CHICAGO BRIDGE & IRON CO N V, S-1, 1996-12-17

CHICAGO BRIDGE & IRON CO N V
S-1, 1996-12-17

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As filed with the Securities and Exchange Commission on December 17, 1996
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM S-1
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 1798 None

(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)

P.O. Box 74658
1070 BR Amsterdam
The Netherlands
31-020-664-4461

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Robert H. Wolfe, Esq.
Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
(815) 439-6000

(Address, including zip code, and telephone number, including area code,
of registrant's agent for service)
____________________

Copies to:

Geoffrey E. Liebmann, Esq.
Cahill Gordon & Reindel
Eighty Pine Street
New York, New York 10005
(212) 701-3000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration
statement.

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. /_/

<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. /_/

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/

CALCULATION OF REGISTRATION FEE
===============================================================================

: Proposed :
: maximum :
Title of each class of : aggregate : Amount of
securities to be registered : offering price(1) : registration fee
===============================================================================
: :
Common Shares, par value : $150,000,000 : $45,455
NLG .01 per share : :
===============================================================================

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended.
____________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 17, 1996

PROSPECTUS
Common Shares
CHICAGO BRIDGE & IRON COMPANY N.V.

All of the Common Shares (the "Common Shares") of Chicago Bridge
& Iron Company N.V. (the "Issuer") offered hereby are being sold by Chi
Bridge Holdings, Inc. (the "Selling Shareholder"), a subsidiary of Praxair,
Inc. The Issuer will not receive any of the proceeds from the sale of
shares offered hereby. Prior to the offering of the shares offered hereby
(the "Offering"), the Issuer was an indirect subsidiary of Praxair, Inc.
Upon consummation of the Offering, the Issuer will no longer be a subsidiary
of Praxair, Inc. and Praxair, Inc. and its subsidiaries (collectively,
"Praxair"), will continue to own approximately % of the outstanding Common
Shares.

Prior to the Offering, there has been no public market for the
Common Shares. It is currently estimated that the initial public offering
price will be between $ and $ per share. See "Underwriting"
for information relating to the factors considered in determining the ini-
tial public offering price of the Common Shares.

The Issuer intends to apply to list the Common Shares on the New
York Stock Exchange under the symbol "CBI".

See "Risk Factors" beginning on page 12 for a discussion of cer-
tain factors that should be considered by prospective investors.
________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

===============================================================================
Price to Underwriting Proceeds to Selling
the Public Discount(1) Shareholder(2)
- -------------------------------------------------------------------------------
Per Share .......... $ $ $
Total(3)............ $ $ $
===============================================================================

(1) The Issuer and the Selling Shareholder have agreed to indemnify the
underwriters (the "Underwriters") against certain liabilities, includ-
ing liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) Before deducting expenses payable by the Issuer estimated at $ .

<PAGE>
(3) The Selling Shareholder has granted the Underwriters an option, exer-
cisable within days after the date of this Prospectus, to purchase
up to additional Common Shares solely to cover over-allotments, if
any. If such option is exercised in full, the total Price to the Pub-
lic, Underwriting Discount and Proceeds to Selling Shareholder will be
$ , $ , and $ , respectively. See "Underwriting".

The Common Shares are being offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them sub-
ject to approval of certain legal matters by counsel for the Underwriters
and certain other conditions. The Underwriters reserve the right to with-
draw, cancel or modify such offer and to reject orders in whole or in part.
It is expected that delivery of the Common Shares will be made in New York,
New York on or about , 1997.

[Lead Underwriters]

The date of this Prospectus is , 1997.

<PAGE>
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.

<PAGE>

[photos to come]

________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAIN-
TAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT LEV-
ELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MAR-
KET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

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<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety
by, and should be read in conjunction with, the more detailed
information and financial statements and notes thereto appear-
ing elsewhere in this Prospectus. Unless the context otherwise
requires, all references to the "Issuer" herein refer to Chi-
cago Bridge & Iron Company N.V., a corporation organized under
the laws of The Netherlands, all references to the "Company" or
"CB&I" herein refer to the Issuer, together with its predeces-
sors and subsidiaries, in each case after giving effect to the
Reorganization (as defined below), all references to "Praxair"
herein refer to Praxair, Inc. and its subsidiaries and all ref-
erences to the "Selling Shareholder" herein refer to Chi Bridge
Holdings, Inc. In this Prospectus, references to "guilders"
and "NLG" are to Dutch guilders, and references to "dollars,"
"U.S. $" and "$" are to United States dollars. Unless other-
wise indicated, all data in this Prospectus assumes no exercise
of the Underwriter's over-allotment option.

The Company

The Company believes it is the leading provider of
field erected steel tanks and other steel plate structures,
associated systems and related services in North America and one of
the leading providers of these specialized products and services in
the world. CB&I is a global engineering and construction company
specializing in the engineering and design, procurement, fabrication,
erection, repair and modification of steel tanks and other steel
plate structures and associated systems such as petroleum ter-
minals, critical refinery field erected pressure vessels, low
temperature and cryogenic storage facilities, elevated water
storage tanks and other specialty products and services. The
Company has developed a positive reputation as a provider of
these products and services to its customers around the world.
It has completed projects in numerous countries and, through a
network of worldwide subsidiaries, has a global infrastructure
to compete for projects and service customers around the world.

The Company's core competencies include its techno-
logical expertise (including design engineering and welding and
metallurgy), project management, global field erection, global
procurement relationships, and safety performance. The Company
is focused on the use of technology in the global marketplace
to maintain its position in the field erected steel plate
structures and related services industry.

CB&I had revenues of $483.5 million and income from
operations of $21.1 million in the first nine months of 1996.
Its backlog of new projects was $456.6 million on September 30,

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<PAGE>
1996. Approximately 57% of the Company's new business taken in the first
nine months of 1996 and 45% in the aggregate over the three year period
through 1995 has come from customers which operate in petroleum and
petrochemical applications. Other end users to which CB&I sells products
and provides services include the chemical, electrical and gas utility,
pulp and paper and metals and mining industries, as well as governmental
entities.

Recent Developments

The Company believes that its recent results reflect a
significant turnaround. The Company has undergone many changes during
1996. A new management team was appointed and quickly focused the Company
on (i) accelerating its ongoing restructuring program (the "Restructuring
Program"), (ii) aligning its compensation policies with financial perfor-
mance, and (iii) focusing on its competitive advantage and leading position
in the field erected steel tank and other steel plate structures and related
services industry.

Restructuring Program. The Company's Restructuring Program was
begun in 1994 and was accelerated and refocused during 1996 through the
appointment of the new management team. The Restructuring Program, which
is aimed at significantly reducing the Company's fixed costs from the
levels incurred in 1995 and 1994, has resulted in significant cost savings
and is expected to be completed in 1997. A central theme of the
Restructuring Program is to apply the Company's core competencies across
all of the Company's operations and to operate as a single global business.
In the past, the Company had operated as six separate, decentralized and
relatively self-contained business units. The Company believes that such a
realignment will result in lower costs and increased opportunities for
growth. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Overview -- Restructuring Program."

Compensation Programs. New management is redesigning the
Company's compensation programs. The Company will seek to motivate its
executive officers and other management employees through plans which seek
to align executive compensation with long-term improvements in shareholder
value. See "Management -- Compensation and Benefits -- Executive
Compensation -- Long-Term Compensation."

Competitive Advantage. CB&I believes it has a high level of
technical sophistication in an industry in which many other companies have
only construction experience. The Company draws competitive advantage and
differentiates itself from

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<PAGE>
competitors by combining its technical expertise in design, analysis,
research, metallurgy and welding with its ability to mobilize highly
trained and motivated work groups around the world to execute full-service
on-site contracting jobs.

Business Strategy

The Company is committed to increasing shareholder value by
seeking to continue the success established in the first nine months of
1996 and growing its business in the global marketplace through a
combination of strategic initiatives:

Low Cost Provider. The Company seeks to continuously reduce
the cost of its products and services in order to establish a position as a
low cost provider in its markets. This requires that all internal
operations of the Company be focused on continual productivity
improvements.

Leverage the Global Organization. The Company's six separate
worldwide business units are being reorganized to operate as a single
business to leverage the Company's existing global organization.

Geographic Expansion. The Company intends to leverage its
significant international experience and expand into new geographic areas
where it believes that its ability to rapidly mobilize project management
and skilled craft personnel virtually anywhere in the world, combined with
global material supply and equipment logistics, provides additional
opportunities.

Capitalize on Core Competencies. The Company seeks to leverage
its core competencies into growth opportunities for more projects.
Moreover, the Company will enhance this position by utilizing its
established customer base and reputation, along with solid name
recognition.

Improved Financial Controls. The Company believes it will
improve the management of project profitability through the implementation
of new systems which support cost estimating, bidding and project
execution.

Alliances. The Company will look to grow through the use of
partnering and strategic alliances and the pursuit of potential
acquisitions, if opportunities arise.

History and Background of the Offering

CB&I was formed in 1889 and has been continually engaged in the
engineering and construction industry. See "The

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<PAGE>
Company." In 1984, CB&I's parent company, CBI Industries, Inc.
("Industries"), diversified and acquired Liquid Carbonic, Inc. In the
first quarter of 1996, Praxair acquired all the outstanding common stock of
Industries in order to acquire the business of Liquid Carbonic, Inc. At
that time Praxair announced its intention to divest the businesses of
Industries that were not strategic to Praxair, including the Company.

Immediately prior to the consummation of the Offering, the
Selling Shareholder and certain of its subsidiaries will consummate a
reorganization (the "Reorganization") in which the Issuer will become the
worldwide holding company for the subsidiaries and operations of the
Company. See "Corporate Reorganization."

Corporate Structure

After the Reorganization, in the United States, Chicago Bridge
& Iron Company ("CBIC"), a Delaware corporation, will be the Company's
primary holding company for its U.S. operating subsidiaries, and Chicago
Bridge & Iron Company B.V. ("CBICBV"), a corporation organized under the
laws of The Netherlands, will be the Company's primary holding company for
non-United States operations and will serve as the Managing Director of the
Issuer. Upon consummation of the Reorganization, both CBIC and CBICBV will
be wholly-owned direct subsidiaries of the Issuer. The Issuer maintains
its registered office and corporate seat and the principal office of CBICBV
at P.O. Box 74658, 1070 BR Amsterdam, The Netherlands, and its telephone
number at such address is 31-020-664-4461. The executive office of CBIC is
located at 1501 North Division Street, Plainfield, Illinois 60544, and its
telephone number at that address is (815) 439-6000.

The Offering

Common Shares offered by the
Selling Shareholder ...................... Shares

Common Shares to be outstanding
after the Offering(1) .................... Shares

Use of Proceeds........................... The Company will not receive
any of the proceeds from the
sale of shares offered hereby.

Proposed New York Stock
Exchange Symbol......................... CBI

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<PAGE>
__________________________

(1) Does not include Common Shares which are restricted shares
subject to certain repurchase rights of the Company granted by the
Company in connection with the Offering to certain of its employees
and Common Shares issuable upon exercise of options held by
certain of the Company's employees outstanding at the time of the
Offering. See "Management -- Compensation and Benefits -- Executive
Compensation -- Long-Term Compensation" and "Management --
Compensation and Benefits -- Special Stock-Based, Long-Term
Compensation Related to the Offering."

Risk Factors

Prospective purchasers of the Common Shares should consider
carefully all of the information set forth in this Prospectus and, in
particular, should evaluate the specific factors set forth under the
caption "Risk Factors" beginning on page 12 for a discussion of the risks
involved in an investment in the Common Shares.

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<PAGE>
SUMMARY HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL AND OTHER DATA
(dollars in thousands, except for per share data)

The summary historical and pro forma consolidated financial and
other data set forth below should be read in conjunction with, and are
qualified by reference to, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated
Financial Statements of the Company and accompanying notes thereto and
other financial information included elsewhere in this Prospectus.

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<PAGE>

Historical Information (1) Pro Forma(9)
------------------------------------------------------------------- -----------------
Post-
Praxair
Acquisi-
tion
---------
Nine Nine Nine
Months Months Year Months
Ended Ended Ended Ended
Sept- Sept- Dec- Sept-
Year Ended December 31, ember 30, ember 30, ember 31, ember 30,
------------------------------------------------------
1991 1992 1993 1994 1995 1995 1996 1995 1996
-------- -------- -------- -------- -------- ------- ------- -------- --------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues................ $803,339 $799,196 $680,541 $762,803 $621,938 $464,311 $483,531 $621,938 $483,531
Cost of revenue......... 689,431 677,067 630,860 687,906 604,200 436,659 431,606 589,063 425,866
Selling and adminis-
trative expenses...... 44,465 44,006 44,193 45,503 43,023 29,427 30,784 45,240 32,209
Special charge.......... - - 22,900(6) 9,990(7) 5,230(8) - - - -
Income from operations.. 69,443 78,123 (17,412) 19,404 (30,515) (1,775) 21,141 (12,365) 25,456
Interest expense........ 1,262 1,275 298 180 799 835 3,787 4,649 3,787
Net income (loss)....... 49,234 57,330 (9,821) 16,443 (25,606) (2,077) 10,930 (18,721) 13,934
Income (loss) per common
share(2).............. N/A N/A N/A N/A N/A N/A N/A

Balance Sheet Data:
Total assets............ $422,254 $410,492 $408,936 $359,912 $356,125 $354,548 $354,490 N/A N/A
Total debt.............. 5,074 1,000 - - - - 55,000 N/A N/A
Total shareholders'
equity................ 161,229 222,027 217,231 183,101 186,507 207,654 95,842 N/A N/A

</TABLE>

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<PAGE>

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
EBIT(3)................. $ 75,820 $ 82,528 ($14,356) $ 21,056 ($29,324) $ (530) $ 21,722 ($11,174) $26,037
Depreciation and
amortization.......... 11,159 12,821 16,178 15,569 16,077 10,977 11,713 17,157 11,713
EBITDA(3)............... 86,979 95,349 1,822 36,625 (13,247) 10,447 33,435 5,983 37,750
Capital expenditures.... 29,811 44,465 19,232 18,772 14,880 11,945 8,075 14,880 8,075

Other Data:
Number of employees --
Salaried.............. 1,973 1,999 1,824 1,763 1,728 1,697 1,618 N/A N/A
Hourly and craft.......... 5,419 5,227 4,408 4,852 3,483 4,668 3,914 N/A N/A
New business taken(4)... $846,159 $732,415 $782,606 $648,082 $782,878 $547,700 $474,255 $782,878 $474,255
Backlog(5).............. $464,478 $364,326 $449,303 $323,343 $470,174 $393,398 $456,599 $470,174 $456,599
</TABLE>

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(1) Prior to the first quarter of 1996, the Company was a subsidiary of
Industries. During the first quarter of 1996, pursuant to a merger
agreement dated December 22, 1995, Industries became a subsidiary of
Praxair. This merger transaction was reflected in the consolidated
financial statements of the Company as a purchase effective January 1,
1996. The application of purchase accounting resulted in changes to the
historical

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basis of various assets. Accordingly, the information provided for periods
subsequent to December 31, 1995 is not comparable to the information
provided for the earlier periods and dates.

(2) Net income (loss) per common share is not applicable for the historical
results as the Company was not a stand-alone entity.

(3) EBIT is defined as net income (loss) before minority interest plus
interest and income tax expenses. EBITDA is defined as EBIT plus
depreciation and amortization expenses. While EBIT and EBITDA should not
be construed as substitutes for operating income (loss) or better measures
of liquidity than cash flow from operating activities, which are
determined in accordance with United States GAAP, they are included herein
to provide additional information regarding the ability of the Company to
meet its capital expenditures, working capital requirements and any future
debt service. EBIT and EBITDA are not necessarily a measure of the
Company's ability to fund its cash needs, because they do not include
capital expenditures, which the Company expects to continue to be
significant. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

(4) New business taken represents the value of new contracts awarded to the
Company. Contract awards are reported once a commitment is obtained.

(5) Backlog is the value of uncompleted work on customer contracts. The
backlog increases with new contract commitments and is reduced as work is
performed and revenue recognized or upon cancellations and fluctuates with
currency movements.

(6) In 1993, a special charge of $22.9 million was recorded to recognize the
expense of two major legal claims of $15.0 million and a $7.9 million
write-down of excess, non-performing assets.

(7) In 1994, the Company recorded a special charge of $10.0 million to
recognize $17.0 million of expense of a major litigation settlement and
$7.0 million gain on the sale of investments.

(8) In 1995, a special charge of $5.2 million comprised of $3.4 million for
work force reduction and $1.8 million for write-down of an idle
facility.

(9) Pro forma information gives effect to the acquisition of Industries by
Praxair and the Offering as if each had occurred on the first day of the
period indicated. See "Unaudited Pro Forma Consolidated Income
Statements."

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<PAGE>
RISK FACTORS

Prior to making an investment in the Common Shares, prospective
purchasers should consider all of the information set forth in this
Prospectus and, in particular, should evaluate the following risk factors:

Operating Risks

Construction and heavy equipment involve a high degree of
operational risk. Natural disasters, adverse weather conditions and
operator error can cause personal injury or loss of life, severe damage to
and destruction of property, equipment and the environment and suspension
of operations. The occurrence of any such event could result in revenue
and casualty loss, increased costs and significant liability to third
parties. Litigation arising from such an occurrence may result in the
Company being named as a defendant in lawsuits asserting substantial
claims.

Although the Company maintains risk management, insurance and
safety programs intended to mitigate the effects of loss or damage, there
can be no assurance that any such programs will be sufficient or effective
under all circumstances or against all hazards to which the Company may be
subject. An enforceable claim for which the Company is not fully insured
could have a material adverse effect on the Company's business, financial
condition and results of operations. Moreover, no assurance can be given
that the Company will be able to maintain adequate insurance in the future
at rates that it considers reasonable. See "Business -- Legal Proceedings
and Insurance."

Risk Associated with Fixed Price Contracts

A substantial portion of the Company's projects are currently
performed on a fixed price basis, although some projects are performed on a
cost reimbursable or day rate basis or some combination of the foregoing.
The Company attempts to cover increased costs of changes in labor, material
and service costs of its long term contracts (which typically extend from
one to three years) either through an estimation of such changes, which is
reflected in the original price, or through price adjustment clauses.
Despite these attempts, however, the revenue, cost and gross profit
realized on a fixed price contract will often vary from the estimated
amounts because of unforeseen conditions or changes in job conditions and
variations in labor and equipment productivity over the term of the
contract. These variations and the risks generally inherent in
construction may result in gross profits realized by the

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Company being different from those originally estimated and may result in
the Company experiencing reduced profitability or losses on projects.
Depending on the size of a project, these variations from estimated
contract performance could have a material adverse effect on the Company's
business, financial condition and results of operations for any period.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview -- Contracts."

Risk Associated with Percentage of Completion Accounting

The Company's contract revenues are recognized using the
percentage of completion method. Under this method, estimated contract
revenues are accrued based generally on the percentage that costs to date
bear to total estimated costs. Estimated contract losses are recognized in
full when determined. Accordingly, contract revenues and total cost
estimates are reviewed and revised periodically as the work progresses and
as change orders are approved, and adjustments based upon the percentage of
completion are reflected in contract revenues in the period when such
estimates are revised. Such estimates are based on management's reasonable
assumptions and experience, and are only estimates. Variation of actual
results from such assumptions or the Company's historical experience could
be material. To the extent that these adjustments result in a reduction or
an elimination of previously reported contract revenues, the Company would
recognize a charge against current earnings, which could have a material
adverse effect on the Company's business, financial condition and results
of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview -- Revenue Recognition."

Fluctuating Revenues and Cash Flow

The Company is dependent upon major construction projects in
cyclical industries, including the petroleum, petrochemical, chemical, pulp
and paper, electric and gas utility, and water and wastewater industries,
for its revenues and cash flow. The failure to obtain major projects, the
delay in awards of major projects, the cancellation of major projects or
delays in completion of contracts could result in the under-utilization of
the Company's resources which would have an adverse impact on the Company's
business, financial condition, results of operations and cash flows. In
addition, construction projects for which the Company's services are
contracted may require significant expenditures by the Company prior to
receipt of relevant payments by a customer. Such expenditures could have
an adverse impact on the Company's cash flows.

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<PAGE>
Substantial Liquidity Requirements

The Company's operations require significant amounts of working
capital for acquisitions of and improvements to significant amounts of
heavy-duty equipment and for the procurement of materials for contracts to
be performed over relatively long periods of time. In addition, the
Company's contract arrangements with customers frequently require the
Company to provide bid and performance bonds or letters of credit to par-
tially secure the Company's obligations under its bids and/or contracts as
well as requiring significant expenditures prior to receipt of payments.
Furthermore, the Company's customers will often retain a portion (generally
about 10%) of amounts otherwise payable to the Company during the course of
a project as a guarantee of completion of such project. See
"-- Fluctuating Revenues and Cash Flow."

The Company conducts all of its operations through subsidiaries
of the Issuer and joint ventures between such subsidiaries and third
parties. Accordingly, a substantial amount of the Issuer's consolidated
assets are held by, and a substantial part of the Issuer's consolidated
cash flows are attributable to, such subsidiaries and joint ventures. As a
result, the Issuer's liquidity is substantially dependent upon its ability
to obtain a flow of funds from such subsidiaries and joint ventures.
Certain subsidiaries and joint ventures may incur substantial indebtedness
to third parties, the terms of which may restrict the ability of the Issuer
to obtain funds from the applicable subsidiaries and/or joint ventures. In
addition, the arrangements governing certain of the Company's joint
ventures require approval of the other parties to those joint ventures
before distribution can be made to the parties. These restrictions could
constrain the Issuer's liquidity and, as a result, the Issuer's ability to
pay dividends or the Company's ability to secure future financings and
could have a material adverse effect on the Company's business, financial
condition and results of operations.

Risks of International Operations

The Company is a global contractor, with approximately 67% of
its new business taken in the first nine months of 1996 relating to
projects outside the United States. Since the operations of the Company
are carried out internationally, they are subject to certain political,
economic and other uncertainties, including, among others, risks of war,
expropriation or nationalization of assets, renegotiation or nullification
of existing contracts, changing political conditions, changing laws and
policies affecting trade and investment, overlap of different tax
structures, and the general hazards

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associated with the assertion of sovereignty over certain areas in which
operations are conducted. Additionally, various jurisdictions have laws
limiting the right and ability of subsidiaries and joint ventures to pay
dividends and remit earnings to affiliated companies, unless specified
conditions precedent are met.

As the Company's functional currency is the United States
dollar, its non-U.S. operations sometimes face the additional risks of
fluctuating currency values, hard currency shortages and controls on
currency exchange. Through its contracts with its customers, the Company
attempts to limit its exposure to currency fluctuations by attempting to
match anticipated non-U.S. currency contract receipts with anticipated like
non-U.S. currency disbursements. To the extent that it is unable to match
the anticipated non-U.S. currency receipts and disbursements related to its
contracts, the Company generally enters, if the Company believes it is
warranted under the circumstances, into forward exchange contracts to hedge
non-U.S. currency transactions on a continuing basis for periods consistent
with its committed exposures. Because the Company generally does not hedge
beyond its contract exposure, the Company believes this practice minimizes
the impact of non-U.S. exchange rate movements on the Company's results of
operations. There can be no assurance, however, that the attempted
matching of non-U.S. currency receipts with disbursements or hedging
activity will adequately moderate the risk of currency fluctuations which
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Geographic Markets."

Potential Environmental Liability

The Company's operations and properties are affected by
numerous national, federal, state and local environmental protection laws
and regulations, such as those governing discharges to air and water, as
well as the handling and disposal of solid and hazardous wastes. The
requirements of these laws and regulations have tended to become
increasingly stringent, complex and costly to comply with. There can be no
assurance that such laws and regulations or their interpretation will not
change in the future in a manner that could materially and adversely affect
the Company. In addition, the Company may be subject to claims alleging
personal injury or property damage as a result of alleged exposure to toxic
and hazardous substances. Certain environmental laws, such as the
Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA" or "Superfund") in the United States, provide for strict and
joint and several liability for investigation and remediation of spills and
other releases of toxic and hazardous

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<PAGE>
substances. Such laws may apply to conditions at properties currently or
formerly owned or operated by an entity or its predecessors, as well as to
conditions at properties at which wastes or other contamination
attributable to an entity or its predecessors come to be located. The
Company can give no assurance that it, or entities for which it may be
responsible, will not incur such liability in connection with the
investigation and remediation of facilities it currently owns or operates
(or formerly owned or operated) or other locations in a manner that could
materially and adversely affect the Company. See "Business -- Governmental
Regulations -- Environmental" and "Business -- Legal Proceedings and
Insurance."

The Company's business sometimes involves working around and
with volatile, toxic and hazardous substances, which exposes it to risks of
liability for personal injury or property damage caused by any release,
spill, or other accident involving such substances that occurs as a result
of the conduct of its business. The Company and various other companies in
its industry have been unable to obtain adequate environmental damage or
pollution insurance at a reasonable cost. Although the Company maintains
general liability insurance, this insurance is subject to coverage
limitations, deductibles and exclusions and may exclude coverage for losses
or liabilities relating to pollution damage. Therefore, there can be no
assurance that liabilities that may be incurred by the Company will be
covered by its insurance policies, or, if covered, that the dollar amount
of such liabilities will not exceed the Company's policy limits. Even a
partially uninsured claim, if successful and of significant magnitude,
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Governmental Regu-
lations -- Environmental."

Governmental Regulations

Many aspects of the Company's operations are subject to
governmental regulations in the countries in which the Company operates,
including those relating to currency conversion and repatriation, taxation
of its earnings and earnings of its personnel, and its use of local
employees and suppliers. In addition, in recent years demand from the
worldwide petroleum and petrochemical industry has been the largest sector
of the Company's revenues, and the Company is therefore affected by
changing taxes, price controls and laws and regulations relating to the
petroleum and petrochemical industries generally. The Company's operations
are also subject to the risk of changes in laws and policies in the various
jurisdictions in which the Company operates which may impose restrictions
on the Company, including trade restrictions, that could have a

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<PAGE>
material adverse effect on the Company's business, financial condition and
results of operations. Other types of government regulation which could,
if enacted or implemented, materially and adversely affect the Company's
operations include expropriation or nationalization decrees, confiscatory
tax systems, primary or secondary boycotts directed at specific countries
or companies, embargoes, extensive import restrictions or other trade
barriers, mandatory sourcing rules and unrealistically high labor rates and
fuel price regulation. The Company cannot determine to what extent future
operations and earnings of the Company may be affected by new legislation,
new regulations or changes in or new interpretations of existing
regulations. See "Business -- Governmental Regulations -- General."

