As filed with the Securities and Exchange Commission on 30, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 20-F/A

(Mark One)

o Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

o Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this Shell Company Report

For the transition period from N/A to N/A

Commission file number: 0-30962

Crucell N.V.

(Exact name of Registrant as Specified in its Charter)

Crucell N.V.

(Translation of Registrant’s Name into English)

The Netherlands

(Jurisdiction of Incorporation or Organization)

Archimedesweg 4, 2333 CN Leiden, The Netherlands

(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities for which there is a reporting obligation pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares, par value 41,440,613

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 x Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or l5(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

PART III

Item 19. Exhibits

Exhibit Number		Description
	1.1	Deed of Incorporation of the Company*
	1.2	Amended Articles of Association
	4.1	Summary and Lease Agreement dated November 18, 1998, between IntroGene B.V. and Amboz B.V.**
	4.2	Summary and Lease Agreement dated November 27, 1997, between IntroGene B.V. and CAM Implants B.V.**
	4.3	Lease Agreement dated July 1, 2002 between Crucell Holland B.V. and Oppenheim Property Services B.V. (English translation)***
	4.4	Collaboration Agreement dated December 18, 2002 by and between Crucell N.V. and Crucell Holland B.V., and DSM Biologics Holding, Inc., DSM Biologics Company, Inc., and DSM Biologics Company, B.V. (English translation)***†
	4.5	Employment contract between Crucell Holland B.V. and R.H.P. Brus—Under revision for Dutch Corporate Governance compliance—filing will follow
	4.6	Employment contract between Crucell Holland B.V. and Prof. Dr. J. Goudsmit—Under revision for Dutch Corporate Governance compliance—filing will follow
	4.7	Employment contract between Crucell Holland B.V. and L. Kruimer—Under revision for Dutch Corporate Governance compliance—filing will follow
	4.8	Collaboration and License Agreement dated December 31, 2003 by and between Crucell Holland B.V. and Aventis Pasteur S.A. (now sanofi pasteur)†****
	4.9	Transaction Agreement dated December 1, 2005 by and between Crucell N.V. and Berna Biotech AG
	4.10	Supply Agreement dated November 12, 2001 and the Letter of Amendment to the same Agreement, dated June 24, 2004 between CSL Limited and Berna Biotech Limited
	4.11	Collaboration Agreement, dated December 1, 2000, between Chiron Behring GmbH & Co. and Rhein Biotech N.V. and Green Cross Vaccine Corporation
	4.12	Turn Key Contract dated August 27, 2005, between Crucell Holland B.V. and Pharmaplan International GmbH
	8.1	List of Subsidiaries of Crucell N.V.
	12.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12.2	Certification of CFO pursuant Section 302 of the Sarbanes-Oxley Act of 2002
	13.1	Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99.1	Crucell Code of Ethics ****

Confidential treatment has been granted with respect to portions of the exhibit indicated by a dagger (†). The omitted portions have been filed separately with the Securities and Exchange Commission.

* As previously filed with the Securities and Exchange Commission on October 24, 2000 by Crucell N.V. in an Exhibit to the Form F-1.

** As previously filed with the Securities and Exchange Commission on June 28, 2001 by Crucell N.V. in an exhibit to the Form 20-F.

*** As previously filed with the Securities and Exchange Commission on April 18, 2003 by Crucell N.V. in an exhibit to the Form 20-F.

**** As previously filed with the Securities and Exchange Commission on February 27, 2004 in an exhibit to the Form 20-F.

***** As previously filed with the Securities and Exchange Commission on April 14, 2005 in an exhibit to the Form 20-F.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Crucell N.V.
By:	RONALD H. P. BRUS	By:	LEONARD KRUIMER
	Ronald H. P. Brus		Leonard Kruimer
	Chief Executive Officer		Chief Financial Officer

Date: June 30, 2006

Title of each class

Name of each exchange on which registered

American Depositary Shares,

Nasdaq National Market

each representing one ordinary share,

par value €0.24