June 27, 2007

Via U.S. Mail and Facsimile

Philip K. Asherman
Chief Executive Officer
Chicago Bridge & Iron Company N.V.
Polarisavenue 31
2132 JH Hoofddorp
The Netherlands

RE:		Chicago Bridge & Iron Company N.V. -
		Form 10-K for the fiscal year ended December 31, 2006
		File No. 1-12815

Dear Mr. Asherman:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2006, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues.  At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


General -

1. We note reports that you have contacts with Iran, including a
2006
media report of a pipeline and storage facilities project in Iran
awarded to CB&I John Brown and an Iranian partner.  In light of
the
fact that Iran has been identified by the U.S. State Department as
a
state sponsor of terrorism, and is subject to U.S. economic
sanctions, please describe for us the extent and nature of your
past,
current, and anticipated contacts with Iran, whether through
subsidiaries or other direct or indirect arrangements.  Discuss
the
materiality to you of such contacts, and whether those contacts
constitute a material investment risk for your security holders.

2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of any
revenues, assets and liabilities associated with Iran.  Please
also
address materiality in terms of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism, and
a
number of other states are considering similar legislation
specifically in regard to Iran.  The Pennsylvania General Assembly
has adopted a resolution that requires its Budget and Finance
Committee to report annually regarding state pension fund assets
invested in companies that do business with certain U.S.-
designated
state sponsors of terrorism.  The Missouri Investment Trust has
established an equity fund for the investment of certain state-
held
monies that screens out stocks of companies that do business with
U.S.-designated state sponsors of terrorism.  Your materiality
analysis should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that
have operations associated with Iran.

3. We note the disclosure on page 6 of your 10-K regarding new
work
awards for the Europe, Africa, Middle East sector and the Asia
Pacific sector.  Please advise us whether you have contacts with
North Korea, Sudan and/or Syria.  If you do, please provide the
same
information regarding your contacts with those countries as
requested
in the foregoing comments regarding your contacts with Iran.

4. Please address for us the applicability to your Iran-related
activities, including any direct or indirect payments to the
Iranian
government, of the Iran Sanction Act of 1996, as modified by the
Iran
Freedom Support Act on September 30, 2006.




 Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Pamela Long
		Terence O`Brien
		Division of Corporation Finance