Dependence on Petroleum and Petrochemical Industry

In recent years, demand from the worldwide petroleum and
petrochemical industry has been the largest sector of the Company's
revenues, and accounted for 57% of new business taken in the first nine
months of 1996. Numerous factors influence capital expenditure decisions
in the petroleum and petrochemical industry, including current and
projected oil and gas prices; exploration, extraction, production and
transportation costs; the discovery rate of new oil and gas reserves; the
sale and expiration dates of leases and concessions; local and
international political and economic conditions; technological advances;
and the abilities of oil and gas companies to generate capital. These
factors are beyond the control of the Company. Therefore, no assurance can
be given that the Company's business, financial condition and results of
operations will not be adversely affected because of reduced activity in
the oil and gas industry. See "Business -- Customers."

Competition

Several large companies offer metal plate products and services
that compete with some, but not all, of those of the Company. Local and
regional companies offer competition in one or more geographical areas and
in certain product lines. Quality, reputation, delivery and price are the
principal methods of competition within the industry. Competition is based
primarily on performance and the ability to provide the design,
engineering, fabrication, project and construction management and
construction services required to complete projects in a timely and cost-
efficient manner. Contracts are usually awarded on a competitive bid
basis. Although the Company believes customers consider, among other
things, the availability and technical capabilities of equipment and
personnel, efficiency, condition of equipment, safety record and reputa-
tion, price competition is currently a primary factor in

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<PAGE>
determining which qualified contractor with available equipment is awarded
a contract.

In recent years, competition has resulted in substantial
pressure on pricing and operating margins. The Company expects
overcapacity and other competitive pressures in the industry to continue
for the foreseeable future. Several of the Company's competitors may have
substantially greater capital resources, experience, sales and marketing
capabilities and broader product and service offerings than the Company and
are well established in their respective markets. The Company's
competitors, either alone or together with competitors having sufficient
resources, could engage in a variety of actions that may have the effect of
delaying or preventing the implementation of the Company's business
strategy. These activities may include aggressive price competition,
offering a higher level of customer service, and efforts to recruit the
Company's customers. There can be no assurance that the Company's competi-
tors will not substantially increase their commitment of resources devoted
to competing aggressively with the Company or that the Company will be able
to compete profitably with its competitors. Given the nature of the
construction industry, certain of the Company's costs, including
construction equipment and personnel, are essentially fixed over the short
term. In order to avoid additional expenses associated with temporarily
idling equipment and personnel, the Company may from time to time choose to
bid its, and its competitors may bid their, services out for hire at less
than attractive rates, depending on the prevailing contractual rates in a
given region. See "Business -- Competition."

Reliance on Key Personnel

The Company's success depends to a significant extent upon the
performance of its key employees, the loss of one or more of whom could
have a material adverse effect on the Company's business, financial
condition and results of operations. The Company carries no key-man life
insurance. The Company believes that its future success will also depend
in large part on its ability to attract and retain highly skilled
managerial, supervisory, technical, sales and marketing personnel, who are
in great demand. There can be no assurance that the Company will be
successful in attracting or retaining such personnel, and the failure to
attract or retain such personnel could have a material adverse effect on
the Company's business, financial condition and results of operations.

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<PAGE>
Uncertainty in Enforcing United States Judgments Against Netherlands
Corporations, Directors and Others

Judgments of United States courts, including judgments against
the Issuer or members of its management or supervisory boards predicated on
the civil liability provisions of the federal or state securities laws of
the United States, may be difficult to enforce in The Netherlands. See
"Service of Process and Enforcement of Civil Liabilities."

Possible Antitakeover Effects

The Issuer's Articles of Association and the applicable law of
The Netherlands contain provisions that may be deemed to have anti-takeover
effects. Among other things, these provisions provide for a staggered
board of supervisory directors and a binding nomination process. Such
provisions may delay, defer or prevent a takeover attempt that a share-
holder might consider in the best interest of the Company's shareholders.
See "Description of Share Capital." In addition, certain United States tax
laws may discourage third parties from accumulating significant blocks of
the Common Shares. See "Taxation -- United States Federal Income Taxes --
Foreign Personal Holding Company Classification" and "Taxation -- United
States Federal Income Taxes -- Controlled Foreign Corporation
Classification."

New Status as Independent Entity

Prior to the Offering, the Issuer was an indirect wholly owned
subsidiary of Industries, a subsidiary of Praxair, and the Company has
depended upon Industries and Praxair for certain financial and
administrative support. Upon completion of the Offering, the Company will
be responsible for its own financing and administering its own treasury,
cash management, accounting, legal, tax, insurance, human resources and
other services (after an interim transition period during which Praxair
will continue to provide certain of such services for specified fees). The
Company is expected to incur additional general and administrative expenses
estimated to be approximately $1.9 million annually in connection with the
Company's status as an independent publicly traded company. In addition,
the Company generates significant revenue from services provided to Praxair
and its affiliates. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" and
"Certain Transactions; Relationship with Praxair."

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<PAGE>
Risks of Joint Venture Operations

The Company conducts a significant portion of its operations
through joint ventures, all of which the Company manages. In 1995,
approximately 18% of the Company's consolidated revenues were derived from
its joint ventures. At any given time, the revenues or new business taken
of a particular joint venture could be significant. The Company's joint
venture partners may from time to time have economic or business interests
or goals which are inconsistent with the business interests or goals of the
Company. The Company may not have control over the operations or assets of
a joint venture if the joint venture agreements so provide. Even in those
joint ventures managed by the Company, the Company may be required to
consider the interests of its joint venture partners in connection with
decisions concerning the operations of the joint ventures. In addition,
the Company may be dependent, from time to time, on its ability to obtain
funds from its subsidiaries and joint ventures in order to service its
indebtedness or to pay dividends. In addition, the Company's subsidiaries
and joint ventures may face governmentally imposed restrictions, from time
to time, on their ability to transfer funds to the Company. See
"-- Substantial Liquidity Requirements." The Company also faces the risk
that a joint venture partner may be unable to meet its economic or other
obligations and that the Company may be required or choose to fulfill those
obligations.

Selling Shareholder Influence over the Company

The Selling Shareholder will own 100% of the outstanding Common
Shares immediately prior to the consummation of the Offering. Upon
completion of the Offering, the Selling Shareholder will own approximately
% ( % if the Underwriters' over-allotment option is exercised in full)
of the then outstanding Common Shares (in each case, excluding outstanding
Common Shares which are restricted shares subject to certain repurchase
rights of the Company granted by the Company in connection with the
Offering to certain of its employees. See "Management -- Compensation and
Benefits -- Special Long-Term, Stock-Based Compensation Related to the
Offering"). In addition, until the Selling Shareholder will be
entitled to recommend the nomination of certain of its designees as
directors of the Issuer. As a result, the Selling Shareholder will be in a
position to influence the management and affairs of the Company.
Furthermore, the Company and Praxair have entered into various agreements
in connection with the Reorganization and the Offering. See "Management --
Supervisory Board," "Certain Transactions; Relationship with Praxair" and
"Description of Share Capital."

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<PAGE>
Shares Eligible for Future Sale; Registration Rights

Upon completion of the Offering, the Issuer will have
outstanding Common Shares, including Common Shares owned by the Selling
Shareholder ( if the Underwriters' overallotment option is exercised
in full) and the restricted Common Shares granted to certain of the
Company's officers and other employees as described under "Management --
compensation and Benefits -- Special Stock - Based, Long-Term Compensation
Related to the Offering." The Common Shares ( if the Underwriters'
over-allotment option is exercised in full) offered hereby will be eligible for
sale in the public market after the completion of the Offering, except for
any shares purchased by an "affiliate" of the Issuer, which will be subject
to the resale limitations of Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"). In the underwriting agreement (the
"Underwriting Agreement") among the Issuer, the Selling Shareholder and the
Underwriters, the Issuer and the Selling Shareholder, as well as certain
directors and executive officers of the Company, will agree (subject to
certain exceptions) not to sell any Common Shares for a period of days
after the date of this Prospectus without the prior consent of the
representatives of the Underwriters. Upon the expiration, or waiver, of
the restrictions contained in the Underwriting Agreement, the remaining
outstanding Common Shares will be "restricted securities" for purposes of
Rule 144, and may not be resold unless registered under the Securities Act
or sold pursuant to an exemption from registration thereunder. Praxair has
certain rights to require the Issuer to register Common Shares held by the
Selling Shareholder (or its transferee) for sale under the Securities Act
to permit the public sale of such shares. Significant sales of Common
Shares (whether such shares are currently outstanding or subsequently
issued) under a registration statement, pursuant to Rule 144 or otherwise
in the future, or the prospect of such sales, may depress the price of the
Common Shares or any market that may develop, and may also render difficult
the sale of the Common Shares purchased by investors hereunder. See
"Certain Transactions; Relationship with Praxair -- Registration Rights
Agreement" and "Shares Eligible for Future Sale."

Absence of Prior Public Market; Possible Volatility of Share Price

Prior to the Offering, there has been no public market for the
Common Shares and there can be no assurance that an active trading market
will develop or be sustained in the future. The initial public offering
price of the Common Shares has been determined solely by negotiations among
the Issuer, the Selling Shareholder and the representatives of the Under-
writers and does not necessarily reflect the market price of the Common
Shares after completion of the Offering or the price

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<PAGE>
at which Common Shares may be sold in the public market after the Offering.
See "Underwriting" for information relating to the method of determining
the initial public offering price of the Common Shares. The market price
of the Common Shares after the Offering could be subject to significant
fluctuations in response to various factors, including variations in
quarterly operating results, future announcements concerning the Company or
its competitors, interest rates, the depth and liquidity of the market for
the Common Shares, investor perceptions of the Company and general
economic, market and other conditions.

Dilution

The initial public offering price per share of Common Shares
will exceed the net tangible book value per Common Share. Accordingly, the
purchasers of the Common Shares offered hereby will experience immediate
and substantial dilution of $ in their investment (assuming an
initial public offering price of $ per share, the mid-point of
the price range as set forth on the cover page of this Prospectus).
Additional dilution may occur following the exercise by management and
other employees of options to purchase Common Shares granted in the future
under the Company's option plans and agreements or purchases of shares
under employee share purchase plans. See "Dilution" and "Management --
Compensation and Benefits -- Executive Compensation -- Long-Term
Compensation" and "Management -- Employee Share Purchase Plan."

Risk of Being Classified as a Foreign Personal Holding Company

If certain events occur, the Issuer or any of its non-U.S.
Subsidiaries may be classified, for U.S. tax purposes, as a Foreign
Personal Holding Company ("FPHC"). The events which would trigger the
classification as an FPHC are beyond the control of the Company. The
Issuer would be classified as an FPHC if in any taxable year five or fewer
individuals who are U.S. citizens or residents own (directly or
constructively through certain attribution rules) more than 50% of the
voting power or the value of the outstanding Common Shares. If the Issuer
were to be classified as a FPHC, this would generally require each U.S.
shareholder who held Common Shares on the last day of the Company's taxable
year to include in such shareholder's gross income as a dividend that
shareholder's pro rata portion of undistributed income of the Issuer and of
any non-U.S. Subsidiaries that are also FPHCs. The Issuer believes that it
will not be an FPHC at the time of the Offering made by this Prospectus.
However, there can be no assurance that the Issuer or any of its non-U.S.
subsidiaries will not be classified as FPHCs in the future. See "Taxation
- -- United States

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<PAGE>
Federal Income Taxes -- Foreign Personal Holding Company Classification."

Risk of Being Classified as a Controlled Foreign Corporation

The Issuer is incorporated in The Netherlands and is not a
"controlled foreign corporation" for purposes of U.S. tax law. However,
given Praxair's continued ownership, the Company may be classified as a
controlled foreign corporation if any United States person acquires
% or more of the shares of the Issuer. There is no assurance that
the Issuer will not be determined to be a controlled foreign corporation in
the future. In the event that such a determination were made, all U.S.
holders of 10% or more of the shares of the Issuer will be subject to
taxation under Subpart F of the United States Internal Revenue Code of
1986, as amended (the "Code"). The ultimate consequences of this
determination are fact-specific to each 10% or greater (including ownership
through the attribution rules of Section 958 of the Code) U.S. shareholder.
The Issuer and its non-U.S. subsidiaries will carry out their activities in
a manner which the Company believes will not constitute the conduct of a
trade or business in the United States. Accordingly, although the Company
reports taxable income and pays taxes in the countries where it operates,
the Company believes that income earned by the Issuer and its non-U.S.
subsidiaries from operations outside the United States is not reportable in
the United States for tax purposes and is not subject to U.S. income tax.
If income earned by the Issuer or its non-U.S. subsidiaries from operations
outside the United States is determined to be income effectively connected
to a United States trade or business and as a result becomes taxable in the
United States, the Company could be subject to U.S. taxes on a basis
significantly more adverse than generally would apply to such business
operations. If the Company were to be deemed to be subject to such taxes,
there can be no assurance that the Company's business, financial condition
and results of operations will not be materially and adversely affected.
See "Taxation -- United States Federal Income Taxes -- Controlled Foreign
Corporation Classification."

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<PAGE>
DIVIDEND POLICY

It is anticipated that following the consummation of the
Offering, the Issuer will initially pay quarterly cash dividends which, on
an annual basis, will aggregate $ per Common Share and which may be
changed over time as its earnings and prospects warrant. However, no such
dividend has been declared and the declaration and payment of dividends
will be a business decision to be made by the Management Board and the
Supervisory Board (each as defined below under "Management") of the Issuer
from time to time, subject to the determination by shareholders at a
general meeting, and based on a variety of factors, including among others,
the Company's earnings, financial position, capital needs and such other
considerations as the Management Board and the Supervisory Board deem
relevant as well as any restrictions under the Issuer's debt instruments.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" and "Description
of Share Capital -- Summary of Certain Provisions of the Articles of
Association and Other Matters -- Dividends." The Issuer's first dividend
is expected to be payable on , 1997 to shareholders of record at
the close of business on , 1997. Although under Dutch law
dividends generally are paid annually after being approved at a general
meeting of shareholders, quarterly dividends in anticipation of an annual
dividend may be distributed by a company's management board, with the
approval of its supervisory board. See "Description of Share Capital --
Summary of Certain Provisions of the Articles of Association and Other
Matters -- Dividends."

The Issuer is a newly formed corporation with no accumulated
earnings and profits for U.S. federal income tax purposes. If the Issuer
declares dividends in the Issuer's first taxable year after the Offering in
excess of the Issuer's current earnings and profits for such year, the
excess of the dividend paid with respect to a particular class of the Issu-
er's shares over the earnings and profits allocable to such class of shares
shall be treated for United States federal income tax purposes as a return
of capital to the extent of the shareholder's basis in the shares, and a
capital gain to the extent of any amount of such excess distributed to the
shareholder in excess of such basis.

The Issuer is a holding company that derives all of its cash
flow from its subsidiaries. Consequently, the Issuer's ability to pay
dividends is dependent on the earnings of its subsidiaries and the receipt
by the Issuer of distributions from such subsidiaries. In addition, bank
facilities or other credit arrangements which the Company may enter into
may limit

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<PAGE>
the Issuer's ability to pay dividends. See "Risk Factors -- Substantial
Liquidity Requirements" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

DILUTION

Dilution is the reduction in the value of a purchaser's
investment in Common Shares measured by the difference between the purchase
price per share and the net tangible book value per Common Share after the
purchase. Giving effect to the Reorganization, the consolidated net
tangible book value of the Issuer as of September 30, 1996 was $83.8
million or $ per share and, after giving effect to the Offering (at
assumed initial public offering price of $ per share, the mid-
point of the price range as set forth on the cover page of this Prospectus
and including the deduction of estimated offering expenses payable by the
Issuer), was $ million or $ per share. The net tangible book
value per share is determined by dividing the consolidated net tangible
book value of the Issuer by the number of Common Shares outstanding at that
date. The consolidated net tangible book value of the Issuer represents
its total assets less its total liabilities and intangible assets
(consisting primarily of goodwill). Without taking into account any other
changes in such consolidated net tangible book value after September 30,
1996, other than to give effect to the sale of the Common Shares offered
hereby (at assumed initial public offering price of $ per share,
the mid-point of the price range as set forth on the cover page of this
Prospectus), purchasers of Common Shares in the Offering would experience
immediate dilution of $ per share, which is equal to the difference
between the assumed initial public offering price and the net tangible book
value per Common Share as of September 30, 1996. The following table
illustrates this per share dilution:

Assumed initial public offering price per share .............. $

Net tangible book value per share as of September 30,
1996 after giving effect to the Offering ................... ____

Dilution per share to purchasers in the Offering ............. $____

USE OF PROCEEDS

The net proceeds to the Selling Shareholder from the sale of
the Common Shares in the Offering are estimated to be $ million, after
deducting estimated underwriting discounts and commissions. The Company
will not receive any of the proceeds from the sale of Common Shares in the
Offering.

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<PAGE>
CORPORATE REORGANIZATION

Prior to the consummation of the Offering, the Selling
Shareholder and certain of its subsidiaries will consummate the
Reorganization whereby (i) Chicago Bridge & Iron Company ("CBIC"), which is
currently a direct subsidiary of the Selling Shareholder (which is also the
immediate parent of the Issuer), will declare and pay a dividend of
approximately $ million to the Selling Shareholder; (ii) the shares
of substantially all of CBIC's non-U.S. subsidiaries will be transferred by
dividend to the Selling Shareholder and contributed to the Issuer in
exchange for additional Common Shares of the Issuer and then contributed by
the Issuer to Chicago Bridge & Iron Company B.V. ("CBICBV"); and (iii) the
Selling Shareholder will contribute the shares of CBIC to the Issuer in
exchange for additional Common Shares of the Issuer.

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<PAGE>
CAPITALIZATION
(dollars in thousands)

The following table sets forth the cash, consolidated short-
term debt and capitalization of the Company at September 30, 1996 (after
giving effect to the Reorganization) and as adjusted to give effect to the
Offering and the Reorganization. This table should be read in conjunction
with the consolidated financial statements and notes thereto included
elsewhere in this Prospectus.

As of September 30, 1996
---------------------------------

Actual(1) As Adjusted(2)
--------- --------------

Cash and cash equivalents............. $ 20,013 $
======== ========
Short-term notes payable.............. $ 1,218 $ 1,218

Long-term debt to Praxair............. 55,000 55,000

SHAREHOLDERS' EQUITY:
Common stock, NLG .01 par value,
50,000,000 authorized,
issued and outstanding.........
Additional paid-in capital.......
Retained earnings................ - -
Cumulative translation
adjustment..................... (644) (644)

Total shareholders' equity...
-------- --------
Total capitalization....... $ $
======== ========

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

(1) Reflects amounts after giving effect to the Reorganization.
(2) Reflects amounts after giving effect to the Reorganization and the Offering.

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<PAGE>
SELECTED HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL AND OTHER DATA
(dollars in thousands, except for per share data)

The following table sets forth Selected Historical and Pro
Forma Consolidated Financial and Other Data for the periods and as of the
dates indicated. The selected historical consolidated statement of
operations data for each of the years in the three-year period ended
December 31, 1995 and the selected historical consolidated balance sheet
data as of December 31, 1995 and 1994 have been derived from, and are
qualified by reference to, the Audited Consolidated Financial Statements of
the Company included elsewhere in this Prospectus. The selected historical
consolidated statement of operations data for each of the years in the two-
year period ended December 31, 1992 and the selected historical
consolidated balance sheet data as of December 31, 1993, 1992 and 1991 and
as of September 30, 1995 have been derived from the Company's unaudited
financial statements. The selected historical consolidated unaudited
financial data set forth below for the nine-month periods ended September
30, 1996 and 1995 and as of September 30, 1996 have been derived from, and
are qualified by reference to, the unaudited consolidated financial
statements of the Company included elsewhere in this Prospectus and include
all adjustments, consisting of normal recurring adjustments, which
management considers necessary for a fair presentation of the financial
position and the results of operations of the Company for such periods.
Results for the interim periods are not necessarily indicative of the
results for the full year. The selected historical and pro forma
consolidated financial and other data set forth below should be read in
conjunction with, and are qualified by reference to, "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and the Consolidated Financial Statements of the Company and accompanying
notes thereto and other financial information included elsewhere in this
Prospectus.

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<PAGE>
<TABLE>
<CAPTION>

</TABLE>

-29-

Other Data:
Number of employees --
Salaried.............. 1,973 1,999 1,824 1,763 1,728 1,697 1,618 N/A N/A
Hourly and craft...... 5,419 5,227 4,408 4,852 3,483 4,668 3,914 N/A N/A
New business taken(4)... $846,159 $732,415 $782,606 $648,082 $782,878 $547,700 $474,255 $782,878 $474,255
Backlog(5).............. $464,478 $364,326 $449,303 $323,343 $470,174 $393,398 $456,599 $470,174 $456,599
</TABLE>

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<PAGE>

basis of various assets. Accordingly, the information provided for periods
subsequent to December 31, 1995 is not comparable to the information
provided for the earlier periods and dates.

(2) Net income (loss) per common share is not applicable for the historical
results as the Company was not a stand-alone entity.

(4) New business taken represents the value of new contracts awarded to the
Company. Contract awards are reported once a commitment is obtained.

(6) In 1993, a special charge of $22.9 million was recorded to recognize the
expense of two major legal claims of $15.0 million and a $7.9 million
write-down of excess, non-performing assets.

(7) In 1994, the Company recorded a special charge of $10.0 million to
recognize $17.0 million of expense of a major litigation settlement and
$7.0 million gain on the sale of investments.

(8) In 1995, a special charge of $5.2 million comprised of $3.4 million for
work force reduction and $1.8 million for write-down of an idle
facility.

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<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENTS

The following Unaudited Pro Forma Consolidated Income
Statements for the year ended December 31, 1995 and the nine-month period
ended September 30, 1996 give effect to the acquisition of Industries by
Praxair and the Offering as if each had occurred at the beginning of the
period indicated. The Unaudited Pro Forma Consolidated Income Statements
are based on the historical financial statements of the Company and the
assumptions and adjustments described in the accompanying notes.

The Unaudited Pro Forma Consolidated Income Statements are
based upon assumptions that the Company believes are reasonable and should
be read in conjunction with the Consolidated Financial Statements of the
Company and the accompanying notes thereto included elsewhere in this
Prospectus. The unaudited pro forma data are not designed to represent and
do not represent what the Company's results of operations actually would
have been had the acquisition by Praxair and the Offering been completed as
of the beginning of the periods indicated, or to project the Company's
results of operations at any future date or for any future period. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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Unaudited Pro Forma Consolidated Income Statement
(dollars in thousands, except per share data)

Year Ended December 31, 1995
----------------------------------------------

Pro Forma As
Historical Adjustments Adjusted
---------- ------------ ---------
<S> <C> <C> <C>

Revenues............................................... $621,938 - $621,938
Cost of revenues....................................... 604,200 $(15,137) (1) 589,063
-------- -------- --------
Gross profit......................................... 17,738 15,137 32,875
Selling and administrative expenses.................... 43,023 2,217 (2) 45,240
Special charge......................................... 5,230 (5,230) (3) -
-------- -------- --------
Income (loss) from operations........................ (30,515) 18,150 (12,365)
Interest expense....................................... (799) (3,850) (4) (4,649)
Other income........................................... 1,191 1,191
-------- -------- --------
Income (loss) before taxes and minority interest..... (30,123) 14,300 (15,823)
Income tax expense (benefit)........................... (8,093) 7,415 (5) (678)
-------- -------- --------
Income (loss) before minority interest............... (22,030) 6,885 (15,145)
Minority interest in income............................ 3,576 - 3,576
------- -------- --------
Net income (loss).................................... $(25,606) $ 6,885 $(18,721)
======== ======== ========
Pro forma net income (loss) per common share........... $( ) (6)
</TABLE>

________________________

(1) Reflects cost savings of $15,900 from workforce reductions and the closing
of facilities, net of a $763 increase in depreciation expense as a result
of the January 1, 1996 purchase accounting adjustment to increase the value
of fixed assets.

(2) Reflects an increase of $1,900 for administrative expenses expected to be
incurred in connection with being a public corporation, as well as the
amortization of goodwill of $317 based on total goodwill of $12,673.
Goodwill was recorded as a result of the acquisition of Industries by
Praxair and is being amortized over 40 years.

(3) Represents the elimination of the special charge for restructurin
reserves.

(4) Represents an increase in interest expense associated with the assumption
by the Company of $55 million of the debt of Industries to the Company's
financial statements. The debt bears interest at a fixed rate of 7%.

(5) Represents an adjustment for income taxes in order to (a) present the
consolidated tax provision as if the Company filed a separate tax return
and (b) record the income tax effects of the pro forma adjustments.

(6) Pro forma net income per share is based on Common Shares outstanding.

In conjunction with the Offering, certain of the Company's officers and
management employees will receive awards of restricted Common Shares which
generally vest no earlier than the third anniversary of the award date. The
pro forma information set forth herein does not reflect any costs which may
be associated with such awards.

-33-

Unaudited Pro Forma Consolidated Income Statement
(dollars in thousands, except per share data)

Nine Months Ended September 30, 1996
----------------------------------------------

Pro Forma As
Historical Adjustments Adjusted
---------- ------------ ---------
<S> <C> <C> <C>

Revenues............................................... $ 483,531 - $ 483,531
Cost of revenues....................................... 431,606 $ (5,740) (1) 425,866
-------- --------- ---------
Gross profit......................................... 51,925 5,740 57,665
Selling and administrative expense..................... 30,784 1,425 (2) 32,209
--------- --------- ---------
Income (loss) from operations........................ 21,141 4,315 25,456
Interest expense....................................... (3,787) - (3,787)
Other income........................................... 581 - 581
--------- --------- ---------
Income (loss) before taxes and minority interest..... 17,935 4,315 22,250
Income tax expense (recovery).......................... 4,674 1,311 (3) 5,985
--------- --------- ---------
Income (loss) before minority interest............... 13,261 3,004 16,265
Minority interest in income............................ 2,331 - 2,331
--------- --------- ---------
Net income (loss).................................... $ 10,930 $ 3,004 $ 13,934
========= ========= =========

Pro forma net income (loss) per common share........... $ (4)
=========
</TABLE>

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

(1) Includes cost savings of $8,740 from workforce reductions and the closing
of facilities, net of an additional $3,000 of employee benefit costs
related to anticipated changes in benefit programs.

