge of members of the Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2005.

For			48,130,195
Against			5,012,273
Abstain			2,308,788

(vi)

The approval of the distribution from profits for the year ended December 31, 2005 in the amount of US $0.12 per share previously paid as interim dividends.

For			54,233,906
Against			25,640
Abstain			1,191,710

(vii)

The approval of the compensation of the non-executive chairman of the Supervisory Board to include an increase in the annual retainer from $30,000 to $90,000.

For			52,099,261
Against			2,994,054
Abstain			357,941

(viii)

The approval to extend the authority of the Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of the issued share capital of the Company until January 28, 2008 on the open market, through privately negotiated transactions or in one or more self tender offers for a price per share not less than the nominal value of a share and not higher than 110% of the most recently available (as of the time of repurchase) price of a share on any securities exchange where the Company’s shares are traded.

For			55,056,013
Against			74,634
Abstain			320,509

(ix)

The approval to extend the authority of the Supervisory Board to issue and/or grant rights (including options to subscribe) on shares of the Company and to limit and exclude pre-emption rights until July 28, 2011.

For			51,363,891
Against			3,755,608
Abstain			331,757

(x)

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

For			55,149,622
Against			265,622
Abstain			36,012

Item 5. Other Information

     None.

Item 6. Exhibits

     (a) Exhibits

10.1(2)

Chicago Bridge & Iron Savings Plan as amended and restated as of January 1, 1997 and including the First, Second, Third, Fourth, Fifth, Sixth and Seventh Amendments

(a)(1)

Eighth Amendment to the Chicago Bridge & Iron Savings Plan

	31.1(1)		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2(1)		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1(1)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2(1)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

		Chicago Bridge & Iron Company N.V.
		By: Chicago Bridge & Iron Company B.V.
		Its: Managing Director
		/s/ RONALD A. BALLSCHMIEDE
		Ronald A. Ballschmiede
		Managing Director
		(Principal Financial Officer)

Date: August 9, 2006

INDEX TO EXHIBITS

10.1(2)

Chicago Bridge & Iron Savings Plan as amended and restated as of January 1, 1997 and including the First, Second, Third, Fourth, Fifth, Sixth and Seventh Amendments

(a)(1)

Eighth Amendment to the Chicago Bridge & Iron Savings Plan

	31.1(1)		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2(1)		Certification Pursuant to Rule 13A-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1(1)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2(1)		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.