(2) Represents an estimate of $1,425 for the increase in administrative
expenses as a result of being a public corporation.

(3) Represents the income tax effects of the pro forma adjustments.

(4) Pro forma net income per share is based on Common Shares outstanding.

In conjunction with the Offering, certain of the Company's officers
and management employees will receive awards of restricted Common Shares
which generally vest no earlier than the third anniversary of the award date.
The pro forma information set forth herein does not reflect any costs which
may be associated with such awards.

-34-

<PAGE>
The following discussion should be read in conjunction with the
consolidated financial statements and accompanying notes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Background. The Company believes it is the leading provider of
field erected steel tanks and other steel plate structures, associated
systems and related services in North America and one of the leading providers
of these specialized products and services in the world. CB&I is a global
engineering and construction company specializing in the engineering and
design, procurement, fabrication, erection, repair and modification of steel
tanks and other steel plate structures and associated systems such as petroleum
terminals, critical refinery field erected pressure vessels, low
temperature and cryogenic storage facilities, elevated water storage tanks
and other specialty products and services. The Company has developed a
positive reputation as a provider of these products and services to
customers around the world. It has completed projects in numerous
countries and, through a network of worldwide subsidiaries, has a global
infrastructure to compete for projects and service its customers around the
world. The Company's core competencies are its technological expertise
(including design engineering, and welding and metallurgy), project
management, global field erection, global procurement relationships and
safety performance. The Company is focused on the use of technology in the
global marketplace to maintain its position in the field erected steel tank and
other steel plate structures and related services industry.

In the first quarter of 1996, Praxair acquired all of the
outstanding common stock of Industries. At that time, Praxair announced
its intention to divest the businesses of Industries that were not
strategic to Praxair, including the Company.

Prior to the acquisition, the Company was in the process of
creating and commencing implementation of the Restructuring Program seeking
to clarify the Company's vision, streamline processes and workflow,
establish meaningful performance measures and develop a more appropriate
infrastructure, including significantly reducing the Company's fixed costs.
The goal of the Restructuring Program is to significantly improve operating
results. A central theme of the Restructuring Program is to apply the
Company's core competencies across all of the Company's operations, and to
operate as a single global business.

-35-

<PAGE>
In the past, the Company had operated as six separate, decentralized and
relatively self-contained business units.

During 1996, the Company installed a new management team and
refocused and significantly accelerated implementation of the Restructuring
Program.

Operations. Historically, changing market conditions have
dictated that the Company shift product mix and geographic revenue mix in
order to maximize operating results. The Company has also reduced its
fixed costs from time to time to reflect changes in demand for its products
and services.

New management is redesigning the Company's compensation
programs. The Company will seek to motivate its executive officers and
other management employees through plans which seek to align executive
compensation with long-term improvements in shareholder value. See
"Management -- Compensation and Benefits -- Executive Compensation -- Long-
Term Compensation."

Due to a significant reduction in new business obtained by the
Company outside the U.S. and decreases in government and nuclear repair
work in the U.S., revenues in 1993 were sharply lower than the level in
1992. Actions by the Company to adjust its support infrastructure to match
declining revenues were insufficient to offset the decline in profit.
While revenues and operating results improved somewhat in 1994, they
remained below targeted levels. The Company was again faced with declining
revenues and widening operating losses in 1995.

During this period of declining performance, the Company became
increasingly internally focused. Experienced employees were assigned to
the full-time Restructuring Program effort. Industries had also become
involved in defending itself against the ultimately successful takeover by
Praxair. These matters were reflected in the 1995 operating loss of $30.5
million. Other factors contributing to this loss were execution issues on
several contracts resulting in contract losses of approximately $19
million. Approximately $24 million of unabsorbed overhead costs resulted
from the lower revenues.

Restructuring Program. The Company believes its recent results
reflect a significant operational turnaround. On a $19.2 million increase
in revenues for the nine-month period ended September 30, 1996 compared to
the same period in 1995, operating income improved $22.9 million. This
improvement is primarily attributable to improved contract execution

-36-

<PAGE>
of $11.7 million, cost reductions of $7.2 million and the effect of
increased revenues.

The Restructuring Program is aimed at, among other things,
significantly reducing the Company's fixed costs from levels incurred in
1995 and 1994, with a targeted reduction of fixed costs by up to $26
million per year.

The Restructuring Program was refocused and its implementation
was accelerated in 1996, resulting in functional organizational changes,
including the centralization of key functions such as procurement,
equipment and personnel mobilization, and certain financial functions,
while maintaining the ability to perform field construction using the labor
approach best suited for each project. Moreover, several of the Company's
offices and facilities were closed and the number of employees was reduced.
Equipment supply and warehousing costs have been reduced. Also,
administrative and engineering support have been streamlined and
consolidated. The Company recorded special charges of $5.2 million in
1995, for consolidation of operations and headcount reductions. The
Company has set a target to reduce salaried workforce by approximately 160
positions. As of September 30, 1996 approximately 110 positions had been
eliminated. By mid-1996, $26 million of potential cost reduction had been
identified. Approximately $7.2 million of these cost reductions are
reflected in operating results for the first nine months of 1996. The
Restructuring Program is expected to be fully implemented by the end of
1997.

Although the Company believes that continued implementation of
the Restructuring Program has already resulted in and will continue to
result in savings, there can be no assurance that the Company's estimates
of results already achieved accurately reflect cost savings associated with
the Restructuring Program, that targeted reductions and goals can be
achieved or will continue and that part or all of the Restructuring Program
can successfully be implemented.

Contracts. The Company obtains contracts primarily through
competitive bidding or through negotiations and partnering agreements with
long-standing customers. Project duration typically lasts from a few weeks
to several months or years. A substantial number of the Company's projects
are performed on a fixed price basis. The balance of projects primarily
are performed on variations of cost reimbursable and target price
approaches.

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<PAGE>
Revenue Recognition. Revenues are recognized on the percentage
of completion method. Earned revenue is based on the percentage that the
incurred costs to date bear to total estimated costs after giving effect to
the most recent estimates of total cost. The cumulative impact of
revisions in total costs estimates during the progress of work is reflected
in the period in which these changes become known.

Results of Operations

The following table indicates revenues by product line for the
nine months ending September 30, 1996, and for the full years of 1995, 1994
and 1993:

Nine Months
Ended
September 30, Year Ended December 31,
---------------------------------
1996 1995 1994 1993
------------- -------- -------- --------
(dollars in millions)

Flat Bottom Tanks $ 206 $ 253 $ 303 $ 240
Elevated Tanks 42 62 55 39
Low Temperature/Cryogenic
Tanks and Systems 37 28 24 49
Pressure Vessels 62 85 83 58
Repairs and Modifications 43 68 81 80
Turnarounds 39 55 84 34
Specialty and Other
Structures 55 71 133 181
----- ----- ----- -----

Total Revenues $ 484 $ 622 $ 763 $ 681
===== ===== ===== =====

-38-

<PAGE>
The following table highlights new business taken by product
line for the nine months ending September 30, 1996, and for the full years
of 1995, 1994 and 1993:

Nine Months
Ended
September 30, Year Ended December 31,
---------------------------------
1996 1995 1994 1993
------------- -------- -------- --------
(dollars in millions)

Flat Bottom Tanks $ 191 $ 196 $ 207 $ 320
Elevated Tanks 36 44 38 55
Low Temperature/Cryogenic
Tanks and Systems 83 204 62 30
Pressure Vessels 17 86 80 113
Repairs and Modifications 59 63 76 71
Turnarounds 37 68 97 41
Specialty and Other
Structures 51 122 88 153

Total New Business Taken $ 474 $ 783 $ 648 $ 783
----- ----- ----- -----

Prior to the first quarter of 1996, the Company was a wholly
owned subsidiary of Industries. During the first quarter of 1996, pursuant
to the merger agreement dated December 22, 1995, the Company became a
subsidiary of Praxair. This merger was reflected in the Company's
consolidated financial statements as a purchase effective January 1, 1996.
Accordingly, the historical information provided herein, for periods prior
to January 1, 1996, is not comparable to subsequent financial information.

The merger and the related application of purchase accounting
resulted in changes to the capitalization and the historical basis of
various assets of the Company's pre-Praxair acquisition financial
statements. Such changes significantly affect comparability of the
financial position and results of operations in the Company's financial
statements.

Nine months ended September 30, 1996 versus nine months ended September 30,
1995

Revenues. Revenues increased $19.2 million, or 4.1%, to $483.5
million for the nine-month period ended September 30, 1996 from $464.3
million during the comparable period in 1995. This increase reflects
improvement in contract activity, primarily in the United States and
Central and South America. To improve short-term operating performance of
the Company, management has focused on improving contract execution and
cost

-39-

<PAGE>
reduction. As a consequence, the Company has become more selective in
pursuing contract opportunities which is reflected in moderate revenue
growth. The Company is pursuing a number of prospects in its principal
markets; however, the Company expects market conditions to remain
competitive.

Backlog at September 30, 1996 increased by approximately $63.2
million to $456.6 million compared to backlog at September 30, 1995 of
$393.4 million. New business taken during the nine-month period ended
September 30, 1996 decreased by 13.4% to $474.3 million compared to the
comparable period last year. The Company is currently pursuing several
additional large contracts expected to be awarded over the next several
quarters.

Cost of Revenues. Cost of revenues decreased $5.1 million, or
1.2%, to $431.6 million during the nine-month period ended September 30,
1996 from $436.7 million during the comparable period in 1995. The
resulting gross profit increased by $24.2 million and as a percentage of
revenues increased to 10.7% for the nine-month period ended September 30,
1996 from 6.0% for the comparable period in 1995. The improvement in gross
profit is primarily attributable to improved contract execution of
approximately $11.0 million, cost reduction of $7.2 million, and the effect
of increased revenue. Results for 1995 included a charge of $2.5 million
to settle a customer claim.

Selling and Administrative Expenses. Selling and
administrative expenses increased $1.4 million or 4.6% to $30.8 million
during the nine-month period ended September 30, 1996 from $29.4 million
for the comparable period in 1995. The increased selling and
administrative expenses resulted from higher expenses relating to the
Company's upgrading of its information technology system and increased
incentive compensation due to improved operating results, offset by cost
reductions.

Interest Expense. Interest expense increased $3.0 million, to
$3.8 million during the nine-month period ended September 30, 1996 from
$0.8 million during the comparable period in 1995. The increase results
from the $55 million of long-term debt assumed by the Company on January 1,
1996 as part of the Praxair acquisition.

Income Tax Expense. Income tax expense increased $6.1 million
to $4.7 million during the nine-month period ended September 30, 1996 from
an income tax benefit of $1.5 million during the comparable period in 1995.
The increase results

-40-

<PAGE>
from a return to profitable operations in the U.S. and increased
profitability in non-U.S. jurisdictions.

1995 versus 1994

Revenues. Revenues decreased $140.9 million, or 18.5%, to
$621.9 million in 1995 from $762.8 million in 1994. Decreased revenues
reflect the lower level of new business awarded to the Company in 1994 and
the low backlog at December 31, 1994. As a result of the completion of a
large tank contract in late 1994, revenues from construction of flat bottom
tanks declined by approximately $50 million to $253 million from a robust
$303 million recorded in 1994. Revenues from specialty contracts also
declined during 1995.

Backlog at December 31, 1995 increased by approximately $147
million to $470.2 million compared to backlog of $323.3 million at
December 31, 1994. New business taken during 1995 increased by 20.8% to
$782.9 million compared to 1994. The increase in new business is primarily
attributable to the award of three major contracts for natural gas peak
shaving facilities in the U.S. and a significant contract to supply
components to a government funded research facility.

Cost of Revenues. Cost of revenues decreased $83.7 million, or
12.2%, to $604.2 million in 1995 from $687.9 million in 1994. Gross profit
decreased by $57.2 million and as a percentage of revenues decreased to
2.9% in 1995 from 9.8% in 1994. Gross profit was reduced by approximately
$17.0 million due to lower revenues. Additionally, cost of revenues were
adversely impacted by unabsorbed overhead costs of $24 million and
unanticipated contract costs and contract execution issues of $19 million,
offset in part by gains of $10 million on sales of assets. The Company's
overall contract performance was also adversely impacted during 1995 due to
the assignment of over 70 of the Company's more experienced employees to
the Restructuring Program. During 1996, most of these employees returned
to operating duties.

Selling and Administrative Expenses. Selling and
administrative expenses decreased $2.5 million, or 5.5%, to $43.0 million
in 1995 from $45.5 million in 1994. The decrease in selling and
administrative expense resulted from cost reductions initiated in early
1995.

Special Charge. In the fourth quarter of 1995, the Company
recorded a special charge of $5.2 million comprised of $3.4 million for
workforce reduction and $1.8 million for the write-down of an idle
facility.

-41-

<PAGE>
Interest Expense. Interest expense increased $0.6 million, to
$0.8 million during 1995 from $0.2 million during 1994. The increase
results from interest on a major legal claim and higher international debt.

Income Tax Benefit. Income tax expense decreased by $11.2
million in 1995 to a net tax benefit of $8.1 million primarily as a result
of an operating loss in the U.S., which was utilized in the Industries
consolidated return.

1994 versus 1993

Revenues. Revenues increased $82.3 million, or 12.1%, to
$762.8 million in 1994 from $680.5 million in 1993. Revenues reflect
several major awards outside of the United States received in the last half
of 1993 and 1994 for tanks, spheres and pressure vessels, along with
increased current year demand from refinery customers in the United States
to assist with their repair and turnaround requirements.

Backlog at December 31, 1994 decreased by approximately $126
million to $323.3 million compared to backlog of $449.3 million at
December 31, 1993. New business taken during 1994 decreased 17.2% to
$648.1 million compared to 1993. This decline is largely attributable to a
decrease in major international contract awards and lower revenues from
specialty and other products due to decreased government spending. As
repair and turnaround type contracts tend to be shorter in duration and
more labor-intensive than long-term fixed price contracts, a higher
percentage of new business taken was converted to revenues in 1994 than in
the Company's usual contract mix.

Cost of Revenues. Cost of revenues increased $57 million, or
9.0%, to $687.9 million in 1994 from $630.9 million in 1993. Gross profit
as a percentage of revenues increased to 9.8% in 1994 from 7.3% in 1993.
The improvement largely reflects the higher construction activity, and the
leverage effect of higher revenues. Additionally, the comparisons of year-
to-year performance were also affected by the strategic actions taken to
dispose of under-performing assets and facilities, such as the 1993
decision to close a fabrication site in Cordova, Alabama.

Selling and Administrative Expenses. Selling and
administrative expenses increased $1.3 million, or 2.9%, to $45.5 million
in 1994 from $44.2 million in 1993. The increase was primarily due to
increased international selling activity, particularly in the Asia Pacific
area.

-42-

<PAGE>
Special Charge. In 1994, the Company recorded a net special
charge of $10.0 million to recognize $17.0 million in expense of a major
litigation settlement and $7.0 million in gains from the sale of
investments.

Income Tax Expense. Income tax expense increased by $9.2
million during 1994 to a net expense of $3.1 million primarily as a result
of improved profitability in the U.S. and the tax benefit corresponding to
U.S. losses which were utilized in the Industries consolidated tax return.

Liquidity and Capital Resources

As a subsidiary of both Industries and Praxair, the Company has
participated in corporate cash management systems. Liquidity required for
or generated from the business was handled through this process. The
resultant cash generated or used by the Company was netted against the
advances to parent company account. For the nine-month period ended
September 30, 1996, the Company transferred $9.4 million net cash to Indus-
tries. For the comparable period in 1995, the Company received $26.4
million net cash from Industries.

As part of the Praxair acquisition, $55 million of long-term
debt was assumed by the Company. The Company intends to establish an
independent working capital and long-term debt banking facility as soon as
possible. The Company is currently in discussions with several financial
institutions to syndicate a bank facility sufficient to fund its
foreseeable working capital needs and retire outstanding long-term debt due
to Praxair.

In addition to liquidity generated through a new bank facility,
the Company anticipates improving its working capital position through
aggressive management of the individual components of working capital,
including programs to reduce excess cash, accounts receivable and unbilled
contracts in progress and to maximize available terms from trade suppliers.
The Company is also actively marketing the properties which comprise assets
held for sale.

During the period from 1993 through 1995, the Company had
annual capital spending of approximately one times annual depreciation
expense to maintain its competitive position. Capital expenditures were
$8.1 million through September 30, 1996.

The Company anticipates that capital expenditures in the near
future will remain at approximately the level of depreciation, except for
certain one time incremental additions

-43-

<PAGE>
related to the Restructuring Program, although there can be no assurance
that such levels will not increase.

The Company also requires significant amounts of performance
bonds and letters of credit, which support the Company's performance under
contracts to customers. As of September 30, 1996, approximately $70.7
million of contingent letters of credit or bank guarantees, and $201.9
million of performance bonds were outstanding. Prior to the Offering some
of these obligations were guaranteed by Industries or Praxair. Management
is in the process of negotiating stand-alone bonding and letter of credit
facilities.

Statements in this discussion and analysis contain forward-
looking information and involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to be
materially different from any future performance suggested herein.

-44-

<PAGE>
THE COMPANY

The Company was founded in 1889 as a midwestern bridge building
company and, while the Company's name reflected its business at that time,
it is no longer representative of products and services offered by the
Company today. Nevertheless, given the Company's strong customer base and
reputation and the resulting solid name recognition, the Company has chosen
to preserve its original name. In the 1890's and early 1900's, growth
throughout the United States presented many opportunities for expansion
beyond the bridge business. The Company followed the paths of the
railroads as new communities required special structures such as elevated
steel water storage tanks, and the Company's marketing and sales efforts
were directed towards the construction of riveted steel tanks for many
types of product storage. The Company's first riveted steel standpipe was
built in 1893 and the first elevated steel tank was created in 1894, both
in Iowa. The Company constructed its first steel stack in 1913, then did
considerable steel fabrication for ships and armored vehicles during World
War I.

During the early 1920s, in conjunction with the development of
the oil fields in the southwestern and western parts of the United States,
the Company quickly established itself as a leading supplier to the
petroleum industry, building large storage tanks and special purpose
structures. The first floating roof tank, designed to conserve vapors and
to eliminate fire hazards, was successfully tested and introduced by the
Company to the oil industry in 1923. Since 1923, the Company has
constructed over 20,000 floating roof tanks throughout the world. These
innovative tank designs brought the Company into a rapidly expanding new
marketplace and the Company began to promote the use of larger tanks, wider
plates, and better joint designs. The Company's patented Hortonspheres,
designed for the storage of volatile liquids under high pressure, were
first built by the Company in several areas of the United States during
1923.

Field welding of large tanks was successfully pioneered by the
Company by the early 1930s. The Welding Research Council was founded in
1935 under the Engineering Foundation, and its Pressure Vessel Research
Committee was formed in 1945 in response to a request from the American
Society of Mechanical Engineers ("ASME") Boiler and Pressure Vessel
Committee. This request recognized the need for coordinated research in
the materials, fabrication and design aspects of pressure vessels. These
committees were depended upon by the codes and standards writing
committees, such as ASME and the American Petroleum Institute and, since
1935, the Company has had a

-45-

<PAGE>
significant number of personnel participating in or leading these
committees. The Company's welding lab, founded in 1945, has worked closely
with Company engineers to ensure that the Company maintains its technical
performance levels in its areas of competence.

By the early 1930s, the Company had begun to focus on the
design and engineering of formed, steel plate structures, on welding
technologies, and on innovative construction equipment and procedures. The
welding technology developed by the Company allowed it to extend its
expertise to other steel plate products such as penstocks, stacks and
pressure vessels. In 1930, the Company's first fractionating columns were
built for two major oil companies. The first all-welded steel penstock in
the U.S. was constructed by the Company in 1935 for a mid-south power
customer. The Company built eighty-seven hemispheroids in 1934 as
pneumatic caisson caps for the construction of the piers for the San
Francisco-Oakland Bay Bridge, and many other innovative applications of the
Company's steel plate forming and welding skills were found.

The 1940s brought new opportunities to the Company with its
construction of the first Watersphere, an elevated tank that stored 100,000
gallons of water and was more than 60 feet tall. World War II opened new
fields of endeavor to the Company. Structures for the aluminum and
chemical industries, for blast furnaces and for high octane gasoline and
synthetic rubber plants were being built by the Company. Work for the U.S.
Navy comprised most of the work during this time and the Company built a
15,000 ton floating dry dock, followed by additional dry docks and dry dock
section work.

In the 1950s and 1960s, the Company's growth paralleled the
growth in industry, public works, and new energy sources throughout the
world. By the mid 1950s, the Company had built the world's largest
Hortonsphere, a vessel weighing seven million pounds with a diameter of 225
feet, and built to house an experimental atomic energy reactor. The first
Horton Waterspheroid was also designed and built by the Company during this
period, as was the first double-walled liquid natural gas tank. The
Company also announced a technological breakthrough with its development of
the Hortonclad, a composite metal having an integral and continuous bond.
This development was the result of five years of intense research and
development in the field of vacuum metallurgy. It was also in the early
1950s that the Company developed its first automatic girth welding
equipment, with automatic field welding equipment being a productivity
focus ever since.

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<PAGE>
The Company began its international operations shortly after
World War I, with rapid expansion into areas beyond the boundaries of the
United States. Contracts were taken in Canada and Japan in 1919; China in
1921; Venezuela, Indonesia and Australia in 1927; and in multiple European
locations throughout the 1920's. By the late 1940's, the Company was
operating throughout Europe, the Middle East, Asia and Latin America. With
this long history of local presence in many parts of the world, the Company
has become skilled at the logistics of operating in many countries, and has
developed very competent and productive local workforces.

By 1960, the Company had established a process engineering
capability to address its customers' needs for the design and installation
of systems associated with turnkey refrigeration and storage of ammonia,
liquid petroleum gas, liquid natural gas, and other products requiring
storage at low or cyrogenic temperatures. Techniques developed by the
Company in field automatic welding, field stress relieving, field machining
and ultrasonic testing, as applied to the onsite assembly of heavy wall
petroleum processing vessels and nuclear reactors, allowed the Company's
customers to avoid shipping restrictions on size and weight which had
limited plant designs in both industries. Also, the Company was actively
building vacuum and testing chambers for the space industry during this
decade.

The 1970s brought about additional technological advancements
with the introduction of the multipass all-position "wet" welding technique
for underwater welding applications, as well as the successful hydro-
testing of the first reactor pressure vessel for pressurized water
reactors. Fabrication and construction projects for the burgeoning nuclear
industry dominated the marketplace of the mid 1970s. Additionally, Saudi
Arabia and the Middle East provided growth opportunity for the Company,
with many contracts for the construction of significant new refineries and
terminals. In the U.S., the Company's first application of horizontal
foamed-in-place insulation on a low-temperature tank was completed by the
Company for a customer in the southeast, and the Company completed a
substantial amount of tankage for the Trans-Alaskan Pipeline Project.
During the late 1970s, the Company built the two largest oil tanks in the
U.S. each with an 800,000 barrel capacity. The Company's largest petroleum
storage tank, at 1.5 million barrels and 410 feet in diameter, is in Yanbu,
Saudi Arabia, which the Company believes to be the largest such tank in the
world.

By 1980, the Company again had expanded its track record by
fabricating and erecting its first cryogenic,

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<PAGE>
transonic wind tunnel for a U.S. military facility. In that decade, the
Company also built the support tower for the largest (to date) wind powered
generator. Technologically, the Company confirmed its leading role in
field post-weld heat treating with the stress relieving of the largest
vessel to date; a nuclear containment vessel with a steel thickness range
from 2 to 4-1/2 inches. A roof insulating machine, developed at the
Company's research and development facility, was introduced and used on
three fixed roof tanks. This machine utilized the Company's foamed-in-
place insulation techniques. During this time frame, the Company also
erected its first two million gallon Waterspheroid, with a 104 foot height
to bottom water line.

Internationally, Saudi Arabia once again provided an
opportunity for the Company with an order for a 55 thousand gallon per-day
solar energy water desalination test facility. This project marked the
first use of the Company's indirect freeze desalination system. In Panama,
the Company joint ventured to build the trans-Panama oil pipeline and
transhipment terminal. A sales office was opened in Tokyo, Japan, to
better serve the Company's customers in that area, and successful com-
pletion of penstocks and spiral cases in Venezuela brought the Company to
1989 and its 100th anniversary.

During the 1990s, the Company continued to expand its global
presence by being awarded contracts for numerous projects throughout Latin
America, the Middle East, Asia, Africa, the Pacific Rim and North America.
Tanks and turnkey tank terminals for the storage of petroleum, chemicals,
and other products continue to be a main source of project work, as is the
ability to perform turnkey low temperature and cryogenic facilities for the
liquefaction, storing and sendout of liquid natural gas, ethylene, ammonia,
butane, propane and similar products. Additionally, in the 1990s, the
Company established formal partnering agreements and closer alliances with
many customers.

The Company believes it is the leading provider of field
erected steel tanks and other steel plate structures, associated systems
and related services in North America and one of the leading providers
of these specialized products and services in the world. CB&I is a global
engineering and construction company specializing in the engineering and design,
procurement, fabrication, erection, repair and modification of steel tanks
and other steel plate structures and associated systems such as petroleum
terminals, critical refinery field erected pressure vessels, low
temperature and cryogenic storage facilities, elevated water storage tanks
and other specialty products and services. The Company is focused on the
use of technology in the global

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marketplace to maintain its position in the field erected steel tank and other
steel plate structures and related services industry.

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<PAGE>
BUSINESS

Industry Overview

The Company competes in the field erected steel plate
structures and related services industry. The Company and its competitors
generally focus on the engineering and design, procurement, fabrication,
erection, repair and modification of steel plate structures. The primary
industries served by this segment are petroleum, petrochemical, chemical,
electric and gas utilities, pulp and paper, and metals and mining, and the
major customers include private owners in these industries as well as
governmental entities; engineering, procurement and construction companies
servicing these owners and entities; and other service companies operating
in these industries. Consequently, the Company's level of activity, as
well as the industry's as a whole, depends primarily on the capital
expenditures of its customers in connection with developmental
construction.

These capital expenditures are influenced by a variety of
factors outside the control of construction industry participants. For
example, in the petroleum and petrochemical industry, influential factors
include current and projected oil and gas prices; exploration, extraction,
production and transportation costs; the discovery rate of new oil and gas
reserves; the sale and expiration dates of leases and concessions and local
and international political and economic conditions. The Company believes
that the following trends, among others, will influence the industry in the
near and long term:

- the continued industrialization of third world countries
is creating demand for storage facilities for crude oil,
refined products and petrochemicals. Accordingly, many
significant terminal and refinery projects, together with
ancillary construction and other associated projects, are
being undertaken, particularly in developing countries or
regions where energy infrastructure spending has lagged;

- refineries and petrochemical plants built prior to 1985
typically require more frequent maintenance and
modification and certain of them are expected to be
replaced; and

- recently, relatively high crude oil prices have resulted
in correspondingly strong levels of current and projected
capital expenditures by petroleum and petrochemical
companies to explore for,

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produce, transport and refine oil and related products.

The Company believes that certain of these trends will lead to
projects that meet its bidding criteria and that the Company's global
experience places it in an advantageous position to compete for such
projects.

Business Strategy

Establish Low Cost Position in Markets

The Company seeks to continuously reduce the cost of its
products and services in order to establish a position as a low cost
provider in its markets. This strategy requires that all internal
operations of the Company be focused on continual productivity
improvements. For example, the Company is committed to the continued
implementation of the Restructuring Program. Reductions in fixed costs
resulting from the Restructuring Program, if achieved, will lower the
Company's "break-even" point, or the amount of contracting business which
is required to cover fixed overhead and administrative costs. An example
is the reorganization of the Company's multiple procurement departments
into a single function. This focused the Company's considerable worldwide
expertise in pursuing economies of scale in purchasing raw materials and in
leveraging supplier relationships. Other initiatives include:

- the redesign of the Company's employee compensation and
benefit packages to reward productivity improvements and
provide incentives which align employee interests with those
of shareholders;

- the installation of global project and financial management
software aimed at improving project controls and the
installation of a cost estimating system aimed at improving
the accuracy and completeness of estimates;

- the implementation of interactive computer aided design
("CAD") technology, aimed at improving design, procurement
and fabrication efficiency; and

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- the centralized management of the Company's worldwide
equipment fleet as part of the Restructuring Program, aimed
at both operating cost reductions and capital savings for
the Company.

Leverage the Global Organization

Prior to 1995 the Company operated worldwide as six separate,
decentralized and relatively self-contained business units, with
independent management and administrative support services. These units
are being reorganized to operate as a single global business, with a number
of strategic advantages including:

- establishment of a consistent interface with global
customers and improved marketing of product lines across all
geographic areas where the Company offers its products and
services;

- streamlining of administrative functions including
procurement, accounting and systems support;

- improvement in the planning and optimal utilization of
personnel and equipment on a global basis; and

- facilitating the development and introduction of new product
designs around the world.

Geographic Expansion

The Company has significant international operations. The
Company believes that its ability to rapidly mobilize project management
and skilled craft personnel virtually anywhere in the world, combined with
global material supply and equipment logistics, provides additional
opportunities to market its products and services in a number of countries
where the Company has not yet had significant operations, including China,
the former Soviet Union, India, Mexico and Argentina. Each of these
countries is expected to have demand for products and services of the type
offered by the Company. Increasing energy needs in the developing world
also provide significant opportunities for the Company as energy
development, refining and storage become increasingly important to the
development of these countries. Specific plans are in place to seek to
take advantage of these opportunities and aggressively pursue business in
both existing and new geographic markets. The Company believes that its
ability, through its geographic subsidiaries, to provide consistent
products and services on a timely basis

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in a global marketplace will continue to provide it with a competitive
advantage.

Capitalize on Core Competencies

The Company seeks to leverage its core competencies into
growth opportunities for more projects. Moreover, the Company will enhance
this position by utilizing its established customer base and reputation,
along with solid name recognition. The Company believes that its ongoing
Restructuring Program already has made it more competitive and will allow
it to bid successfully on a broader scope of projects for additional target
customers.

For more than 65 years, the Company has been able to complete
logistically and technically complex metal plate projects in some of the
most remote areas of the world. This ability to mobilize a technically
capable team of engineers, supervisors and craftsmen and to apply the
Company's extensive know-how anywhere in the world differentiates the
Company from its competitors and illustrates the depth and quality of the
Company's technical resources which support its global operations.

The Company's current customer base includes a wide variety of
worldwide industrial and governmental customers. Customers in the
petrochemical, petroleum and refining, chemical, electric and gas utility,
industrial gas, steel, natural gas, pulp and paper, food and beverage,
wastewater, natural gas, and terminaling industries utilize a broad cross-
section of the Company's products and services. See "-- Core
Competencies."

Implement Improved Financial Controls and Measures

Optimizing the Company's resources will require superior
controls and systems including those which support cost estimating, bidding
and project execution, all of which are key factors in the financial
performance of the Company. The Company believes that implementation of
new systems, which are part of the Restructuring Program, will improve the
management of project profitability. The new systems will allow for
project economics to be evaluated on a centralized basis and under various
risk and costing assumptions. Management intends for nearly all fixed
costs to be allocated to projects and believes that the new systems provide
tools and strategic capabilities to achieve this.

In addition, the Company believes that the development of new
financial systems will improve cash management,

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return on invested capital, and its ability to assess risk and returns on
contract opportunities.

Develop Partnering Relationships and Alliances

An important strategy for the Company is to look to grow
through the use of partnering and strategic alliances. The Company seeks
to establish new partnering relationships with customers whose ongoing
needs for the Company's resources, technical skills and know-how will
provide competitive advantages for both partners. These relationships
create an opportunity for mutual problem-solving and serve as a vehicle for
continuous improvements in quality, productivity and profitability for both
parties. The Company currently has a number of such partnering
relationships including several with major international oil companies.
The Company believes that these companies select CB&I as a preferred
supplier in order to save significant costs in building and operating
tankage and related systems.

Additional opportunities are present in the area of strategic
alliances with selected vendors and suppliers. Strategic alliances,
similar to the partnering agreements, are relationships involving a mutual
sharing of technical expertise. Alliances are intended to pool resources
so that both parties become more competitive in product, service and geo-
graphic areas. The Company seeks to develop a limited number of key
strategic alliances in the global marketplace where both businesses will
benefit as a result of the alliance.

Pursue Potential Acquisitions

The Company is focused on internal growth and is not currently
contemplating any acquisitions. However, if opportunities arise, the
Company may pursue acquisitions which it believes are worthwhile.

Core Competencies

The Company's core competencies are technological expertise,
project management, global field erection, global procurement relationships
and safety performance. The Company believes that these core competencies
enable the Company to safely erect its product lines anywhere in the world
to the highest quality standards on a profitable basis at competitive
prices.

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Technological Expertise

The Company has a history of leadership in technological
development and continues its technology focus in the following areas:

Design Engineering. The Company's design engineers have
thorough knowledge of a broad range of technical standards involving the
design, forming and joining of metal plate structures and their related
systems, including standards established by the American Petroleum
Institute, the American National Standards Institute, the American Society
of Testing and Materials, the American Water Works Association and British
Standards. Senior engineers of the Company serve on numerous code
committees where industry standards are developed. Such engineers have
extensive knowledge of and expertise in materials evaluation, emissions
control from storage tanks, fracture mechanics, buckling and fatigue
analysis, product testing and the designs of stable structures that can be
safely erected. For its low temperature and cryogenic and flat bottom tank
turnkey terminal products, the Company uses sophisticated computerized
design packages to optimize plant layouts and process flows. These
packages deal with integrated plant modeling, three-dimensional CAD, pipe
network flow, interactive piping stress and structural analysis, site works
and scheduling. In 1996, the Company implemented an interactive CAD rules-
based design system, which has brought significant cost benefits to the
engineering of and procurement for elevated tanks and is also expected to
bring significant corresponding cost benefits to flat bottom tanks, the
Company's largest product line. The Rules Based Product Definition System
("RBPDS") is a tool which produces designs and technical documents for the
Company's storage tank and elevated water tank products. It is based on
industry and Company-established proprietary rules programmed into the
system by the Company's senior estimating, product and technical experts.

Construction. Inherent in the Company's competency in field
erection is its longtime experience in constructability of steel plate
structures. Sequences of erection to maintain structural stability,
welding sequences to minimize stresses and distortion and techniques to
optimize crew efficiency are all key to safe and quality construction of
the Company's product lines. Rigging and heavy lifting are also skill-
based activities that enable the Company to perform complex, heavy work in
congested work areas.

The Company utilizes in many of its projects specially designed
custom erection equipment, such as the S-70 derrick, for constructing the
Company's various products. The

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Company has extensive knowledge of and expertise in heavy lift planning and
rigging, a core skill in performing refinery turnarounds and in the
construction of field erected pressure vessels.

Metallurgy. The Company has actively participated with the
development of low carbon and alloy steels for metal plate applications
throughout its history. Working with steel suppliers and customer
technical groups, steel plate specifications have been developed, tested
and implemented for specific applications which include: fracture
toughness for low temperature storage, hydrogen cracking resistance for
refinery pressure vessels, low hardness corrosion resistance for storage of
petroleum products with sulfur content and improved weldability under field
conditions.

Welding and Quality Assurance. The Company has maintained a
welding laboratory since 1945, whose mission has been to insure that
welding procedures and materials provide the proper fusion and hardness for
the structures it constructs. Laboratory studies also enable the Company
to design structures using the latest high strength and corrosion resistant
steels that are suitable for use in the Company's product lines. The
Company is also involved in welding material evaluation and testing,
welding procedure qualification, welding process evaluation and testing,
non-destructive examination, post-weld heat treatment of both shop
constructed and field erected structures and welding supervisor training.

The corporate quality assurance group oversees corporate
quality assurance programs, internal and external audits, ASME and NBIC
authorizations, ISO 9001 programs, welder certification to ASME Section IX,
Non-Destructive Examination Inspector Certification to SNT-TC-IA, and
development of project specific quality assurance and quality control
programs.

Project Management

A key factor in the Company's success has been its ability to
rapidly mobilize project management and craft personnel, materials,
supplies and equipment virtually anywhere in the world. The Company's
strategically located subsidiary and regional offices enable it to
effectively manage the logistics of getting equipment, materials, and
skilled personnel to projects. Generally, a high percentage of the
Company's skilled craft personnel is local to the projects. The Company
manages its work with advanced scheduling tools and is currently
implementing new project management software on a

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worldwide basis for further improvement of project cost management and
controls.

Global Field Erection

The Company believes it is a leader in global field erection
because of its project management and technological expertise. In
addition, the Company believes that its success in this area is enhanced by
its experienced field supervision. The Company recruits, develops and
maintains ongoing training programs for field supervision of many
nationalities around the world. Supervisory personnel generally travel to
the Company's project locations around the world and are kept regularly
employed, thus aiding the Company in achieving its goal of consistent and
high quality performance on all of its projects. Additionally, a high
percentage of the Company's skilled craft personnel are local to the
project location and the Company seeks to draw its pool of future
supervisory personnel from that local pool.

Global Procurement Relationships

The Company has established relationships with suppliers
throughout the world. The Company's operating units engage in the global
sourcing and management of job site delivery of the key components in its
products, including but not limited to fabricated steel plate, piping and
valves, welding materials and rotating equipment.

Safety

The Company's senior management places a great deal of emphasis
on safety, with numerous accident prevention programs designed and managed
by its corporate safety group. For each of the last seven years, the
Company has improved its total recordable incident rate from the previous
year, as measured by standards established by the Occupation Safety and
Health Administration. These records have been achieved through prevention
based programs, risk evaluation, job specific safety training, employee
behavior management, incident investigation and job site safety audits, and
supervisory incentive programs which include accident prevention goals.

Restructuring

The Company has been restructured to operate as a single
organization. In the past, the Company had functioned as six separate,
decentralized and relatively self-contained business units, defined
geographically. This structure caused duplication and inefficiencies and
made it difficult to

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effectively marshall all of the Company's resources on various projects
around the world. In 1994, the Company initiated an extensive
Restructuring Program to clarify the Company's vision, streamline processes
and workflow, establish meaningful measures of performance and determine a
more appropriate infrastructure. In 1996, new management accelerated and
refocused the Restructuring Program, resulting in functional organizational
changes, including the centralization of key functions such as procurement,
equipment and personnel mobilization, and critical financial functions,
while maintaining the ability to perform field construction using the labor
approach best suited for each project. Moreover, several offices and
facilities were closed and the number of employees was reduced to better
match requirements. The Company believes that implementation of the
Restructuring Program has already resulted in cost savings of approximately
$7.2 million in the first nine months of 1996 over the comparable period in
1995. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview -- Restructuring Program."

Additionally, the Company is in the process of implementing a
new global project management and financial software package, which the
Company believes will improve the standardization and availability of key
information.

Product Lines

The Company is engaged in various product lines within its
geographic regions. These product lines are:

Flat Bottom Tanks. The Company has been designing and
constructing flat bottom tanks since the late 1890s. Some of the first
tanks were built of riveted carbon steel ranging in size from 20 feet to
100 feet in diameter. Today, welded tanks have been constructed up to 410
feet in diameter, with a capacity of 1-1/2 million barrels. These above-
ground storage tanks continue to be sold primarily to customers operating
in the petroleum, petrochemical and chemical industries around the world.
This industrial customer group includes nearly all the major oil and
chemical companies on every continent. In addition, depending on the
industry and application, flat bottom tanks can be used for storage of
crude, refined products such as gasoline, raw water, potable water,
chemicals and a large variety of feed stocks for the manufacturing
industry.

The international, industrial marketplace for flat bottom tanks
provides a steady source of sales opportunities for the Company in areas
such as the Middle East, Southeast Asia, the Pacific Rim and Central and
South America. Other regions, such as North America, Africa and Australia,
where the

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storage tank market was estimated in a recent report by Hydrocarbon
Processing Magazine (the "Hydrocarbon Report") to be approximately $1.5
billion per year, will remain important regions with steady market share
growth opportunities. The Company believes that additional market
opportunities exist for products of such nature in China, the former Soviet
Union, India and other developing nations throughout the world.

Elevated Tanks. The Company has been constructing elevated
water storage tanks since 1894. Elevated water storage tanks are
constructed primarily of bent, formed and shaped carbon steel plates welded
together on site. They range in size from 25 thousand gallons to three
million gallons in capacity. The Company's share of the U.S. municipal
potable water utilities market, over the three-year period ended
December 31, 1995, was an aggregate of approximately 33% of a market
estimated by the Company to be approximately $120 million in each of such
years.

The Company's improved designs and automatic welding
capabilities present additional opportunities for this product line's
growth. Shifting population centers throughout the U.S. as well as
increases in global population also present additional growth opportunities
for the Company with this product line.

Low Temperature and Cryogenic Structures and Systems. The
Company is recognized as a highly capable designer and contractor of low
temperature cryogenic structures and systems. These structures are used
primarily for the storage of refrigerated gas. The Company specializes in
providing turnkey tanks and systems built from alloy steel or aluminum with
special characteristics to withstand cold temperatures. Applications
extend from low temperature (+30 degrees F to -100 degrees F) to cryogenic
(-100 degrees F to -423 degrees F). Customers in the petroleum, chemical,
petrochemical, natural gas, power generation and agricultural industries
use these systems to store and handle liquid petroleum gas ("LPG"),
propane, propylene, butane, butadiene, anhydrous ammonia, liquid natural
gas ("LNG"), methane, ethylene, ethane, oxygen, nitrogen and hydrogen.

Although data on the global market is difficult to obtain,
based on the Hydrocarbon Report, the Company believes that projects around
the world will provide growth opportunities for sales of products and
services of the type offered by the Company for these and related products
in 1997. The report indicates that growth in the chemical, petrochemical
and gas processing projects should continue with development especially
active in areas such as the Asia Pacific.

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Pressure Vessels. The Company has constructed over 3,500
spheres including the world's largest sphere at 225 feet in diameter.
Pressure vessels are built primarily from high strength carbon steel plates
which have been shaped and formed in a fabrication shop to be welded
together at a job site. Pressure vessels, other than spheres, come in a
variety of cylindrical, hemispherical and conical shapes and sizes, some
weighing in excess of 700 tons, with thicknesses in excess of 3 feet. A
number of technological issues such as design, analysis, welding
capabilities, metallurgy, complex fabrication and specialty erection
methods all figure prominently into the marketing of this product line.
Existing customers represent a cross-section of the petroleum,
petrochemical and chemical industries where process applications of high
pressure and/or temperature are required. Pressure vessels are used in
refineries as storage containers (spheres) as well as process vessels
helping to transform crude oil and its various components. They are also
used in the production of synthetic oil from methane gas. The Company has
built and tested vessels in North and South America, Africa, Asia, the
Middle East and the Pacific Rim, and the Company believes that opportunity
for growth remains in the Middle East, Southeast Asia, Central/South
America and the Pacific Rim.

Repairs and Modifications. Repair, maintenance and
modification services are performed primarily on flat bottom tanks and
pressure vessels. Demand for repair, maintenance and modification services
is driven primarily by the natural aging of tanks and the need to comply
with environmental regulations. Pressure vessels and their associated
systems function in conditions and environments where they must be serviced
on a more routine basis. This work is often performed as part of a turn-
around and is handled as a different product/service line due to its unique
requirements. Other product lines occasionally require this type of work
as well. The Company has focused on providing these services primarily in
the U.S. As other structures throughout the world age and require repair
services, the Company believes it will have additional growth opportunities
in areas that have a large concentration of steel storage tanks and
pressure vessels, such as South America, the Middle East, Australia, and
Asia Pacific.

Customers in the petroleum, chemical, petrochemical and water
industries normally require these types of services. Since the Company has
built a large number of the original structures requiring normal
service/repair, the Company has an advantage over its competitors to obtain
this service and repair work when it becomes available.

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Turnarounds. The Company has provided this line since the
early 1950s. A turnaround is a logistically planned shut down of a
refinery or other process unit for repair and maintenance of its equipment
and associated systems. The work is usually scheduled on a multi-shift,
seven day per work week basis. Personnel, materials, and equipment must
come together at precisely the right time to accomplish this manpower
intensive operation. The product line depends upon low cycle time and
unique construction procedures. The Company currently offers this service
to its customers in the petroleum, petrochemical and chemical industries
located in North and South America and the Caribbean.

In the international marketplace, areas of growth for this
product line have been identified in South America, Southeast Asia, Africa
and the Middle East.

Specialty and Other Structures. Since the Company's inception,
it has been designing and fabricating special plate structures. Examples
of these special plate structures include research and test facilities for
customers testing prototype spacecraft and rocket engines, vacuum testing
satellites before launch, hydro-electric structures such as penstocks,
spiral cases and draft tubes, ship components and offshore oil storage
structures. These structures are typically made from bent and formed plate
materials (carbon steel, stainless and exotic steel and aluminum) and are
shipped as fabricated components to their final location for field welding
and assembly. The Company has performed design, constructability analysis,
complex fabrication, welding and specialized erection in supplying these
special projects for industrial, utility and governmental customers
throughout the world.

Geographic Markets

The Company operates in diverse global markets. Approximately
49% and 48% of its revenues for 1995, and the first nine months of 1996,
respectively, and 37% and 67% of new business taken for the same periods,
were derived from operations outside of the United States. The Company's
operations are conducted through regional sales and operations offices,
fabrication facilities, and warehouses. The Company also owns and leases a
number of field construction offices and equipment maintenance centers
located throughout the world. Historical revenue contributions from the
four major geographic regions where the Company operates have been as
follows:

Revenues (in millions) 1995 1994 1993
---- ---- ----
North America $318 $416 $400
Central and South America 54 119 71

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Europe, Africa, Middle East 111 113 112
Asia Pacific 139 115 98
---- ---- ----
$622 $763 $681
==== ==== ====
For a discussion of certain risks associated with international
operations and with currency fluctuations, see "Risk Factors -- Risks of
International Operations."

Contracting Methods

The Company generally uses one of three types of contracting
approaches depending upon the type of work, the degree of workscope
definition and the degree of risk in the project.

Lump Sum Pricing. The Company's expertise in performing its
design and construction services enables it to contract for the vast
majority of its work on a lump sum basis, using price adjustment clauses
and where appropriate, cost escalation and contingency factors in its
pricing. This method may be used for competitive situations or negotiated
contracts.

Cost Reimbursable Pricing. In instances where the degree of
definition of the workscope, schedule requirements or the evaluation of
risk does not allow for the use of lump sum pricing, the Company may choose
to contract only on a cost reimbursable basis. Contracts of this nature
may or may not have cost incentive provisions.

Target Lump Sum Pricing. This approach is often used with the
Company's partnering customers. The Company and the customer establish a
target, based on the parties' estimate of the total installed cost of a
project. Cost savings or overruns are then shared by the Company and the
customer, thereby encouraging total alignment of both parties with respect
to cost effective completion of the project.

Backlog

The Company's backlog of work yet to be completed was
approximately $456.6 million at September 30, 1996, approximately $393.4
million at September 30, 1995, $470.2 million at December 31, 1995 and
approximately $323.3 million at December 31, 1994. Approximately 70% of
the backlog as of December 31, 1995 is forecasted to be completed during
1996.

Customers

The Company serves a wide range of industries where product and
service needs match well with the Company's core

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competencies in metal plate forming and joining. The Company believes that
its metallurgy and welding expertise, field erection capability and highly-
skilled mobile work force differentiate the Company from its competitors.
These industries include petroleum, petrochemical, chemical, electric and
gas utilities, pulp and paper, and metals and mining. The Company's
customers include private industrial owners as well as governmental
entities; engineering, procurement and construction companies servicing
these owners and entities; and other service companies operating in these
industries.

The Company believes that its services are particularly suited
to projects requiring timely completion, high quality and technical
standards within its areas of technical expertise and execution in
difficult operating environments at attractive prices. The Company
continually seeks new applications for its products and services within its
areas of expertise and core competencies.

The Company is not dependent on any single customer on an
ongoing basis and the loss of any single customer would not have a material
adverse effect on the business; however, from time to time a particular
contract or customer may account for a significant portion of the Company's
backlog.

Competition

Management believes the Company can compete effectively for new
construction projects around the world and that it is among the top
competitors in its markets. Competition is based primarily on performance
and the ability to provide the design, engineering, fabrication, project
management and construction capabilities required to complete projects in a
timely and cost-efficient manner. Price, quality, reputation and
timeliness of completion are the principal competitive factors within the
industry. In addition, the Company believes that it is viewed as a local
contractor in many of the regions it services by virtue of its long term
presence and participation in those markets. This may translate into a
competitive advantage through knowledge of local vendors and suppliers, as
well as local labor markets and supervisory personnel. Several large
companies offer metal plate products which compete with some, but not all,
of those of the Company. Some companies compete with some of the Company's
product lines while also offering other product lines. Local and regional
companies offer competition in one or more geographical areas but not in
other areas where the Company operates. Because reliable market share data
are not available, it is difficult to state the Company's exact position in
the industry. The Company believes its position is among the leaders in
the field.

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Raw Materials

The principal raw materials used by the Company are metal plate
and structural steel. These materials are available from numerous U.S. and
international suppliers. The Company does not anticipate having difficulty
in obtaining adequate amounts of raw materials.

Employees

As of September 30, 1996, the Company employed 5,532 people.
Approximately 50% of the Company's employees are not U.S. citizens,
reflecting the global nature of the Company's business. The employee group
of the Company varies significantly based on the scope, nature and volume
of the work flow at any given time. Included in this group are
approximately 1,500 salaried personnel located around the world who are
primarily engaged in sales, engineering, construction and administrative
activities. Also included are approximately 800 skilled craftsmen in the
U.S. who while engaged on a job by job basis, tend to build a career with
CB&I by moving from project to project. The remainder of the Company's
workforce consists of hourly personnel, whose number fluctuates directly in
relation to the amount of business performed by the Company.

Facilities

The Company owns or leases the properties used to conduct its
business. The capacities of these facilities depend upon the composition
of products being fabricated and constructed. As the product composition
is constantly changing, the extent of utilization of these facilities
cannot be accurately stated. The Company believes these facilities are
adequate to meet its current requirements. The following list summarizes
the principal properties:

Location Type of Facility Interest

Houston, Texas Fabrication plant, Owned
warehouse and office

Plainfield, Illinois Engineering, operations Owned
and administration

Kankakee, Illinois(1) Fabrication plant, Owned
warehouse and office

Fort Saskatchewan, Warehouse and office Owned
Canada

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Dubai, United Arab Engineering, operations Leased
Emirates and administration

Puerto Ordaz, Fabrication facility and Leased
Venezuela warehouse

Kwinana, Australia Fabrication facility, Leased
warehouse, and office

Ao Udom, Thailand Fabrication facility Leased

Batangas, Philippines Fabrication facility and Leased
warehouse

Cilegon, Indonesia Fabrication plant and Leased
warehouse

Al Aujam, Saudi Arabia Fabrication plant and Leased
warehouse

Jebel Ali, United Warehouse Leased
Arab Emirates

Secunda, South Africa Fabrication plant and Leased
warehouse

_______________

(1) As previously announced, the Company plans to discontinue fabrication
and warehouse operations at the Kankakee facility during the first
half of 1997. Kankakee office functions are expected to be relocated
to a leased facility in the Kankakee area. The cost and benefit of
this discontinuance are included as part of the Restructuring
Program.

The Company also owns or leases a number of sales,
administrative and field construction offices, warehouses and equipment
maintenance centers strategically located throughout the world.

Governmental Regulations

General

Many aspects of the Company's operations are subject to
government regulations in the countries in which the Company operates,
including those relating to currency conversion and repatriation, taxation
of its earnings and earnings of its personnel, and its use of local
employees and suppliers. In

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recent years demand from the worldwide petroleum and petrochemical industry
has been the largest sector of the Company's revenues, and the Company is
therefore affected by changing taxes, price controls and laws and
regulations relating to the petroleum and petrochemical industries
generally. The Company's operations are also subject to the risk of
changes in national, federal, state and local laws and policies which may
impose restrictions on the Company, including trade restrictions, which
could have a material adverse effect on the Company's business, financial
condition and results of operations. Other types of government regulation
which could, if enacted or implemented, materially and adversely affect the
Company's operations include expropriation or nationalization decrees,
confiscatory tax systems, primary or secondary boycotts directed at
specific countries or companies, embargoes, extensive import restrictions
or other trade barriers, mandatory sourcing rules and unrealistically high
labor rate and fuel price regulation. The Company cannot determine to what
extent future operations and earnings of the Company may be affected by new
legislation, new regulations or changes in or new interpretations of
existing regulations.

Environmental

The Company's operations and properties are affected by
numerous national, federal, state and local environmental protection laws
and regulations, such as those governing discharges into air and water, as
well as handling and disposal of solid and hazardous wastes. The
requirements of these laws and regulations have tended to become
increasingly stringent, complex and costly to comply with. In addition,
the Company may be subject to claims alleging personal injury or property
damage as a result of alleged exposure to hazardous substances. The
Company is not aware of any non-compliance with environmental laws that
could have a material adverse effect on the Company's business or
operations. However, there can be no assurance that such laws, regulations
or their interpretation will not change in the future in a manner that
could materially and adversely affect the Company.

Certain environmental laws, such as CERCLA, provide for strict
and joint and several liability for investigation and remediation of spills
and other releases of hazardous substances. Such laws may apply to
conditions at properties presently or formerly owned or operated by an
entity or its predecessors, as well as to conditions at properties at which
wastes or other contamination attributable to an entity or its predecessors
come to be located. The Company's facilities have operated for many years,
and substances which are or might be considered hazardous were used and
disposed of at some

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locations, which will or may require the Company to make expenditures for
remediation. In addition, the Company has agreed to indemnify parties to
whom it has sold facilities for certain environmental liabilities arising
from acts occurring before the dates on which those facilities were
transferred. However, the Company does not anticipate incurring material
capital expenditures for environmental controls or for investigation or
remediation of environmental conditions during the current or succeeding
fiscal year. Nevertheless, the Company can give no assurance that it, or
entities for which it may be responsible, will not incur liability in
connection with the investigation and remediation of facilities it
currently owns or operates (or formerly owned or operated) or other
locations in a manner that could materially and adversely affect the
Company.

Along with multiple other parties, a subsidiary of the Company
is currently identified as a potentially responsible party (a "PRP") under
CERCLA and analogous state laws at several sites as a generator of wastes
disposed of at such sites. While CERCLA imposes joint and several
liability on responsible parties, liability for each site is likely to be
apportioned among the parties. In addition, a subsidiary of the Company is
currently identified as a PRP at several sites in connection with its
position as a former corporate shareholder of a wood treating company. The
Company does not believe that its potential liability in connection with
these sites, either individually or in the aggregate, will have a material
adverse effect on the Company's business, financial condition and results
of operations. See "-- Legal Proceedings and Insurance."

The Company's business sometimes involves working around and
with volatile and hazardous substances, which exposes it to risks of
liability for personal injury or property damage caused by any release,
spill, or other accident involving such substances that occurs as a result
of the conduct of its business. The Company and others in its industry
have been unable to obtain adequate environmental damage or pollution
insurance at a reasonable cost. Although the Company maintains general
liability insurance, this insurance is subject to coverage limitations,
deductibles and exclusions and may exclude coverage for losses or
liabilities relating to pollution damage. Therefore, there can be no
assurance that liabilities that may be incurred by the Company will be
covered by its insurance policies, or if covered, that the dollar amount of
such liabilities will not exceed the Company's policy limits. Even a
partially uninsured claim, if successful and of significant magnitude,
could have a material adverse effect on

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the Company's business, financial condition and results of operations.

It is possible that environmental liabilities in addition to
those described above may arise in the future. The precise costs
associated with such liabilities are difficult to predict at this time.

The Company believes that it has taken a proactive approach to
management of environmental liabilities and minimization of environmental
impacts. The Company's program includes, among other things, formal
environmental training for employees and an auditing program to assist the
Company's facilities in complying with environmental regulations and
identifying potential environmental liabilities. Furthermore, the Company
has implemented management procedures designed to reduce the generation of
hazardous waste and the on-site use and storage of hazardous chemicals and
to prevent exposure to such substances. The Company believes the continued
development and maintenance of its environmental program will continue to
reduce the potential for unanticipated expenditures for environmental
remediation and compliance.

Legal Proceedings and Insurance

A subsidiary of the Company was a minority shareholder from
1934 to 1954 in a company which owned or operated at various times several
wood treating facilities at sites in the United States, some of which are
currently under investigation, monitoring or remediation under various
environmental laws. With respect to some of these sites, the Company has
been named as a PRP under CERCLA and similar state laws. Without admitting
any liability, the Company has entered into a consent decree with the
federal government regarding one of these sites and has had an
administrative order issued against it that could impose cleanup
obligations on the Company with respect to another. There can be no
assurance that the Company will not be required to clean up one or more of
these sites pursuant to agency directives or court orders. The Company has
been involved in litigation concerning environmental liabilities, which are
currently undeterminable, in connection with certain of those sites. The
Company denies any liability for each site and believes that the successors
to the wood treating business are responsible for the costs of remediation
of the sites. Without admitting any liability, the Company has reached
settlements for environmental clean-up at most of the sites. In July 1996,
a judgment in favor of the Company was entered in the suit Aluminum Company
of America v. Beazer East, Inc. v. Chicago Bridge & Iron Company,
instituted in January 1991 before the U.S. District Court for the Western
District of

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Pennsylvania. In July 1996, Beazer East, Inc. filed an appeal which is
currently pending before the United States Court of Appeals for the Third
Circuit. Although the Company believes that it will be successful in such
appeal and that such settlements and any remaining potential liability will
not be material, there can be no assurance that the Company will be suc-
cessful in upholding the judgment in its favor or that such settlements and
any remaining potential liability will not have a materially adverse effect
on its business, financial condition and results of operations.

In 1991, CBI Na-Con, Inc. ("CBI Na-Con"), a subsidiary of the
Company, installed a catalyst cooler bundle at Fina Oil & Chemical
Company's ("Fina") Port Arthur, Texas refinery. In July of 1991, Fina
determined that the catalyst cooler bundle was defective and had it
replaced. Fina is seeking approximately $20 million in damages for loss of
use of Fina's catalyst cracking unit and the cost of replacement of the
catalyst cooler bundle. On June 28, 1993, Fina filed a complaint against
CBI Na-Con before the district Court of Harris County, Texas in Fina Oil &
Chemical Company vs. CBI Na-Con, Inc. et al. The Company denies that it is
liable. While the Company believes that it will eventually prevail in the
lawsuit, there can be no assurance that if the Company is finally
determined to be liable for all or a portion of any damages payable, that
such liability will not have a materially adverse effect on the Company's
business, financial condition and results of operations.

In addition to the above lawsuits, the Company is a defendant
in other lawsuits arising in the normal course of its business. While it
is impossible at this time to determine with certainty the ultimate outcome
of these other lawsuits, the Company's management believes that adequate
provisions have been made for probable losses with respect thereto as best
as can be determined at this time and that the ultimate outcome, after
provisions therefor, will not have a material adverse effect on the
Company's business, financial condition and results of operations. The
adequacy of reserves applicable to the potential costs of being engaged in
litigation and potential liabilities resulting from litigation are reviewed
as developments in the litigation warrant. See Note 7 to the Consolidated
Financial Statements included elsewhere in this Prospectus.

Furthermore, construction and heavy equipment involve a high
degree of operational risk. Natural disasters, adverse weather conditions
and operator error can cause personal injury or loss of life, severe damage
to and destruction of property and equipment and suspension of operations.
Litigation arising

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from such an occurrence may result in the Company being named as a
defendant in lawsuits asserting substantial claims. The Company maintains
risk management, insurance and safety programs that seek to mitigate the
effects of loss or damage. Such programs have generally resulted in
favorable loss ratios and cost savings. See "Risk Factors -- Operating
Risks."

CERTAIN TRANSACTIONS; RELATIONSHIP WITH PRAXAIR

In the first quarter of 1996 Praxair acquired all of the
outstanding common stock of Industries in order to acquire the business of
Liquid Carbonic, Inc. At that time, Praxair announced its intention to
divest the businesses of Industries that were not strategic to Praxair,
including the Company.

At or prior to the Offering, the Company will enter into
agreements with Praxair and certain of Praxair's affiliates for certain
cross-indemnities, principally to place financial responsibility for the
Company's business with the Company and its affiliates and to place
financial responsibility for other Praxair businesses with Praxair and its
other affiliates. Exceptions to this arrangement are in the areas of
. The Company and Praxair will also enter into an agreement
whereby until , Praxair will be entitled to recommend the nomination
of certain of its designees as supervisory directors of the Issuer. At the
time of the Offering, the designees of Praxair serving on the Supervisory
Board will be .

Revenues from Affiliates

The Company has provided in the past and continues to provide
services to Praxair and its affiliates and to Industries and its affiliates
for the construction and expansion of facilities and for certain repair and
maintenance work. During the year ended December 31, 1995, the Company
recorded revenues from affiliates of $40.4 million from such services.
Gross profit, net of overhead costs, were $5.5 million for the year ended
December 31, 1995. The Company believes that these revenues and gross
profits approximate those of similar services provided to independent third
parties.

Corporate Services

Industries has provided in the past certain support services to
the Company including legal, finance, tax, human resources, information
services, research and development and risk management. These charges were
allocated by Industries to the Company based on various methods which the
Company believes reasonably approximate the actual costs incurred. The

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allocations recorded by the Company for these corporate services in the
accompanying consolidated income statements were approximately $10.0
million for the year ended December 31, 1995. The amounts allocated by
Industries are not necessarily indicative of the actual costs which may
have been incurred had the Company operated as an entity unaffiliated with
Industries. However, the Company believes that the allocation is
reasonable and in accordance with the Securities and Exchange Commission's
Staff Accounting Bulletin No. 55. Upon consummation of the Offering,
Praxair will provide certain of these services for an interim period, after
which the Company will perform such services or obtain such services
elsewhere. See "Risk Factors -- New Status as Independent Entity" and
"-- Separation Agreement."

Corporate Reorganization

Prior to the consummation of the Offering, the Selling
Shareholder and certain of its subsidiaries will consummate the
Reorganization whereby (i) CBIC, which is currently a direct subsidiary of
the Selling Shareholder (which is also the immediate parent of the Issuer),
will declare and pay a dividend of approximately $ million to the
Selling Shareholder; (ii) the shares of substantially all of the Issuer's
non-U.S. subsidiaries will be transferred by dividend to the Selling
Shareholder and contributed to the Issuer in exchange for additional Common
Shares of the Issuer and then contributed by the Company to CBICBV; and
(iii) the Selling Shareholder will contribute the shares of CBIC to the
Issuer in exchange for additional Common Shares of the Issuer.

Tax Disaffiliation Agreement

Prior to the Reorganization, the Issuer and Praxair will enter
into a tax disaffiliation agreement (the "Tax Disaffiliation Agreement")
relating to various tax matters including the allocation of liabilities and
credits relating to periods before the completion of the Reorganization.
In particular, the Issuer will indemnify Praxair for liabilities for non-
income taxes arising with respect to periods prior to the Reorganization
and for income taxes arising with respect to periods prior to the
Reorganization based on, among other things, the subsequent disallowance of
research and development credits claimed by the Company for past periods or
of other tax benefit items of the Company for past periods to the extent
that such other tax benefit items are available to reduce the taxes of the
Company for any period after the Reorganization.

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Separation Agreement

At or prior to the Offering, the Company will also enter into
agreements (collectively, the "Separation Agreement") with Praxair fixing
the Company's on-going responsibility for employee benefit matters, goods
and services, access and retention of records, technology and intellectual
property rights, certain indemnification arrangements and other miscel-
laneous matters and providing for the interim provision of certain of the
services provided by Praxair and its subsidiaries. In addition, as part of
the Separation Agreement, Praxair and certain of its affiliates will enter
into bridging arrangements with the Company and its affiliates to permit
the orderly transfer of certain activities between Praxair and the Company
and into service arrangements for the sale on an arm's-length basis of
certain services to the Company and certain of its affiliates. Such
bridging and service arrangements are not expected to be material to either
the Company or Praxair.

Registration Rights Agreement

In addition to the Registration Statement of which this
Prospectus is a part, Praxair will have the right under a registration
rights agreement (the "Registration Rights Agreement") to request
additional registrations under the Securities Act for the sale of all or a
portion of the Common Shares held by the Selling Shareholder (or its
transferee), as well as the right to include such shares in registration
statements filed by the Issuer under the Securities Act for the sale of
shares by the Issuer. In the Registration Rights Agreement, the Issuer has
agreed to indemnify Praxair and any transferee in respect of certain
liabilities, including liabilities under the federal securities laws.

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<PAGE>
PRINCIPAL AND SELLING SHAREHOLDERS

The following table furnishes information, as of immediately
prior to and immediately following the closing of the Offering, with
respect to the number of Common Shares expected to be beneficially owned by
(i) each supervisory director of the Issuer and each executive officer of
CBIC and CBICBV (the Issuer has no executive officers), (ii) the Selling
Shareholder (who is the sole person owning more than 5% of the outstanding
Common Shares) and (iii) all supervisory directors of the Issuer and
executive officers of CBIC and CBICBV as a group.

Before the Offering After the Offering
---------------------------- ------------------------------
Shares Percent of Shares Percent of
Name and Address of Beneficially Shares Beneficially Shares
Beneficial Owner Owned Outstanding Owned(1) Outstanding(1)
- ------------------- -------------- ----------- ------------ --------------

Chi Bridge Holdings, Inc.,
c/o Praxair, Inc. ........... 100% %
39 Old Ridgebury Road
Danbury, CT 06810-5113
Gerald M. Glenn ............. 0 0% *
President and Chief
Executive Officer of CBIC,
Managing Director of CBICBV
Thomas L. Aldinger .......... 0 0% *
Vice President of CBIC
Stephen M. Duffy ............ 0 0% *
Vice President of CBIC
Timothy J. Wiggins .......... 0 0% *
Vice President of CBIC
Robert H. Wolfe ............. 0 0% *
Vice President, General
Counsel and Secretary of CBIC

Supervisory Director of the Issuer 0 0% *

Supervisory Director of the Issuer 0 0% *
All supervisory directors and
executive officers as a
group ( persons)......... 0 0% %

- --------------------
* Less than 1%

(1) Includes the maximum number of Common Shares expected to be purchased in
the Offering by the executive officers from the shares reserved by the
Underwriters for sale to officers and employees of the Company and certain
other persons associated with the Company and excludes Common Shares
issuable upon exercise of options to be granted under the Company's stock
option plans and Common Shares issuable upon exercise of the over-allotment
option granted to the Underwriters.

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MANAGEMENT

Supervisory Board

The general affairs and business of the Issuer and the board
which manages the Issuer (the "Management Board") are supervised by a board
appointed by shareholders (the "Supervisory Board").

The Issuer's Articles of Association (the "Articles of
Association") provide for one or more directors ("Supervisory Directors")
to serve on the Supervisory Board. Under the law of The Netherlands, a
Supervisory Director cannot be a member of the Management Board ("Managing
Directors") of the Issuer. The members of the Supervisory Board are
elected at the general shareholders' meeting by a majority of the votes
cast at the meeting. The Supervisory Board is authorized to make binding
nominations of two candidates for each position, with the candidate
receiving the greater number of votes being elected. Pursuant to an
agreement between Praxair and the Issuer, until Praxair is
entitled to recommend the nomination of directors such that there would be
Praxair designees serving as members of the Supervisory Board at any
given time. The shareholders may override the binding nomination of the
Supervisory Board by vote of two-thirds of the votes cast at the meeting if
such two-thirds vote constitutes more than one-half of the outstanding
share capital of the Issuer (a "two-thirds majority"). The members of the
Supervisory Board appoint a chairman of the Supervisory Board from among
the members of the Supervisory Board. Resolutions of the Supervisory Board
generally require the approval of a majority of its members. The
Supervisory Board meets upon the request of its Chairman or two or more of
its members or upon the request of the Management Board.

Members of the Supervisory Board must retire no later than at
the ordinary general meeting of shareholders held after a period of three
years following their appointment, but may be re-elected. Members of the
Supervisory Board are elected to serve three-year terms, with approximately
one-third of such members' terms expiring each year. The Issuer currently
has Supervisory Directors. Pursuant to the Articles of Association,
members of the Supervisory Board may be suspended or dismissed by the
general meeting of shareholders. The Supervisory Board may make a proposal
to the general meeting of shareholders for the suspension or dismissal of
one or more of its members. If such a proposal is made by the Supervisory
Board, a simple majority vote of the shareholders is required to effect a
suspension or dismissal. If no such proposal is made, a two-thirds
majority vote is required to effect a suspension

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or dismissal. The members of the Supervisory Board may receive such
compensation as may be authorized by the shareholders.

Management Board

The management of the Issuer is entrusted to the Management
Board under the supervision of the Supervisory Board. Under the Articles
of Association, the Supervisory Board may specify by resolution certain
actions by the Management Board that require the prior approval of the
Supervisory Board. No such resolution has yet been passed. Under the
Articles of Association, both proposals to amend the Articles of
Association, and proposals to legally merge or dissolve the Issuer require
the prior approval of the Supervisory Board.

The Articles of Association provide that the Management Board
shall consist of one or more members. The members of the Management Board
are elected for terms of indefinite duration upon a binding nomination of
the Supervisory Board and election at the general shareholders' meeting by
a majority of the votes cast at the meeting. The shareholders may override
the binding nomination of the Supervisory Board by a two-thirds majority
vote.

The general meeting of shareholders may suspend or dismiss one
or more members of the Management Board by a two-thirds majority vote. The
Supervisory Board may suspend members of the Management Board, but a
general meeting of shareholders must be convened within three months after
such suspension to either resolve upon the dismissal of the member or
reject the suspension. The Articles of Association provide that the
Supervisory Board shall, in the event of absence or inability to act of all
the members of the Management Board, be temporarily responsible for the
management of the Issuer. The Supervisory Board determines the
compensation and other terms and conditions of employment of the members of
the Management Board.

At the time of the Offering, the sole member of the Issuer's
Management Board will be CBICBV, a Netherlands private company. CBICBV is
the Company's principal holding company subsidiary for its non-U.S.
operations. Under Netherlands law, shareholder action is required in order
to appoint or dismiss a managing director. A corporate subsidiary of the
Issuer will serve as the sole member of its Management Board in order to
avoid the necessity of shareholder action on appointment and removal of
management personnel and to implement a management structure similar to
that of a United States corporation. Pursuant to CBICBV's Articles of
Association, the members of its management board or holders of a power of
attorney will have

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the authority to act on behalf of CBICBV. The managing directors of
CBICBV, each of whom is an employee or an officer of the Company or its
affiliates, have the authority to act on behalf of CBICBV.

Directors of the Issuer and Executive Officers of the Company

The following table sets forth certain information regarding
the Issuer's Supervisory Directors and executive officers of CBIC and
CBICBV. At the time of the Offering, as permitted under the law of The
Netherlands, the Issuer will not have executive officers. CBICBV will
serve as the Issuer's Management Board.

Name Age Position
- ------------------------ --- -----------------------------
Gerald M. Glenn 54 President and Chief Executive
Officer of CBIC, Managing
Director of CBICBV

Thomas L. Aldinger 45 Vice President - Business
Development and Operations of
CBIC

Stephen M. Duffy 46 Vice President - Human
Resources and Administration
of CBIC

Timothy J. Wiggins 40 Vice President - Treasurer and
Chief Financial Officer of
CBIC

Robert H. Wolfe 47 Vice President, General
Counsel and Secretary of CBIC

Supervisory Director of the
the Issuer

Gerald M. Glenn has been the President and Chief Executive
Officer of CBIC since May 1996 and a Managing Director of CBICBV since its
inception. From April 1994 to present Mr. Glenn has been a principal in
The Glenn Group LLC. From January 1991 to April 1994, Mr. Glenn served as
Group President - Fluor Daniel, Inc. Prior to the consummation of

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the Offering, Mr. Glenn will be appointed to serve as a Class director
of the Issuer, with a term expiring in .

Thomas L. Aldinger has been the Vice President - Business
Development and Operations of CBIC since January 1995. Prior to that time
from January 1993 to January 1995 Mr. Aldinger served as President of CBI
Services, Inc. and from January 1991 to January 1993 Mr. Aldinger served as
Vice President and Area General Manager for Europe, Africa and the Middle
East of CBIC.

Stephen M. Duffy has been Vice President - Human Resources and
Administration of CBIC since June 1996. Mr. Duffy was Vice President -
Human Resources and Administration of Industries since November 1991.

Timothy J. Wiggins has been Vice President - Treasurer and
Chief Financial Officer of CBIC since September 1996. From August 1993 to
September 1996, Mr. Wiggins was Executive Vice President - Finance and
Administration, Chief Financial Officer and Secretary and a director of
Fruehauf Trailer Corporation ("Fruehauf"), a publicly-held manufacturer of
truck trailers. Fruehauf filed a petition under the Federal bankruptcy
laws in October 1996. From May 1993 to August 1993, Mr. Wiggins was
employed by Glass & Associates, Inc., a turnaround and management
consulting firm. From 1988 to March 1993, Mr. Wiggins served Autodie
Corporation, a publicly-held manufacturer of large-scale stamping dies and
molds primarily for the automotive industry, in various executive
positions. Mr. Wiggins was promoted to Chief Executive Officer of Autodie
Corporation shortly after Autodie Corporation filed a petition under the
Federal bankruptcy laws.

Robert H. Wolfe has been the Vice President, General Counsel
and Secretary of CBIC since November 1996. Before that time, from June
1996 to November 1996, Mr. Wolfe served as a private consultant to Rust
Engineering & Construction Inc. ("Rust"). He served as Vice President,
General Counsel and Secretary to Rust from November 1993 to June 1996 and
as Associate General Counsel for that company from July 1988 to November
1993.

has been a Class Supervisory Director of the Issuer
since and has a term expiring in .

has been a Class Supervisory Director of the
Issuer since and has a term expiring in .

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1996 Executive Officer Compensation

The following table sets forth certain information regarding
compensation paid to CBIC's Chief Executive Officer and to each of the four
other most highly compensated executive officers of CBIC (the "named
executive officers"). Neither the Issuer nor CBICBV paid compensation to
executive officers in 1996.

SUMMARY COMPENSATION TABLE

Principal All Other
Position Year Salary(1) Bonus(2) Compensation
- --------- ---- --------- -------- ------------

Gerald M. Glenn 1996 $230,770 $
President and Chief
Executive Officer

Lewis E. Akin 1996 $ 43,750
Former President and
Chief Executive Officer

Thomas L. Aldinger 1996 $166,200 $ $15,638 (3)
Vice President -
Business Development
and Operations

Timothy Wiggins 1996 $ 59,230 $
Vice President -
Treasurer and Chief
Financial Officer

Stephen M. Duffy 1996 $ 89,230 $ $1,906 (3)
Vice President - Human
Resources and
Administration

Robert H. Wolfe 1996 $ 20,200 $
Vice President,
Secretary and
General Counsel

(1) Salary paid in 1996 for actual period of employment by the Company.
Mr. Akin terminated employment on January 12, 1996. Mr. Aldinger was
employed in his position during all of 1996. Messrs. Glenn, Wiggins,
Duffy and Wolfe commenced employment with the Company on the follow-
ing respective dates: Mr. Glenn - May 27, 1996; Mr. Wiggins - Sep-
tember 16, 1996; Mr. Duffy - June 1, 1996; and Mr. Wolfe -
November 18, 1996.

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(2) Mr. Glenn is eligible to receive a payment pursuant to the Company's
Variable Compensation Program for 1996, which program is described
below under "Compensation and Benefits -- 1996 CEO Incentive Compen-
sation." Messrs. Aldinger and Duffy are both eligible to receive
1996 Incentive Program payments, which program is described below
under "-- Compensation and Benefits -- Executive Compensation --
Annual Incentive Compensation." Messrs. Wiggins and Wolfe are eli-
gible to receive 1996 discretionary bonus payments based on individ-
ual and corporate performance. In addition, Messrs. Aldinger and
Duffy are both eligible to receive payments from the Company's 1996
Senior Management Incentive Program, which program is described below
under "-- Compensation and Benefits -- Executive Compensation --
Annual Incentive Compensation."

(3) The compensation reported for Messrs. Aldinger and Duffy is the dol-
lar value of "split dollar" life insurance benefits provided by CB&I
with respect to Mr. Aldinger and by a subsidiary of Praxair which is
not a subsidiary of the Issuer with respect to Mr. Duffy.

Compensation and Benefits

The Company's overall compensation and benefit strategy is to
provide programs which are competitive within its industry. The Company
believes that this strategy will give the Company the opportunity to
attract and retain the highly-skilled managerial, supervisory, technical,
sales and marketing personnel that are key to the Company's success. The
overall compensation and benefit packages offered by the Company are
intended to link the interests of executive officers and employees with
those of shareholders through the use of equity-based plans with a long-
term perspective, as well as short-term programs which allow employees and
executive officers to share in the rewards of improved performance. The
following is a brief description of the components of the Company's
compensation and benefits program.

1996 CEO Incentive Compensation

For 1996, as a part of his employment arrangement, Mr. Glenn
participated in a special, one time Variable Compensation Program, under
which he was eligible for a cash payment following the end of the year.
This payment was based on the achievement of goals of corporate operating
income set by Praxair for 1996. There were both threshold and maximum
goals of operating income set under the program. A minimum payment would
have been made if operating income equaled the threshold income goal, and a
maximum payment if the maximum goal was met or exceeded. Intermediate
amounts would have been paid on a directly proportional basis if operating
income was between the threshold and maximum goals. No payment was due if
the

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threshold goal was not achieved. Under this program, Mr. Glenn's potential
incentive payment could have ranged from 0% to 187.5% of his base salary.
In 1997, Mr. Glenn will participate in the Incentive Program (as defined
below).

Executive Compensation

The Company's executive compensation program is designed to
support the achievement of corporate performance goals; to attract, retain
and motivate key executives and enhance shareholder value. The program
utilizes a combination of competitive base salaries, short term cash
incentives (annual bonuses), stock based long-term incentives and competi-
tive plans.

Annual Incentive Compensation. An annual incentive bonus will
be paid to executive officers and other management employees (excluding for
1996, the Company's chief executive officer (the "CEO")), to recognize and
reward corporate and individual performance under the Company's Incentive
Compensation Program (the "Incentive Program"). The Incentive Program
provides incentives by making cash payments based on achieving the
Company's annual goals, and a discretionary payment for individual
performance as described below.

The 1996 Incentive Program used operating income as the
financial measure for determining payments under the 1996 Incentive
Program. This measure is also expected to be used in 1997. Threshold,
target and maximum goals for Company performance are established at the
beginning of the year. A participant's target bonus, expressed as a
percentage of base salary, depends upon his or her position,
responsibility, and ability to impact the achievement of the Company's
performance goals. Competitive market data are reviewed in setting
appropriate levels of incentive bonus opportunities for individual employ-
ees. The discretionary portion of the Incentive Program is paid to
participants for the effort and skill exhibited in supervising their
respective areas of responsibility and the personnel who report to them, as
reviewed and approved by the CEO and, after 1996, with respect to the CEO,
by the Issuer's Supervisory Board.

The Company also provides a Senior Management Incentive Program
(the "Senior Management Incentive Program") pursuant to which the Company
is providing special, one-time incentive bonus opportunities in 1996 to a
limited group of senior management executives, who all also participate in
the Incentive Program. This program will not be continued in 1997. The
performance goals of the Senior Management Incentive Program are based on
higher corporate performance goals than the 1996

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Incentive Program, of operating income and reductions in operating costs
specific to the second half of fiscal 1996, and a portion is also based on
a discretionary evaluation of the individual executive's performance.
Individual total target amounts for each executive have been based on scope
of responsibility and an evaluation of each individual's ability to impact
the corporate goals.

Of the named executive officers, Messrs. Aldinger and Duffy are
participants in both of the 1996 Incentive Program and the Senior
Management Incentive Program.

Long-Term Compensation. It is the intent of the Issuer to
direct CBIC to sponsor a long-term incentive compensation plan (the
"Incentive Plan") for its executive officers and other management employees
which may be in the form of a so-called "omnibus" plan. The Company
believes that through the use of long-term, stock-based incentive
compensation plans it is possible to create alignment between executive
compensation and long-term improvements in shareholder value. The
Incentive Plan may allow the Company the discretion to grant to eligible
employees any or all of the following forms of long-term incentive
compensation: stock options (both "incentive" stock options under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code") and "non-
qualified" stock options); shares of restricted stock (to be retained by
CBIC for a specific vesting period); "performance shares" (awarding of
Common Shares based on the achievement of pre-set corporate financial
goals); and "performance units" (not involving the actual issuance of
Common Shares, but cash payments based on achievement of goals similar to
performance shares). The Company currently intends to make grants under
the Incentive Plan to management employee participants in the form of
options to purchase Common Shares which generally would vest over a
period of several years.

The Issuer intends that the granting of awards under the
Incentive Plan, including selection of recipients, vesting, award amounts, and
any other conditions, would be made by a committee to be appointed by the
Supervisory Board of the Issuer. The Issuer also intends that the amounts
of all such awards would be made under guidelines based on the
individual recipient's experience, responsibilities, impact on the Company,
and achievement of specific individual or corporate financial goals. The
Issuer intends that the number of Common Shares to be reserved for issuance
under such plan shall be Common Shares, over a period of five years.

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The Issuer shall consider sponsoring incentive plans for those
executive officers and other management employees of its other subsidiaries
who are not eligible to participate under the CBIC sponsored plan.

Special Stock-Based, Long-Term Compensation Related to the Offering

As an incentive to increasing the long-term value of the
Company, Mr. Glenn has an agreement with Praxair, and Messrs. Wiggins,
Aldinger, Wolfe and Duffy have agreements with CB&I, whereby each will
respectively receive special compensation related to the sale of the Common
Shares pursuant to the Offering. Each of such officers, along with a group
of approximately 40 other key management employees, will receive an award
of restricted Common Shares, equivalent in value on the date of the award
to a percentage of the net value realized upon the sale of equity of the
Issuer in the Offering. Such awards do not have either a minimum or
maximum amount, nor is there any threshold specified in such agreements for
the net value to be realized in the Offering as a condition for the
awarding of any such Common Shares. Any such Common Shares awarded shall
vest no earlier than the third anniversary of the award date, other than
one participant whose grant of Common Shares will vest on the second
anniversary of the award date.

Other Executive Compensation Programs to be Adopted

In addition to the prospective annual short-term incentive
compensation programs and annual long-term incentive compensation programs
described above, the Issuer anticipates directing CBIC to sponsor one or
more of the following additional compensation programs in which management
employees, including all of the named executive officers, would
participate:

Deferred Compensation Plan. Under CBIC's deferred compensation
plan, selected management employees would be permitted to elect, prior to
the beginning of each year or other period in which applicable compensation
may be earned, to defer the payment by CBIC of a portion of a participant's
base salary, and all or a portion of such participant's annual bonus, if
any. The payment of such deferred compensation would be made at a future
date specified in the plan or by the participant's election, and it would
be intended that such deferred amounts would not be subject to current
taxation in the U.S. to the participant (nor would it be deductible in the
U.S. for CBIC) until the specified deferred payment date. Such deferred
amounts would be general obligations of CBIC, and would be paid

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in an amount calculated by attributing a specified imputed rate of interest
or earnings on the amounts deferred. Assets available for such obligations
would be subject to CBIC's general creditors in the event of bankruptcy or
other insolvency, although CBIC anticipates it may adopt a trust
arrangement for holding certain assets to support such obligations.

Retirement Benefits. CBIC intends to adopt, effective
January 1, 1997, a new tax-qualified defined contribution pension plan for
eligible employees (the "New 401(k) Plan"), including, but not limited to,
the named executive officers. The Company expects that such plan would
consist of a typical voluntary pre-tax salary deferral feature under
Section 401(k) of the Code; a dollar-for-dollar Company matching
contribution applicable to such employee deferrals, up to 3% of a partici-
pating employee's considered earnings; a basic additional Company
contribution of 5% of each participating employee's considered earnings and
an additional discretionary Company profit-sharing contribution, to be
determined annually by the Issuer. The plan has been designed to create
linkages between employees and shareholders by rewarding employees for
performance improvements. In addition, the Company believes that the use
of Common Shares, as described below, will create an additional incentive
for long-term improvements which benefit shareholders.

The New 401(k) Plan will substantially replace the current
401(k) plan (the "CBI 401(k) Pay Deferral Plan") and the CBI Pension Plan,
the tax qualified defined benefit pension plan in which the employees of
CBIC have previously participated. Benefits from the CBI 401(k) Pay
Deferral Plan currently being held for CBIC employees will be transferred
into the New 401(k) Plan. The New 401(k) Plan will provide that the
Company may, at the discretion of management, make its matching
contributions, and its additional discretionary profit-sharing
contribution, in a uniform manner in the form of either cash or Common
Shares. The Issuer intends to initially reserve Common Shares for
use under the New 401(k) Plan for this purpose.

Benefit accruals under the CBI Pension Plan for current Company
employees will be calculated based upon service time and considered
earnings through December 31, 1996 except that benefit accruals will
continue until termination in 1997 for a small number of employees
associated with the closure of the Company's fabrication and warehouse
operations in Kankakee, Illinois. Thereafter, no further service or
earnings will be counted in the calculation of accrued benefits. The
benefits accrued net of any offsets as of December 31, 1996 will then be
increased a simple 5% per year for a maximum of the next

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succeeding three calendar years for the period of time participants
continue to be actively employed by the Company. As of December 31, 1999,
all accruals of benefits will cease and be frozen. The Company will
continue to participate in the CBI Pension Plan as a contributing employer
after December 31, 1996, for the purpose of satisfying funding obligations
to such plan for these benefit obligations.

Of the named executive officers, only Messrs. Aldinger and
Duffy have and will have benefits accrued under the CBI Pension Plan.

The issuer also intends to direct other subsidiaries to sponsor
programs or plans to provide or supplement post-retirement income for those
employees of such subsidiaries not eligible to participate under the CBIC
sponsored defined contribution plan, which are competitive for the business
of such subsidiaries in the jurisdiction in which they do business, to the
extent such income is not provided by government sponsored or administered
or other legally required programs.

Excess Benefit Plan. In conjunction with the adoption of the
New 401(k) Plan, CBIC expects to adopt an "excess" benefit plan. Under
such a plan, CBIC would determine the amount of benefits which it would
have contributed to the New 401(k) Plan on behalf of designated management
employees, except as limited by the Code. The Code limits such contribu-
tions to the qualified plan by CBIC to the lesser of $30,000, or 25% of
compensation, as defined by the Code. In addition, (a) only up to $150,000
in 1996 (and up to $160,000 in 1997) of compensation may be considered for
benefit purposes under a qualified plan such as the New 401(k) Plan, and
(b) pursuant to the voluntary 401(k) deferral portion of the qualified
plan, a participant is limited to voluntarily deferring a maximum of $9,500
(in 1996 and 1997). Under the excess benefit plan, CBIC will pay
retirement benefits in excess of the amounts permitted under the
limitations of contributions described above. It will also allow affected
participants to elect to voluntarily defer more than the $9,500 limitation
under the qualified plan. Such benefits would be payable to a participant
upon retirement, other specified terminations of employment, or upon other
specified events. The amount of such benefits payable would be determined
by attributing an imputed rate of interest or earnings on the equivalent
amount of excess plan contributions not made to the qualified plan. The
obligations to provide such benefits would constitute general obligations
of CBIC. If a trust arrangement is adopted for holding assets as described
under "-- Deferred Compensation Plan," the Company anticipates that such
trust would also be used to hold assets to satisfy excess benefit plan
obligations.

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Supplemental Executive Death Benefits Plan. The Issuer may
also cause CBIC to adopt a plan for selected management employees to
provide additional benefits upon pre- or post-retirement death to a
participant's named beneficiary. Such plan would be in addition to any
group life insurance plan provided generally to all employees, and may be
provided through CBIC's general assets, CBIC-owned insurance policies, or
"split-dollar" life insurance policies. The amount of such benefits
provided would be significantly greater than that provided under such group
life insurance plan. The taxability of such benefits, or payments on
premiums therefor, to a participant or his or her beneficiaries, and the
tax deductibility of such amounts by the Company, would be determined by
the selection of the actual means by which the Company paid such benefits,
which has not been determined at this time.

The Issuer also intends, to the extent permitted under local
law, to direct other subsidiaries to adopt one or more other executive
compensation programs for those executive officers and other management
employees of such subsidiaries not eligible to participate under any CBIC
sponsored plan. The Issuer intends to direct the subsidiaries to structure
any plan in a manner similar to any executive compensation program adopted
by CBIC, taking into account other benefits such subsidiary may have to
provide pursuant to local law. In those jurisdictions where such type of
plan is not permitted under local law, the Issuer intends to direct
subsidiaries to adopt an alternative plan which provides other executive
compensation programs of a similar nature to executive officers and other
management employees of such subsidiaries, taking into account other
benefits such subsidiary may have to provide pursuant to local law.

Employee Share Purchase Plan

The Issuer believes that a key element of its future success
will be broad-based stock ownership by all its employees, and providing
incentives to become and remain shareholders. The Issuer intends to adopt
a broad-based employee share purchase plan (the "Share Purchase Plan"), in
which certain employees of the Company, including the named executive
officers, would be eligible to participate. Pursuant to the Share Purchase
Plan, each employee electing to participate would be granted an option to
purchase common shares of the Issuer upon a specified future date at %
of the fair market value of such shares on the date of purchase. During
specified periods preceding such purchase date, a percentage of the
participating employees' after-tax pay, as such employee elects, would be
withheld and placed on account to apply to the purchase of as many shares
as such funds allow at the discounted purchase

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price. Common Shares so purchased would be registered in the name of the
employee participant.

Pursuant to the Code, the Share Purchase Plan would not permit
any participant to purchase Common Shares under the proposed plan and all
other share purchase plans (if any) in excess of $25,000 of market value
per year, determined at the time each option to purchase is granted.

The Company anticipates that it will reserve a total of
Common Shares for purchase pursuant to the Share Purchase Plan, with such
plan to expire no later than .

Termination Agreements

CB&I and Messrs. Wiggins, Wolfe and Aldinger have entered into
agreements each providing that, in the event of a termination of their
respective employment with the Company or a significant reduction in their
respective responsibilities within the two-year period following change of
control of the Company, each will receive a special lump-sum payment
following separation.

Compensation of Directors

The Issuer intends to compensate Supervisory Directors who are
not officers of the Company by an annual retainer of $ per year, paid
in installments, and $ for attendance at each Board meeting.
Directors who are chairpersons of committees shall receive an additional
retainer of $ . Those who serve on Board Committees shall receive
$ for each committee meeting attended. Supervisory directors may
elect to receive their compensation in Common Shares and may elect to defer
their compensation.

Compensation Committee Interlocks and Insider Participation

For 1996, compensation decisions were made by the entire Board
of Directors of CBIC, the members of which are E.G. Hotard, G.M. Glenn,
T.J. Wiggins, R.F.X. Fusaro, J.S. Sawyer, B.A. Harris, J.R. Vipond, S.C.
Cunningham and W.F. McClure, Jr. For 1997, compensation decisions for
employees of CBIC will be made by the Board of Directors of CBIC and for
employees of CBICBV by its management board.

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DESCRIPTION OF SHARE CAPITAL

The Issuer was organized under the law of The Netherlands by
Deed of Association dated November 22, 1996. Set forth below is a summary
of certain provisions contained in the Articles of Association and the law
of The Netherlands. Such summary does not purport to be a complete
statement of the Articles of Association and the law of The Netherlands and
is qualified in its entirety by reference to the Articles of Association and
such law.

The authorized share capital of the Issuer is NLG 500,000
consisting of 50,000,000 Common Shares, each with a par value of NLG .01.
As of November 22, 1996, 10,000,000 Common Shares were outstanding, all of
which were owned by the Selling Shareholder. Immediately prior to the
consummation of the Offering, an amendment to the Issuer's Articles of
Association will increase the Issuer's authorized share capital to NLG
, consisting of Common Shares. In connection with the
Reorganization, additional Common Shares will be issued by the Issuer to the
Selling Shareholder. Upon consummation of the Offering Common Shares
will be outstanding. Common Shares will be issued in registered form only.

Common Shares

After the consummation of the Offering, there will be
Common Shares outstanding. Each shareholder of record (and if applicable, a
beneficiary of a life interest to whom the voting rights have been
transferred) is entitled to one vote for each Common Share held on every
matter submitted to a vote of shareholders. In the event of the
liquidation, dissolution or winding up of the Company, holders of Common
Shares are entitled to receive, on a pro rata basis, all assets of the
Company remaining available for distribution to the holders of Common
Shares. The Articles of Association make no provision for cumulative voting
and, as a result, the holders of a majority of the Issuer's voting power
will have the power, subject to the Supervisory Board's right to make
binding nominations, to elect all members of the Supervisory Board and the
Management Board. See "-- Summary of Certain Provisions of the Articles of
Association and Other Matters -- Election and Tenure of Managing Directors
and Supervising Directors; Power to Represent and Bind the Issuer."

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Summary of Certain Provisions of the Articles of Association and Other
Matters

Dividends

Pursuant to the Articles of Association, the Management Board,
with the approval of the Supervisory Board, may establish reserves out of
the Company's annual profits. The portion of the Issuer's annual profits
that remains after the establishment of reserves is at the disposal of the
general meeting of shareholders. Out of the Issuer's share premium reserve
and other reserves available for shareholder distributions under the law of
The Netherlands, the general meeting of shareholders may declare
distributions upon the proposal of the Management Board (after approval by
the Supervisory Board). Pursuant to a resolution of the Supervisory Board
(provided that the Supervisory Board is authorized to issue such shares),
distributions approved by the general meeting of shareholders may be fully
or partially made in the form of shares in the capital of the Issuer. The
Issuer may not pay dividends if the payment would reduce shareholders'
equity below the aggregate par value of the Common Shares outstanding, plus
the reserves statutorily required to be maintained. Although under Dutch
law, dividends are generally paid annually, the Management Board, with the
approval of the Supervisory Board, may, subject to certain statutory
provisions, distribute one or more interim dividends before the accounts for
any year have been approved and adopted at a general meeting of
shareholders. Rights to cash dividends and distributions that have not been
collected within five years after the date on which they became due and
payable shall revert to the Issuer.

At November 22, 1996, the Issuer had no retained earnings
available to pay dividends under the law of The Netherlands.

Since its inception in 1996, the Issuer has not paid dividends
on Common Shares. The Issuer currently anticipates that it will declare a
$ quarterly cash dividend on each outstanding Common Share,
payable initially for the first quarter commencing subsequent to the date of
this Prospectus. The Issuer currently intends to declare regular quarterly
cash dividends; however, there can be no assurance that any such dividends
will be declared or paid. The payment of dividends in the future will be
subject to the discretion of the Issuer's shareholders, its Management Board
and its Supervisory Board and will depend upon general business conditions,
legal restrictions on the payment of dividends and other factors. The
Issuer expects that it would pay any such dividends in U.S. dollars. Cash
dividends to holders of Common Shares will be

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paid to (the "Transfer Agent"), who will, if necessary, convert
such dividends into U.S. dollars at the rate of exchange on the date such
dividends are paid, for disbursement to such holders.

Shareholder Meetings and Voting Rights

Each registered shareholder has the right to attend general
meetings of shareholders, either in person or represented by a person
holding a written proxy, to address shareholder meetings, and to exercise
voting rights, subject to the provisions of the Articles of Association.
Ordinary general meetings of shareholders of the Issuer will be held at
least annually, within six months after the close of each financial year.
Extraordinary general meetings of shareholders may be held as often as the
Management Board or the Supervisory Board deem necessary, or as otherwise
provided for pursuant to the law of The Netherlands.

Unless otherwise required by the Articles of Association or the
law of The Netherlands, resolutions of general meetings of shareholders
occurring in The Netherlands require the approval of a majority of the votes
cast at a meeting. Resolutions of general meetings of shareholders
occurring outside The Netherlands are valid if the entire share capital is
present or represented (unless voting rights have been transferred to
holders of life interests). There are no laws currently in effect in The
Netherlands or provisions in the Articles of Association of the Issuer
limiting the rights of nonresident or non-U.S. investors to hold or vote
Common Shares.

The Issuer will give notice by mail to registered holders of
Common Shares of each meeting of shareholders. Such notice will be given no
later than the fifteenth day prior to the day of the meeting and will
include a statement of the business to be considered. The Transfer Agent
will provide notice of general meetings of shareholders to, and compile vot-
ing instructions from, holders of Common Shares held directly or indirectly
through the Transfer Agent.

Election and Tenure of Managing Directors
and Supervising Directors; Power to
Represent and Bind the Issuer

The Management Board is entrusted with the management of the
Issuer. The Supervisory Board supervises the Management Board. The
Management Board will have one or more members and the Supervisory Board
will have one or more members. Supervisory Board and Management Board
vacancies will be filled by a vote of shareholders at the first general
meeting after such

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vacancy occurs or is created. The Supervisory Board and the Management
Board members are elected from binding nominations made by the Supervisory
Board. At least two persons must be nominated for each vacancy. Under the
law of The Netherlands and the Articles of Association, the shareholders may
deprive the nominations of their binding effect by a resolution passed by
two-thirds majority vote.

Supervisory Directors and Managing Directors serve until the
expiration of their respective terms of office or their resignation, death
or removal, with or without cause, by the shareholders or, in the case of
Supervisory Directors, upon reaching the mandatory retirement age of 72.

The executive power of the Issuer resides in the members of the
Management Board acting together and in each member acting individually.
Each managing director, acting alone, is authorized to represent the Issuer.
The Issuer may execute (i) a power of attorney granting certain members of
the Management Board and/or certain officers of the Issuer the power to bind
the Issuer individually on certain administrative day-to-day matters and
(ii) a power of attorney to the Issuer's transfer agent and registrar to
acknowledge transfers of the Common Shares.

Approval of Annual Accounts and Discharge of
Management Liability

Each year, the Management Board is responsible for the
preparation of annual accounts. The annual accounts must be approved and
signed by the Supervisory Board and then submitted to a general meeting of
shareholders for adoption within six months after the end of the Issuer's
financial year, unless the general meeting of shareholders has extended this
period due to special circumstances.

Adoption of the Issuer's annual accounts by the general meeting
of shareholders discharges the members of the Management Board and the
Supervisory Board from liability in respect of the exercise of their duties
during the financial year concerned, unless an explicit reservation is made
by the general meeting of shareholders and without prejudice to the
provisions of the law of The Netherlands relating to liability of members of
supervisory boards and management boards upon bankruptcy of a company
pursuant to Articles 138 and 149 of Book 2 of the Civil Code of The
Netherlands. Under the law of The Netherlands, this discharge from
liability does not extend to matters not disclosed to holders of Common
Shares.

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Liquidation Rights

In the event of the dissolution, liquidation or winding up of
the Company, the assets remaining after payment of all debts and liquidation
expenses will be distributed among registered holders of Common Shares on a
pro rata basis.

Issue of Shares; Preemptive Rights

Prior to the Offering, the Issuer's shareholders have approved
the issuance of up to an aggregate of authorized but unissued
Common Shares upon exercise of options or otherwise in connection with the
Company's benefit plans. The Issuer's shareholders are also expected to
authorize, prior to the Offering, the Supervisory Board to issue such
additional authorized but unissued Common Shares as the Supervisory Board
shall determine. Under the law of The Netherlands, such authorization can
only be granted for a maximum period of five years and the current
authorization will expire in , 2002, subject to future
extension(s). Under the Articles of Association, each holder of Common
Shares shall generally have a preemptive right to subscribe with regard to
any issue of Common Shares pro rata to the shareholder's existing holdings
of Common Shares, except for certain issuances to employees, issuances for
noncash consideration and issuances exempted from such requirement by the
Supervisory Board when the Supervisory Board is so empowered by
shareholders. A resolution expected to be adopted by shareholders in
, 1997 provides the Supervisory Board with an irrevocable five-year
authorization to limit or exclude preemptive rights.

Repurchase of Common Shares

Subject to certain restrictions contained in the law of The
Netherlands and the Articles of Association, the shareholders, prior to the
consummation of the Offering, are expected to have delegated to the
Management Board the authority to cause the Issuer to acquire its own fully
paid shares in an amount not to exceed 10% of the outstanding shares at any
time in open market purchases at any price not to exceed $ or its
equivalent in other currencies. Such authorization, which may not be
granted for more than 18 months, is currently valid through ,
1998.

Capital Reduction

Upon proposal by the Management Board (after approval by the
Supervisory Board) the general meeting of shareholders may reduce the issued
share capital by cancellation of Common

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Shares held by the Issuer, subject to certain statutory provisions.

Amendment of the Articles of Association

The Articles of Association may be amended at a general meeting
of shareholders if the proposal is stated in the convocation notice for the
general meeting and a complete copy of the proposed amendment is filed at
the Issuer's office so that it may be inspected prior to the meeting and the
amendment is approved by a majority of the votes cast at a general meeting
of shareholders. Proposals to amend the Articles of Association, to legally
merge the Issuer, or to dissolve the Issuer require prior approval by the
Supervisory Board. Notwithstanding the foregoing, no such amendment shall
become effective until approved by the Ministry of Justice of The
Netherlands.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Common Shares is
.

Liability of Directors and Officers

Prior to completion of this Offering, certain of the Company's
directors and executive officers will enter into an indemnity agreement with
the Company. The agreements provide, to the fullest extent permitted by the
law of The Netherlands, that the Company will indemnify the directors and
executive officers against any costs and expenses, judgments, settlements
and fines incurred in connection with any claim involving a director or an
executive officer by reason of his or her position as director or officer.
A form of indemnity agreement containing such standards of conduct is
included as an exhibit to the Company's Registration Statement on Form S-1
(the "Registration Statement") of which this Prospectus is a part.

The Articles of Association provide that the Issuer will, to the
fullest extent permitted by the law of The Netherlands, as amended from time
to time, indemnify, and may advance expenses to, each of its now acting and
former board members, officers, employees and agents, whenever any such
person is made a party, or threatened to be made a party, in any action,
suit or proceeding by reason of his or her service with the Issuer. The
Articles of Association also provide that the Issuer may purchase and
maintain directors' and officers' liability insurance.

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TAXATION

The following is a summary of certain tax consequences in the
United States and in The Netherlands of the acquisition, holding and
disposition of Common Shares under current law. It does not, however,
discuss every aspect of such taxation that may be relevant to a particular
taxpayer under special circumstances or who is subject to special treatment
under applicable law, nor does it address the income taxes imposed by any
political subdivision of the United States or The Netherlands or any tax
imposed by any other jurisdiction. Such discussion assumes that the Company
is organized and its business is conducted in the manner outlined in this
Prospectus. The law upon which such discussion is based is subject to
change perhaps with retroactive effect. Prospective investors should
consult their tax advisors regarding the tax consequences to them of
acquiring, holding and disposing of the Common Shares.

Netherlands Taxes

The following is a summary of the material Netherlands tax
consequences to an owner of Common Shares who is not, or is not deemed to
be, a resident of The Netherlands for purposes of the relevant tax codes (a
"nonresident shareholder"). This discussion is based upon the advice of
Loeff Claeys Verbeke, Netherlands tax advisors of the Company. No assurance
can be given that tax authorities or courts in The Netherlands will agree
with the conclusions expressed herein.

Netherlands Dividend Withholding Tax

Dividend distributions by the Issuer are generally subject to
withholding tax at a rate of 25%. These dividend distributions include
dividends in cash or in kind, constructive dividends, certain repayments of
capital qualified as dividends and liquidation proceeds in excess of,
according to Netherlands tax law, recognized paid-in capital. Stock divi-
dends are also subject to Netherlands withholding tax unless they are
distributed out of the Issuer's paid-in capital as recognized for
Netherlands tax purposes.

A nonresident shareholder may be eligible, however, for a
reduction or a refund of Netherlands dividend withholding tax under a
convention, which is in effect between the country of residence of the
shareholder and The Netherlands or based upon international conventions or
regulations (e.g., European Community directives), provided certain
conditions are met. The Netherlands has concluded such tax treaties with,
among others, most European countries (including the United Kingdom),

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the United States, Canada and Japan. Unless the recipient nonresident
shareholder has a permanent establishment or a permanent representative in
The Netherlands to which or to whom the Common Shares are attributable,
under most of these conventions (including the tax convention with the
United States) the Netherlands dividend withholding tax is reduced to a rate
of 15% or less. No Netherlands withholding tax applies on the sale or
disposition of Common Shares to persons other than the Company or its direct
and indirect subsidiaries.

Netherlands Income Tax and Corporate Income Tax

In general, a nonresident shareholder will not be subject to
Netherlands income tax with respect to dividends distributed by the Issuer
on the Common Shares or with respect to capital gains derived from the sale
or disposal of Common Shares. Provided that the nonresident shareholder
does not carry on a business in the Netherlands through a permanent
establishment or a permanent representative to which or to whom the Common
Shares are attributable, the dividends and capital gains are not subject to
Netherlands income taxation. This equally applies to capital gains provided
that the Common Shares are not disposed of to the Company or its direct or
indirect subsidiaries.

Dividends distributed by the Issuer on the Common Shares or
capital gains derived through the sale or other disposal of a substantial
interest share holding in the Issuer, however, are subject to Netherlands
income tax if the nonresident shareholder, along or with his or her spouse,
holds or has held, directly or indirectly, shares representing more than 7%,
and together with his or her spouse and close relatives holds or has held at
least one-third of the nominal paid-up capital of the Common Shares of the
Issuer at any moment during the five years preceding the disposal, provided
that the Common Shares are not a business asset. A bill currently pending
in the Dutch parliament would reduce the threshold for a substantial
interest to a shareholding by a non-resident shareholder, alone or with his
or her spouse and certain close relatives, of 5% or more of the nominal
paid-up capital of the Common Shares of the Issuer or of any other class of
shares that may be created.

Netherlands Net Wealth Tax

A nonresident shareholder who is an individual is not subject to
Netherlands net wealth tax with respect to the Common Shares, provided that
the nonresident shareholder does not carry on a business in The Netherlands
through a permanent establishment or a permanent representative to which or
to whom

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<PAGE>
the shares are attributable. Corporations are not subject to Netherlands
net wealth tax.

Netherlands Gift and Inheritance Tax

No Netherlands gift or inheritance tax arises as a result of a
gift of the Common Shares by, or the transfer of the Common Shares at the
death of, a shareholder who is neither resident nor deemed to be resident of
The Netherlands, unless the Common Shares are attributable to a permanent
establishment or a permanent representative of the shareholder in The
Netherlands. An individual of Netherlands nationality is deemed to be a
resident of The Netherlands, for the purposes of Netherlands gift and
inheritance tax, if he or she has been a Netherlands resident at any time
during the ten years preceding the time of the gift or death. A person not
possessing Netherlands nationality is deemed to be a resident of The
Netherlands, only for the purposes of Netherlands gift tax, if he or she has
been residing in The Netherlands at any time during the 12 months preceding
the time of the gift.

United States Federal Income Taxes

The following is a summary of the material United States federal
income tax consequences of the acquisition, holding and disposition of
Common Shares under present United States law which is expected to be
generally applicable. It does not, however, discuss every aspect of United
States federal income taxation that may be relevant to a particular taxpayer
under special circumstances or who is subject to special treatment under
United States federal income tax laws. Except as noted to the contrary,
statements of legal conclusion regarding tax effects in this section are
based upon an opinion which the Company has received from Cahill Gordon &
Reindel, United States counsel to the Company. No assurance can be given
that the Internal Revenue Service or the courts in the United States will
agree with the conclusion expressed herein.

Dividends

Dividends received with respect to one or more Common Shares by
a citizen or resident of the United States, by a corporation which is
organized in the United States or by a person who is otherwise subject to
United States federal income tax on a net income basis with respect to such
Common Shares (a "U.S. Holder") are taxable in the United States as ordinary
income. These dividends are not eligible for the dividends received
deduction which is generally allowed to United States corporate shareholders
on dividends which are received from a U.S. corporation. No United States
withholding tax will apply to

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<PAGE>
dividends received by a person who is not a U.S. Holder with respect to the
Common Shares on which the dividends are paid.

The amount of income recognized upon the receipt of guilders as
a dividend will be the U.S. dollar value of the guilders on the date of
receipt, regardless of whether the U.S. Holder converts the payment into
U.S. dollars. Gain or loss, if any, recognized by a U.S. Holder on the sale
or disposition of guilders will be ordinary income or loss.

A U.S. Holder may elect annually either to deduct Netherlands
withholding tax (see "-- Netherlands Taxes") against its income or to take
the withholding taxes as a credit against its United States tax liability,
subject to United States non-U.S. tax credit limitation rules.

Sale or Exchange of Common Shares

A U.S. Holder will generally recognize gain or loss for United
States federal income tax purposes upon the sale or exchange of Common
Shares in an amount equal to the difference between the amount realized from
such sale or exchange and the U.S. Holder's tax basis for such Common
Shares. Such gain or loss will be a capital gain or loss if the Common
Shares are held as a capital asset and will be long-term capital gain or
loss if such U.S. Holder's holding period for the Common Shares is more than
one year.

Gain that is recognized upon a sale or exchange of Common Shares
by a person who is not a U.S. Holder with respect to such Common Shares will
not be subject to income tax in the United States unless such person is an
individual who is present in the United States for 183 days or more during
his or her taxable year in which such sale or exchange occurred and either
the income from the disposition is attributable to an office or other fixed
place of business maintained by such individual in the United States or such
individual has a tax home, as defined in Section 911(d)(3) of the Internal
Revenue Code, in the United States during such taxable year.

Foreign Personal Holding Company Classification

The Issuer or any of its non-U.S. subsidiaries could be
classified as a non-U.S. personal holding company ("FPHC") if in any taxable
year five or fewer individuals who are U.S. citizens or residents own
(directly or constructively through certain attribution rules) more than 50%
of the voting power or the value of the outstanding Common Shares.
Classification as an FPHC would generally result in each U.S. shareholder
who held Common Shares on the last day of the taxable year of the

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<PAGE>
Issuer having to include in gross income as a dividend such shareholder's
pro rata portion of undistributed income of the Issuer and of any non-U.S.
subsidiaries that are also FPHCs. The Issuer has been advised by an officer
of Praxair that Praxair's shares are held primarily by large institutional
investors, such as banks, insurance companies, pension funds and corporate
investors, and that, to the best of his knowledge and belief, five or fewer
United States citizens or residents do not own more than 50% of the vote or
value of the shares of Praxair. Based upon such information, the Issuer
believes that at the time of the Offering, it will not be an FPHC.

Controlled Foreign Corporation Classification

Additionally, since upon consummation of the Offering
approximately % of the outstanding Common Shares of the Issuer will be
owned by the Selling Shareholder, a U.S. corporation, if another U.S. Holder
acquires % or more (including ownership through the attribution rules of
Section 958 of the Code) of the shares of the Issuer, the Issuer will be
classified as a controlled foreign corporation. In that event, all U.S.
Holders of 10% or more of the Common Shares will be subject to taxation
under Subpart F of the Code.

Back-up Withholding and Information Reporting

Information reporting may apply to certain dividends on the
Common Shares and to the proceeds of sale of the Common Shares paid to U.S.
Holders other than certain exempt recipients (such as corporations). A 31%
back-up withholding tax (which is a refundable credit against the otherwise
applicable tax) may apply to such payments if the U.S. Holder fails to
provide an accurate taxpayer identification number or certification of
exempt status.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Issuer will have
outstanding Common Shares, including Common Shares owned by the
Selling Shareholder ( if the Underwriters' over-allotment option
is exercised in full) and shares reserved for issuance upon exercise of
outstanding stock options. Of these shares, the Common Shares sold in
the Offering ( if the Underwriters' over-allotment option is
exercised in full) will be freely tradeable without restrictions or further
registration under the Securities Act, except for any shares purchased by an
"affiliate" (as that term is defined in Rule 144 under the Securities Act
("Rule 144")) of the Company, which will be subject to the resale
limitations of Rule 144 under the Securities Act.

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<PAGE>
The Common Shares that the Selling Shareholder will hold
upon completion of the Offering ( if the Underwriters' over-
allotment option is exercised in full), up to Common Shares that may
be issuable to directors of the Issuer, the restricted Common
Shares granted to certain of the Company's officers and other employees as
described under "Management -- Compensation and Benefits -- Special Stock-
Based, Long-Term Compensation Related to the Offering" and any Common Shares
purchased by affiliates may be sold by the respective holders thereof only
pursuant to an effective registration statement under the Securities Act,
pursuant to Rule 144 under the Securities Act or in accordance with an
exemption under the Securities Act.

In general, under Rule 144 as currently in effect, a person
(including the "affiliate") who beneficially owns shares that are
"restricted securities" as to which at least two years have elapsed since
the later of the date of acquisition of such securities from the issuer or
the acquisition from an affiliate of the issuer, and any affiliate who owns
shares that are not "restricted securities," is entitled to sell, within any
three-month period, a number of shares that does not exceed (together with
sale by other persons required to be aggregated) the greater of 1% of the
then outstanding Common Shares (approximately shares following
completion of the Offering) or the average weekly trading volume in the
Common Shares in composite trading on all exchanges during the four calendar
weeks preceding such sale. A person (or persons whose shares are
aggregated) who is not deemed an "affiliate" of the Company and who has
beneficially owned restricted securities as to which at least three years
have elapsed since the later of the date of the acquisition of such
securities from the issuer or the acquisition from an affiliate of the
issuer is entitled to sell such shares under Rule 144 without regard to the
volume limitations described above. The foregoing summary of Rule 144 is
not intended to be a complete description thereof.

The Issuer has granted registration rights to Praxair pursuant
to which Praxair has certain rights to demand registrations of the Common
Shares held by the Selling Shareholder (or its transferee) at the Issuer's
expense as well as the right to include such shares in registration
statements filed by the Issuer.

Prior to the Offering, there has been no public market for the
Common Shares, and no prediction can be made as to the effect, if any, that
market sales of Common Shares, or the availability of such shares for sale,
will have on the market price of the Common Shares prevailing from time to
time. Nevertheless, sales of substantial amounts of Common Shares in

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<PAGE>
the public market, or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Shares. In
connection with the Offering, subject to certain exceptions, the Issuer, the
Selling Shareholder and each of its directors and executive officers have
agreed not to sell, grant any option to sell or otherwise dispose of,
directly or indirectly, any Common Shares or securities convertible into or
exercisable for Common Shares or warrants or other rights to purchase Common
Shares or permit the registration of Common Shares, except pursuant to
employee benefit plans referred to in this Prospectus, for a period of
days after the date of this Prospectus without the prior consent of the
representatives of the Underwriters. See "Underwriting."

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<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting
Agreement, the Underwriters named below (the "Underwriters"), through their
Representatives, and , have severally
agreed to purchase from the Selling Shareholder the following respective
numbers of Common Shares at the initial public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus.

Number of
Underwriter Shares

Total........................................................

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the Common Shares offered hereby if any
of such shares are purchased.

At the request of the Company, the Underwriters will reserve
Common Shares for sale at the initial public offering price to
officers and other employees of the Company. The number of Common Shares
available for sale to the general public will be reduced to the extent such
purchasers purchase such reserved shares. Any reserved shares not so
purchased will be offered by the Underwriters to the general public on the
same basis as the other shares offered hereby. Reserved shares purchased
by individuals will, except as restricted by applicable securities laws, be
available for resale following the Offering.

The Issuer and the Selling Shareholder have been advised by the
Representatives of the Underwriters that the Underwriters propose to offer
the Common Shares to the public at the initial public offering price set
forth on the cover page of this Prospectus and to certain dealers at such
price less a concession not in excess of $ per share. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of
$ per share to certain other dealers. After the initial public
offering, the offering price and other

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<PAGE>
selling terms may be changed by the Representatives of the Underwriters.

The Selling Shareholder has granted to the Underwriters an
option, exercisable not later than days after the date of this
Prospectus, to purchase up to additional Common Shares at the
public offering price less the underwriting discounts set forth on the
cover page of this Prospectus. To the extent that the Underwriters
exercise such option, each of the Underwriters will have a firm commitment
to purchase approximately the same percentage thereof that the number of
Common Shares to be purchased by it shown in the above table bears to
, and the Selling Shareholder will be obligated, pursuant
to the option, to sell such shares to the Underwriters. The Underwriters
may exercise such option only to cover over-allotments made in connection
with the sale of Common Shares offered hereby.

The Issuer and the Selling Shareholder have agreed to indemnify
the Underwriters against certain liabilities, including liabilities under
the Securities Act.

The Issuer, the Selling Shareholder and certain other
shareholders of the Issuer have agreed not to offer, sell or otherwise
dispose of any of their Common Shares or any securities exercisable for or
convertible into Common Shares (except, with respect to the Issuer, for
issuances of Common Shares pursuant to rights or options currently
outstanding under existing benefit plans) for a period of days after
the date of this Prospectus without the prior consent of the
Representatives of the Underwriters. See "Shares Eligible for Future
Sale."

The Representatives of the Underwriters have advised CB&I and
the Selling Shareholder that the Underwriters do not intend to confirm
sales to any account over which they exercise discretionary authority.

To satisfy one of the requirements for listing of the Common
Shares on the New York Stock Exchange, the Underwriters have undertaken to
sell lots of 100 or more Common Shares to a sufficient number of persons to
establish a minimum of 2,000 round lot beneficial holders after the
Offering.

Prior to this Offering, there has been no public market for the
Common Shares. Consequently, the initial public offering price for the
Common Shares has been determined by negotiation among the Issuer, the
Selling Shareholder and the Representatives of the Underwriters. Among the
factors considered in such negotiations were prevailing market conditions
and general economic conditions, the market capitalization of

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<PAGE>
publicly-traded companies which the Issuer and the Representatives of the
Underwriters believe to be comparable to the Company, the revenues and
earnings of the Company in recent periods, the experience of the Company's
management, the economic characteristics of the business in which the
Company competes, estimates of business potential of the Company, the
present state of the Company's development and other factors deemed
relevant.

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<PAGE>
LEGAL MATTERS

Certain legal matters in connection with the offering made
hereby will be passed upon for the Issuer by Cahill Gordon & Reindel, a
partnership including a professional corporation, New York, New York. The
validity of the Common Shares offered hereby is being passed upon for the
Issuer by Loeff Claeys Verbeke, Amsterdam, The Netherlands. Certain legal
matters in connection with the Common Shares being offered hereby will be
passed upon for the Underwriters by . Cahill Gordon &
Reindel has also provided certain legal services to Praxair and its
affiliates in connection with the Offering and has represented and will
continue to represent Praxair and its affiliates in various other matters.

EXPERTS

The financial statements of the Company, as of December 31,
1995 and 1994 and for each of the three fiscal years in the period ended
December 31, 1995, included in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports.

AVAILABLE INFORMATION

The Issuer has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-1 under
the Securities Act, with respect to the Common Shares offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement and
the exhibits and schedules thereto, to which reference is hereby made.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete; with respect to
each such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved.

After consummation of the Offering, the Issuer will be subject
to the informational requirements of the Securities Exchange Act of 1934,
as amended, and, in accordance therewith, will file reports, proxy and
information statements and other information with the Commission. Such
reports, proxy and information statements and other information and the
Registration Statement and exhibits and schedules thereto filed by the
Issuer with the Commission can be inspected and copied at the

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<PAGE>
Public Reference section of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices
of the Commission located at 7 World Trade Center, 15th Floor, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains
an Internet web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov).

The Issuer will also comply with its obligations under the law
of The Netherlands to prepare annual financial statements complying with
Netherlands corporate law and deposit the same at the Commercial Register
of the Chamber of Commerce and Industry in Amsterdam, The Netherlands.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is a Netherlands company and a substantial portion
of its assets are located outside the United States. In addition, certain
members of the Management and Supervisory Boards of the Issuer are
residents of countries other than the United States. As a result, it may
not be possible for investors to effect service of process within the
United States upon such persons or to enforce against such persons or the
Issuer judgments of courts of the United States predicated upon civil
liabilities under the United States federal securities laws. Since there
is no treaty between the United States and The Netherlands providing for
the reciprocal recognition and enforcement of judgments, United States
judgments are not automatically enforceable in The Netherlands. However, a
final judgment for the payment of money obtained in a United States court
and not rendered by default, which is not subject to appeal or any other
means of contestation and is enforceable in the United States, would in
principle be upheld and be regarded by a Netherlands court of competent
jurisdiction as conclusive evidence when asked to render a judgment in
accordance with such final judgment by a United States court, without
substantive re-examination or relitigation on the merits of the subject
matter thereof, provided that such judgment has been rendered by a court of
competent jurisdiction, in accordance with rules of proper procedure, that
it has not been rendered in proceedings of a penal or revenue nature and
that its content and possible enforcement are not contrary to public policy
or public order of The Netherlands. Notwithstanding the foregoing, there
can be no assurance that United States investors will be able to enforce
against the Issuer, or members of the

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<PAGE>
Management or Supervisory Boards, or certain experts named herein who are
residents of either The Netherlands or countries other than the United
States, any judgments in civil and commercial matters, including judgments
under the federal securities laws. In addition, there is doubt as to
whether a Netherlands court would impose civil liability on the Issuer or
on the members of the Management or Supervisory Boards in an original
action predicated solely upon the federal securities laws of the United
States brought in a court of competent jurisdiction in The Netherlands
against the Issuer or such members.

-105-
<PAGE>
CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Page

Consolidated Financial Statements (Pre-Praxair Acquisition):
Report of Independent Public Accountants .......................... F-2
Consolidated Balance Sheets as of December 31, 1995 and 1994 ...... F-3
Consolidated Income Statements for the Years Ended
December 31, 1995, 1994 and 1993 ................................ F-4
Consolidated Statements of Changes in Shareholder's Equity
for the Years Ended December 31, 1995, 1994 and 1993 ............ F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 ................................ F-6
Notes to Consolidated Financial Statements ........................ F-7

Interim Unaudited Consolidated Financial Statements
(Post-Praxair Acquisition, except where noted):
Consolidated Balance Sheet as of September 30, 1996 (unaudited) ... F-24
Consolidated Income Statements for the Nine Months Ended
September 30, 1996 (unaudited) and September 30, 1995
(unaudited) ..................................................... F-25
Consolidated Statement of Changes in Shareholder's Equity
for the Nine Months Ended September 30, 1996 (unaudited) ........ F-26
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1996 (unaudited) and September 30, 1995
(unaudited) ..................................................... F-27
Notes to Consolidated Financial Statements (unaudited)............. F-28

F-1
<PAGE>

Upon consummation of the Reorganization as discussed in Note 12 to the
Consolidated Financial Statements, we expect to be in a position to render the
following audit report.

ARTHUR ANDERSEN LLP
December 16, 1996

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholder of
Chicago Bridge & Iron Company:

We have audited the accompanying consolidated balance sheets of CHICAGO BRIDGE &
IRON COMPANY (a Delaware corporation) AND SUBSIDIARIES as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
shareholder's equity and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chicago Bridge & Iron Company
and Subsidiaries as of December 31, 1995 and 1994, and the results of its
operations and cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

F-2

<PAGE>
CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES
(PRE-PRAXAIR ACQUISITION)

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

December 31,
-----------------------------
ASSETS 1995 1994
------ ------------- -------------

Current Assets:
Cash and cash equivalents $ 12,850 $ 16,090
Accounts receivable 106,634 101,966
Contracts in progress with earned revenues 70,918 64,624
exceeding related progress billings
Assets held for sale 5,157 -
Deferred income taxes 7,369 14,003
Other current assets 14,617 13,300
------ ------

Total current assets 217,545 209,983
------- -------

Property and equipment 100,496 116,676
Assets held for sale 2,235 2,103
Deferred income taxes 28,405 22,903
Other non-current assets 7,444 8,247
----- -----

Total assets $356,125 $359,912
======== ========

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

Current Liabilities:
Notes payable $ 1,777 $ 776
Accounts payable 20,389 23,948
Accrued liabilities 37,379 37,595
Contracts in progress with progress billings 47,660 41,579
exceeding related earned revenues
Income taxes payable - 7,272
------- -----

Total current liabilities 107,205 111,170
------- -------

Non-current liabilities 56,811 59,346
Minority interest in subsidiaries 5,602 6,295
----- -----

Total liabilities 169,618 176,811
------- -------

SHAREHOLDER'S EQUITY:
Common stock, $1 par value, 1,000
authorized shares; 1 1
1,000 issued and outstanding in 1995
and 1994
Additional paid-in capital 185,493 185,493
Retained earnings 159,672 185,278
Advances to Parent Company (142,786) (173,797)
Cumulative translation adjustment (15,873) (13,874)
------- -------

Total shareholder's equity 186,507 183,101
------- -------

Total liabilities and shareholder's
equity $356,125 $359,912
======== ========

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-3
<PAGE>
CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES
(PRE-PRAXAIR ACQUISITION)

CONSOLIDATED INCOME STATEMENTS
(in thousands)

Year Ended December 31,
---------------------------------------
1995 1994 1993
------------ -------------- ---------

Revenues $621,938 $762,803 $680,541
Cost of revenues 604,200 687,906 630,860
------- ------- -------

Gross profit 17,738 74,897 49,681
------ ------ ------

Selling and administrative expenses 43,023 45,503 44,193
Special charges 5,230 9,990 22,900
----- ----- ------

Income (loss) from operations (30,515) 19,404 (17,412)
------- ------ -------

Interest expense (799) (180) (298)
Other income 1,191 1,652 3,056
----- ----- -----

Income (loss) before taxes and
minority interest (30,123) 20,876 (14,654)

Income tax expense (benefit) (8,093) 3,074 (6,080)
------ ----- ------

Income (loss) before minority
interest (22,030) 17,802 (8,574)

Minority interest in income 3,576 1,359 1,247
----- ----- -----

Net income (loss) ($25,606) $16,443 ($9,821)
========= ========= =========

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-4
<PAGE>
CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES
(PRE-PRAXAIR ACQUISITION)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(in thousands)

</TABLE>
<TABLE>
<CAPTION>

Additional Advances Cumulative Total
Common Paid-in Retained to Parent Translation Shareholder's
Stock Capital Earnings Company Adjustment Equity
--------- ---------- ------------ ----------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>

Balance at December 31, 1992 $1 $185,493 $178,656 $(129,313) $(12,810) $222,027
Net loss - - (9,821) - - (9,821)
Translation adjustment - - - - 5 5
Advances (to) / from Parent Company - - - 5,020 - 5,020
-------- --------- --------- -------- --------- ---------
Balance at December 31, 1993 1 185,493 168,835 (124,293) (12,805) 217,231
Net income - - 16,443 - - 16,443
Translation adjustment - - - - (1,069) (1,069)
Advances (to) / from Parent Company - - - (49,504) - (49,504)
-------- --------- --------- -------- --------- ---------
Balance at December 31, 1994 1 185,493 185,278 (173,797) (13,874) 183,101
Net loss - - (25,606) - - (25,606)
Translation adjustment - - - - (1,999) (1,999)
Advances (to) / from Parent Company - - - 31,011 - 31,011
-------- --------- --------- --------- --------- ---------
Balance at December 31, 1995 $1 $185,493 $159,672 $(142,786) $(15,873) $186,507
======== ========= ======== ========= ======== =========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-5
<PAGE>
CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES

(PRE-PRAXAIR ACQUISITION)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>

Year ended December 31,
----------------------------------------
1995 1994 1993
------------ ----------- -------------
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $(25,606) $16,443 $(9,821)
Adjustments to reconcile net income to net cash provided by
operating activities:
Special Charge 1,850 - 6,000
Depreciation 16,077 15,569 16,178
(Increase)/decrease in deferred income taxes 1,132 1,079 (12,565)
Gain on sale of fixed assets (10,030) (4,360) (118)
Change in working capital accounts (see below) (22,574) 9,716 (31)
------------ ----------- -------------
Net Cash Provided by / (Used in) Operating Activities (39,151) 38,447 (357)
------------ ----------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets and investments 16,434 29,889 9,446
Capital expenditures (14,880) (18,772) (19,232)
Increase/(decrease) in equity in unconsolidated affiliates 1,352 (2,720) (3,017)
Increase in other 993 5,654 1,039
------------ ----------- -------------
Net Cash Provided by / (Used in) Investing Activities 3,899 14,051 (11,764)
------------ ----------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES
Advance (to)/from Parent Company 31,011 (49,504) 5,020
Increase/(decrease) in notes payable 1,001 (238) (2,358)
------------ ----------- -------------
Net Cash Provided by / (Used in) Financing Activities 32,012 (49,742) 2,662
------------ ----------- -------------

Increase/(decrease) in cash & cash equivalents (3,240) 2,756 (9,459)
Cash and cash equivalents, beginning of the year 16,090 13,334 22,793
------------ ----------- -------------
Cash and cash equivalents, end of the year $12,850 $16,090 $13,334
============ =========== =============

CHANGE IN WORKING CAPITAL ACCOUNTS:
(Increase)/decrease in receivables, net $(4,770) $27,628 $(11,595)
(Increase)/decrease in contracts in progress, net (213) (10,416) 19,482
(Increase)/decrease in other current assets 1,731 (2,259) (131)
Decrease in accounts payable & accrued liabilities (6,310) (1,753) (2,741)
Increase/(decrease) in income tax payable/prepaid income taxes (10,320) 2,535 (6,060)
Increase/(decrease) other (2,692) (6,019) 1,014
------------ ----------- -------------
Total $(22,574) $9,716 $(31)
------------ ----------- -------------

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $829 $30 $298
Cash paid for income taxes $2,936 $7,137 $8,701

</TABLE>

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-6
<PAGE>

CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES

(PRE-PRAXAIR ACQUISITION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1995, 1994 and 1993
(in thousands)

1. Organization and Nature of Operations:

Chicago Bridge & Iron Company and Subsidiaries ("the Company") is a global
engineering and construction company specializing in the engineering and design,
procurement, fabrication, erection, repair and modification of steel tanks
and other steel plate structures and associated systems such as petroleum
terminals, critical refinery field erected pressure vessels, low temperature
and cryogenic storage facilities, elevated water storage tanks
and other specialty products and services. The Company also provides the design,
supply and construction of the associated piping, mechanical, electric and
instrumentation systems in turnkey projects. The primary industries served by
the Company include petroleum, petrochemical, chemical, electrical and gas
utilities, pulp and paper, and metals and mining.

The worldwide petroleum and petrochemical industry has been the largest sector
of the Company's revenues. Numerous factors influence capital expenditure
decisions in this industry which are beyond the control of the Company.
Therefore, no assurance can be given that the Company's business, financial
condition and results of operations will not be adversely effected because of
reduced activity in the petroleum and petrochemical industry.

The Company is a wholly owned subsidiary of CBI Industries, Inc. ("Industries").
On January 12, 1996, pursuant to the merger agreement dated December 22, 1995,
Industries became a subsidiary of Praxair, Inc. ("Praxair"). This merger
transaction was reflected in the Company's consolidated financial statements as
a purchase effective January 1, 1996 ("Merger Date"). Accordingly, the
historical information provided for the periods prior to January 1, 1996
("Pre-Praxair Acquisition") will not be comparable to subsequent financial
information.

The accompanying financial statements exclude certain service related
subsidiaries which are not a component of the Company's continuing operations.
The assets, liabilities, revenues and expenses attributable to these entities
are recorded net in the Advance to Parent Company caption of shareholder's
equity. These service related subsidiaries are being held for sale by Praxair.

F-7
<PAGE>

Historical Purchase Opening
Balance Sheet Accounting Balance Sheet
December 31, 1995 Adjustments January 1, 1996
(Pre-Praxair) Increase/(Decrease) (Post-Praxair)
------------- ------------------- --------------
<S> <C> <C> <C>

ASSETS
Cash and cash equivalents $12,850 $- $12,850

Accounts receivable 106,634 4,095 (A) 110,729
Contracts in progress 70,918 - 70,918
Assets held for sale 5,157 4,374 (B) 9,531
Deferred income taxes 7,369 (7,369) (C) -
Other current assets 14,617 (192) (A) 14,425
--------- -------- --------
Total current assets 217,545 908 218,453

Property and equipment 100,496 4,307 (B) 104,803
Assets held for sale 2,235 7,527 (B) 9,762
Deferred income taxes 28,405 (28,405) (C) -
Goodwill - 12,673 (D) 12,673
Other non-current assets 7,444 3,238 (A) 10,682
--------- -------- --------
Total Assets $356,125 $248 $356,373
======== ==== ========

LIABILITIES & SHAREHOLDER'S EQUITY
LIABILITIES
Contracts in progress $47,660 $3,153 (A) $50,813
Other current liabilities 59,545 5,048 (E) 64,593
Debt to Parent Company - 55,000 (F) 55,000
Other non-current liabilities 62,413 28,554 (E) 90,967
-------- -------- --------
Total liabilities 169,618 91,755 261,373

SHAREHOLDER'S EQUITY
Common stock 1 - 1
Additional paid-in capital 185,493 52,292 (A) 237,785
Retained earnings 159,672 (159,672) (G) -
Advances to Parent Company (142,786) - (142,786)
Cumulative translation adjustment (15,873) 15,873 (G) -
-------- -------- --------
Total shareholder's equity $186,507 (91,507) $95,000

Total liabilities & shareholder's equity $356,125 $248 $356,373
======== ==== ========
</TABLE>

Description of Purchase Accounting Adjustments:

(A) To record other estimated fair value and purchase accounting adjustments.

(B) To record estimated fair value of property, equipment and assets held for
sale and to reclassify certain assets from property to assets held for
sale.

(C) To write-off $38,093 of U.S. deferred tax assets not realizable on a
stand-alone company basis and to reclassify $2,319 of foreign deferred tax
liabilities.

(D) To record goodwill which will be amortized over 40 years.

(E) Relates primarily to recognition of the unamortized portion of actuarial
gains and losses and other adjustments relating to the Company's defined
benefit and postretirement plans and the recognition of severance for
personnel reductions.

(F) To record the assumption of Praxair acquisition related debt in the
Company's financial statements.

(G) To eliminate historical retained earnings and cumulative translation
adjustment.

F-8
<PAGE>

2. Significant Accounting Policies:

Basis of Consolidation

The consolidated financial statements include all significant subsidiaries where
control exists and are attributable to the Company's continuing operations.
Significant intercompany balances and transactions are eliminated in
consolidation. Investments in non-majority owned affiliates are accounted for by
the equity method.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities. Management is also
required to make judgments regarding the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Revenue Recognition

Revenues are recognized on the percentage of completion method. Earned revenue
is based on the percentage that incurred costs-to-date bear to total estimated
costs after giving effect to the most recent estimates of total cost. The
cumulative impact of revisions in total cost estimates during the progress of
work is reflected in the year in which these changes become known. Earned
revenue reflects the original contract price adjusted for agreed upon claim and
change order revenue, if any. Losses expected to be incurred on jobs in process,
after consideration of estimated minimum recoveries from claims and change
orders, are charged to income as soon as such losses are known. Progress
billings in accounts receivable are currently due and exclude retentions until
such amounts are due in accordance with contract terms. Cost of revenues include
direct contract costs such as material and construction labor, and indirect
costs which are attributable to contract activity.

Foreign Currency Translation and Exchange

The primary effects of foreign currency translation adjustments are recognized
in shareholders' equity as cumulative translation adjustment. Charges for
foreign currency exchange losses are included in the determination of income,
and were $974, $674 and $1,003 in 1995, 1994 and 1993, respectively.

Cash Equivalents

Cash equivalents are considered to be all highly liquid securities with original
maturities of three months or less.

F-9
<PAGE>

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line
basis over their estimated useful lives: buildings and improvements, 10 to 40
years; plant and field equipment, 3 to 20 years. Renewals and betterments which
substantially extend the useful life of an asset are capitalized and
depreciated. Depreciation expense was $16,077, $15,569 and $16,178 for the years
ended December 31, 1995, 1994 and 1993, respectively.

The Company expects that there will be no material effect on its financial
position or results of operations resulting from the January 1, 1996 adoption of
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of.

Assets Held for Sale

The Company separately classified several assets held for sale as of December
31, 1995 and 1994. These assets are valued at estimated realizable value and
were classified as current and non-current based on their expected selling date.

Financial Instruments

The Company uses various methods and assumptions to estimate the fair value of
each class of financial instrument. Due to their nature, the carrying value of
cash and temporary cash investments, accounts receivable and accounts payable
approximates fair value. The Company's other financial instruments are not
significant. For the years ended December 31, 1995, 1994 and 1993, the Company
recorded interest expense on notes payable and certain other liabilities.

Forward Contracts

The Company periodically uses forward contracts to hedge foreign currency assets
and foreign currency payments that the Company is committed to make in
connection with the normal course of its business. Gains or losses on forward
contracts designated to hedge a foreign currency transaction are included in the
measurement of income. At December 31, 1995, the Company had forward contracts,
which mature throughout 1996, for foreign currencies totaling $4,900. The fair
value of forward contracts approximated their carrying value in the financial
statements at December 31, 1995. The counterparties to the Company's forward
contracts are major financial institutions, which the Company continually
evaluates as to their creditworthiness. The Company has never experienced, nor
does it anticipate, nonperformance by any of its counterparties.

Research and Development

Expenditures for research and development activities, which are charged to
income as incurred, amounted to $2,474, $3,624 and $4,553 in 1995, 1994 and
1993, respectively.

F-10
<PAGE>

Pending Accounting Pronouncements

In October 1995, the Financial Accounting Standards Board issued Statement No.
123, "Accounting for Stock-Based Compensation," which encourages, but does not
require, companies to recognize compensation expense for grants of common stock,
stock options and other equity instruments to employees based on new fair value
accounting rules. The Company does not expect to adopt the new rules and will
continue to apply the existing accounting rules contained in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Statement No. 123 requires companies to comply with certain disclosures about
stock-based employee compensation arrangements regardless of the method used to
account for them.

3. Transactions with Industries:

Related-party transactions with Industries not disclosed elsewhere in the
financial statements are as follows:

Revenues from Affiliates

The Company provides services to affiliates of Industries for the construction
and expansion of facilities and for certain repair and maintenance work. During
the years ended December 31, 1995, 1994 and 1993, the Company recorded revenues
from affiliates of $40,374, $104,045 and $42,843, respectively. Gross profit,
net of overhead costs, were $5,516, $9,422 and $6,358 for the years ended
December 31, 1995, 1994 and 1993, respectively. The Company believes these
revenues and gross profits approximate those of similar services provided to
independent third parties.

Advances to Parent Company

Advances to Parent Company represent advances to Industries and its affiliates
from operating cash flows generated by the Company, net of cash received from
Industries and its affiliates to fund operating and investing activities.

The Advances to Parent Company have been included as a component of
shareholder's equity as such amounts are generally not due and payable, and as
the Advances to Parent Company will be eliminated as a part of the Company's
reorganization, as discussed in Note 12.

Corporate Services

Industries provided certain support services to the Company including legal,
finance, tax, human resources, information services, research and development
and risk management. These charges are allocated by Industries to the Company
based on various methods which reasonably approximate the actual costs incurred.
The allocations recorded by the Company for these corporate services in the
accompanying consolidated income statements were approximately $10,008, $11,599
and $11,303 for the years ended December 31, 1995, 1994 and 1993, respectively.
The amounts allocated by Industries are not necessarily indicative of the actual
costs which may have been incurred had the Company operated as an entity
unaffiliated with Industries. However, the Company believes that the allocation
is reasonable and in accordance with the Securities and Exchange Commission's
Staff Accounting Bulletin No. 55.

F-11
<PAGE>

4. Uncompleted Contracts:

Contract terms generally provide for progress billings based on completion of
certain phases of the work. The excess of revenues recognized for construction
contracts over progress billings on uncompleted contracts is reported as a
current asset and the excess of progress billings over revenues recognized on
uncompleted contracts is reported as a current liability as follows:

1995 1994
----------- ---------

Revenues recognized on uncompleted contracts $ 654,619 $ 785,703
Billings on uncompleted contracts 631,361 762,658
----------- ----------
$ 23,258 $ 23,045
====== ======

Shown on balance sheet as:
Contracts in progress with earned revenues
exceeding related progress billings $ 70,918 $ 64,624
Contracts in progress with progress billings
exceeding related earned revenues 47,660 41,579
----------- ----------
$ 23,258 $ 23,045
====== ======

5. Leases:

Certain facilities and equipment are rented under operating leases that expire
at various dates through 2015. Rental expense on operating leases was $3,589,
$3,472 and $5,512 in 1995, 1994 and 1993, respectively. Future rental
commitments during the years ending in 1996 through 2000 and thereafter are
$3,476, $1,873, $1,122, $885, $597 and $1,061, respectively.

6. Supplemental Balance Sheet Detail:

The activity recorded in the allowance for doubtful accounts is as follows:
<TABLE>
<CAPTION>

Deductions -
Balance, write-off of trade Balance,
beginning of Charges to receivables, end of
the year Expense net of recoveries year
-------- ------- ----------------- ----
<S> <C> <C> <C> <C>

For the year ended
December 31, 1995 $2,862 $5,656 $(2,175) $6,343

For the year ended
December 31, 1994 3,039 2,071 (2,248) 2,862

For the year ended
December 31, 1993 1,872 2,189 (1,022) 3,039

</TABLE>
F-12
<PAGE>

The components of property and equipment are:

1995 1994
----------- ----------

Land and improvements $ 10,373 $ 21,739
Buildings and improvements 39,704 46,367
Plant and field equipment 164,964 189,057
----------- ----------
Total property and equipment 215,041 257,163

Accumulated depreciation (114,545) (140,487)
----------- ----------
Net property and equipment $ 100,496 $ 116,676
=========== ==========

The components of accrued liabilities are:
1995 1994
----------- -----------
Insurance and litigation reserves $ 11,700 $ 11,356
Payroll, vacation and bonuses 9,461 7,133
Accrued accounts payable 6,182 5,406
Other 10,036 13,700
---------- ----------
$ 37,379 $ 37,595
========== ==========

The components of non-current liabilities are:

1995 1994
----------- ------------
Insurance and litigation reserves $ 27,403 $ 25,504
Postretirement health care liability 22,583 24,986
Other 6,825 8,856
------------ ------------
$ 56,811 $ 59,346
============ ============

7. Commitments and Contingent Liabilities:

Environmental Matters

A subsidiary of the Company was a minority shareholder from 1934 to 1954 in a
company which owned or operated at various times several wood treating
facilities at sites in the United States, some of which are currently under
investigation, monitoring or remediation under various environmental laws. With
respect to some of these sites, the Company has been named a potentially
responsible party ("PRP") under CERCLA and similar state laws. Without admitting
any liability, the Company has entered into a consent decree with the federal
government regarding one of these sites and has had an administrative order
issued against it with respect to another. There can be no assurance that the
Company will not be required to clean up one or more of these sites pursuant
to agency directives or court orders. The Company has been involved in
litigation concerning environmental liabilities, which are currently
indeterminable, in connection with certain of those sites. The Company denies
any liability for each site and believes that the successors to the wood
treating business are responsible for the costs of remediation of the sites.
Without admitting any liability, the Company has reached settlements for
environmental clean-up at most of the sites. In July 1996, a judgment in favor
of the Company was entered in

F-13
<PAGE>

the suit Aluminum Company of America vs. Beazer East, Inc. vs. Chicago Bridge &
Iron Company, instituted in January 1991 before the U.S. District Court for the
Western District of Pennsylvania. In July 1996, Beazer East, Inc. filed an
appeal which is currently pending before the United States Court of Appeals for
the Third Circuit. Although the Company believes that it will be successful in
such appeal and that such settlements and any remaining potential liability will
not be material, there can be no assurance that the Company will be successful
in upholding the judgment in its favor or that such settlements and any
remaining potential liability will not have a materially adverse effect on its
business, financial condition or results of operations.

The Company's facilities have operated for many years and substances which are
or might be considered hazardous were used and disposed of at some locations,
which will or may require the Company to make expenditures for remediation. In
addition, the Company has agreed to indemnify parties to whom it has sold
facilities for certain environmental liabilities arising from acts occurring
before the dates those facilities were transferred. The Company believes that
any potential liability for these matters will not have a materially adverse
effect on its business, financial condition or results of operations.

Along with multiple other parties, a subsidiary of the Company is currently a
PRP under CERCLA and analogous state laws at several sites as a generator of
wastes disposed of at such sites. While CERCLA imposes joint and several
liability on responsible parties, liability for each site is likely to be
apportioned among the parties. The Company does not believe that its potential
liability in connection with these sites, either individually or in the
aggregate, will have a material adverse effect on the Company's business,
financial condition or results of operations.

The Company does not anticipate incurring material capital expenditures for
environmental controls or for investigation or remediation of environmental
conditions during the current or succeeding fiscal year. Nevertheless, the
Company can give no assurance that it, or entities for which it may be
responsible, will not incur liability in connection with the investigation and
remediation of facilities it currently (or formerly) owns or operates or other
locations in a manner that could materially and adversely affect the Company.

Other Contingencies

In 1991, CBI Na-Con, Inc. ("CBI Na-Con"), a subsidiary of the Company, installed
a catalyst cooler bundle at Fina Oil & Chemical Company's ("Fina") Port Arthur,
Texas Refinery. In July of 1991, Fina alleges that the catalyst cooler bundle
was defective and had it replaced. Fina is seeking approximately $20 million in
damages for loss of use of Fina's catalyst cracking unit and the cost of
replacement of the catalyst cooler bundle. On June 28, 1993, Fina filed a
complaint against CBI Na-Con before the District Court of Harris County, Texas
in Fina Oil & Chemical Company vs. CBI Na-Con, Inc. et al. The Company denies
that it is liable. While the Company believes that it will eventually prevail in
the lawsuit, there can be no assurance that if the Company is finally determined
to be liable, any such liability will not have a materially adverse effect on
its business, financial condition or results of operations.

F-14

<PAGE>

The Company is a defendant in a number of other lawsuits arising in the normal
course of its business. While it is impossible at this time to determine with
certainty the ultimate outcome of these lawsuits, the Company's management
believes that adequate provision has been made for probable losses with respect
thereto as best as can be determined at this time and that the ultimate outcome,
after provisions therefore, will not have a material adverse effect on the
Company's business, financial condition, and results of operations. The adequacy
of reserves applicable to the potential costs of being engaged in litigation and
potential liabilities resulting from litigation are reviewed as developments in
the litigation warrant.

The Company is jointly and severally liable for certain liabilities of
partnerships and joint ventures. The Company has also given certain guarantees,
principally in connection with the performance of contracts and repayment of
obligations by its subsidiaries and other ventures in which the Company has
financial interests. As collateral for these guarantees, the Company is
contingently liable in the amount of $56,456 at December 31, 1995.

The Company has elected to retain portions of anticipated losses through the use
of deductibles and self-insured retentions for its exposures related to third
party liability and workers' compensation. Liabilities in excess of these
amounts are the responsibilities of an insurance carrier. To the extent the
Company self-insures for these exposures, reserves have been provided for based
on management's best estimates with input from the Company's legal and insurance
advisors. Changes in assumptions, as well as changes in actual experience, could
cause these estimates to change in the near term. The Company's management
believes that the aggregate liability, if any, for these matters will not be
material to its financial position or the results of operations. At December 31,
1995 and 1994, the Company's insurance reserves included liabilities for certain
service related subsidiaries which have been excluded from the Company's results
of operations, in exchange for a fee paid by those entities. It is the Company's
intention to restructure the insurance program subsequent to September 30, 1996,
to exclude the service related subsidiaries.

8. Employee Benefit Programs:

Health and Welfare Programs

The Company participates in various health and welfare programs for their active
employees that are sponsored by Industries. These programs include medical, life
insurance and disability. The Company reimburses Industries for its
proportionate cost of these programs based on historical experience and relative
headcount. The Company recorded expense related to the reimbursement of these
costs of approximately $10,731, $11,310 and $12,830 in the years ended December
31, 1995, 1994 and 1993, respectively. The costs are charged to cost of revenues
and selling and administrative expenses based on the number of employees in each
of these categories. The Company believes its allocation of the proportionate
cost is reasonable. Effective January 1, 1997, the Company intends to terminate
participation in the Industries-sponsored plans and initiate its own plans.

Stock Benefit Programs

The Company participated in an employee stock ownership plan, a restricted stock
award plan, employee stock purchase plans and a stock option plan sponsored by
Industries. The Company reimbursed Industries for its proportionate cost of
these programs based on an estimate of the proportionate costs attributable to
its employees. The Company recorded expense related to the reimbursement of
these costs of approximately $7,296, $6,400 and $6,284 in the years ended
December 31, 1995, 1994 and 1993, respectively. The Company believes its
allocation of the proportionate cost was reasonable. As a result of the
acquisition of Industries by Praxair, these stock programs were terminated.

F-15

<PAGE>

Pension and Defined Contribution Plans

The Company participates in a defined benefit plan sponsored by Industries (the
"CBI Pension Plan"), three defined benefit plans sponsored by the Company's
Canadian subsidiary, and makes contributions to union sponsored multi-employer
pension plans. The CBI Pension Plan, which is the principal non-contributory
defined benefit plan, covers most U.S. salaried employees. The Company's
Canadian pension plans cover field, hourly, and salaried employees. The Company
made contributions of $2,863, $4,641 and $3,284 in the years ended December 31,
1995, 1994 and 1993, respectively, to the union sponsored multi-employer pension
plans. Benefits under these defined benefit plans are based on years of service
and compensation levels.

The Company's net pension expense amounted to $2,692, $3,575 and $2,765 in 1995,
1994 and 1993, respectively. The Company reimburses Industries for its
proportionate cost of these programs and funds pension costs as required.
Separate calculations for the Company of the components of net pension cost and
funded status are not available for the U.S. plan. The following tables reflect
the components of net pension cost and the funded status of the Industries
pension plans, which include the Company and the Company's Canadian pension
plans:

Net Pension Cost
<TABLE>
<CAPTION>
1995 1994 1993
------------------ ----------------- ----------------------
US Canada US Canada US Canada
-- ------ -- ------ -- ------
<S> <C> <C> <C> <C> <C> <C>

Service cost $ 4,326 $ 291 $ 5,096 $ 368 $ 3,756 $ 504
Interest cost 6,803 1,218 6,467 1,223 5,384 1,273
Actual return on assets (15,420) (1,515) (1,262) (1,742) (5,177) (1,606)
Net amortization and deferral 9,523 (239) (2,961) (472) 1,840 (358)
------- ------- ------- ------- ------- -------
Net defined benefit pension plans
expense $ 5,232 $ (245) $ 7,340 $ (623) $ 5,803 $ (187)
======= ======= ======= ======= ======= =======
Amount allocated to Company $ 2,937 $ (245) $ 4,198 $ (623) $ 2,952 $ (187)
======= ======= ======= ======= ======= =======

</TABLE>

Funded Status 1995 1994
------------------- ---------------------

US Canada US Canada
-- ------ -- ------
<S> <C> <C> <C> <C>

Accumulated benefit obligation including vested benefits of
$85,378 in 1995 and $68,378 in 1994 $(80,495) $(15,611) $(63,112) $(14,083)
Additional benefits based on projected salary levels (24,867) (2,682) (19,266) (3,085)
--------- --------- --------- ---------
Projected benefit obligation (105,362) (18,293) (82,378) (17,168)

Market value of plan assets 73,622 23,718 52,012 24,612
--------- --------- --------- ---------
Projected benefit obligation over plan assets (31,740) 5,425 (30,366) 7,444
Unrecognized loss 24,648 3,042 18,511 1,818
Unrecognized net transition asset (545) (3,622) (606) (4,887)
Unrecognized prior service cost 4,516 495 4,940 545
Additional minimum liability (3,753) - (3,579) -
--------- --------- --------- ---------
Pension asset/(liability) $ (6,874) $ 5,340 $ (11,100) $ 4,920
======== ======= ========= =======
Amount allocated to Company $ (3,003) $ 5,340 $ (3,173) $ 4,920
======== ======= ========= =======
</TABLE>

F-16

<PAGE>

The principal defined benefit plan assets consist of long-term investments,
including equity and fixed income securities and cash. The significant
assumptions used in determining pension expense and the related pension
obligations were: discount rate of 7.25%, 8.5% and 7.5% in 1995, 1994 and 1993,
respectively; increase in compensation levels of 4.5% in 1995, 1994 and 1993,
respectively; and long-term rate of return on plan assets of 9.0% in 1995, 1994
and 1993, respectively.

The Company is the sponsor for several defined contribution plans which cover
salaried and hourly employees for which the Company does not provide matching
contributions. The cost of these plans to the Company was insignificant in 1995,
1994 and 1993.

Effective January 1, 1997, the Company intends to adopt a new tax-qualified
defined contribution plan ("New 401(k) Plan") for eligible employees. The
Company expects that this plan would consist of a voluntary pre-tax salary
deferral feature under Sections 401(k) of the Internal Revenue Code, a Company
matching contribution, and an additional Company profit-sharing contribution to
be determined annually by the Company. The New 401(k) Plan will substantially
replace the current Industries-sponsored pension and 401(k) plans.

Benefit accruals under the CBI Pension Plan for current Company employees will
cease, and be frozen as of December 31, 1996. However, it is anticipated that
the Company will continue to participate in the CBI Pension Plan as a
contributing employer after December 31, 1996. The Company's obligation to fund
portion of the accumulated benefit obligation for its active employees in excess
of plan assets was fixed at $14,235 as of January 1, 1997, is payable to Praxair
over a twelve-year period beginning December 31, 1997, with interest at 7.5%.

Of the three previously mentioned Canadian plans, one was terminated in
December 1994. Since that time, all members who elected to transfer their
balance have been paid out, while the remaining members continue to have
benefits under the plan. The second plan is in the process of being terminated.
Curtailment gains and losses for these plans were insignificant.

Postretirement Health Care and Life Insurance Benefits

The Company participates in a health care and life insurance benefit program
sponsored by Industries. This program provides certain separate health care and
life insurance benefits for employees retiring under the principal
non-contributory defined benefit pension plan of Industries. Retiree health care
benefits are provided under an established formula which limits costs based on
prior years of service of retired employees. This plan may be changed or
terminated by Industries at any time.

The Company's net cost of providing postretirement benefits for retirees was
$2,258, $2,326 and $2,462 in 1995, 1994 and 1993, respectively. The Company
reimburses Industries for its proportionate cost of this program. Separate
calculations of the components of the net postretirement benefit cost for the
Company and the Company's funded status are not available. The following tables
reflect the components of the net cost of postretirement benefits and the funded
status for the entire Industries plan, which includes the Company:

F-17

<PAGE>

Net Periodic Postretirement Benefit Cost 1995 1994 1993
---- ---- ----

Service cost $ 563 $ 683 $ 568
Interest cost 2,572 2,582 2,688
Actual return on assets 46 - -
Net amortization and deferral - (23) (45)
------ ------ -------
Postretirement health care and
life insurance benefits cost $ 3,181 $ 3,242 $ 3,211
====== ====== ======

Amount allocated to the Company $2,258 $2,326 $2,462
====== ====== ======

Net Postretirement Liability 1995 1994
----------- -----------
Accumulated postretirement benefit
obligation applicable to:
Retirees $ (25,136) $ (24,553)
Active employees (11,042) (11,535)
----------- ----------
Projected benefit obligation (36,178) (36,088)
----------- ----------
Plan assets - -
Unrecognized (gain)/loss 2,757 (1,272)
Unrecognized prior service costs 530 577
----------- ----------
Postretirement health care and life
insurance benefits (liability) $ (32,891) $ (36,783)
====== ======
Amount allocated to the Company $(24,069) $(27,367)
====== ======

The significant assumptions used in determining other postretirement benefit
expense were: discount rate of 7.25%, 8.5% and 7.5% in 1995, 1994 and 1993,
respectively; and long-term rate of return on plan assets of 9.0% in 1995 and
1994; and 10.0% in 1993.

Effective January 1, 1997, the Company intends to terminate its participation in
the program sponsored by Industries and initiate a similar program for its
active employees. The Company has a $20,497 obligation related to retired
employees of the Company payable to Praxair over a twelve-year period starting
December 31, 1997, with interest at 7.5%.

F-18
<PAGE>

9. Income Taxes:

The Company's results are included in the consolidated Federal income tax return
filed by Industries. The consolidated amount of current and deferred tax expense
is allocated among the members of the Industries group using the pro-rata
method, which assumes the Company's taxes would be filed as a part of
Industries' consolidated return. If the Company's tax provision for the year
ended December 31, 1995 had been computed as if the Company filed a separate
return, the provision would have been a benefit of $678.

The sources of income/(loss) before income taxes and minority interest are:

1995 1994 1993
---- ---- ----
U.S. $(25,387) $(395) $(22,919)
Non-U.S. (4,736) 21,271 8,265
------ ------ -----
$(30,123) $20,876 $(14,654)
======== ======= ========

The provision/(benefit) for income taxes consisted of:

1995 1994 1993
---- ---- ----

Current income taxes-
U.S. $(6,678) $(913) $(4,286)
Non-U.S. 1,586 6,399 3,430
----- ----- -----
(5,092) 5,486 (856)
------ ----- ----
Deferred income taxes-
U.S. (1,469) (1,109) (3,522)
Non-U.S. (1,532) (1,303) (1,702)
------ ------ ------
(3,001) (2,412) (5,224)
------ ------ ------
Total provision/(benefit) $(8,093) $3,074 $(6,080)
======= ====== =======

F-19
<PAGE>

The components of the deferred income tax provision/(benefit) are:

1995 1994 1993
--------- --------- -------

Depreciation expense $(586) $(1,225) $26
Non-U.S. activity (619) (1,966) (150)
Employee and retiree benefits (255) (540) 101
Special charges 250 4,069 (2,376)
Insurance (2,583) (909) (772)
Other, net 792 (1,841) (2,053)
--------- ---------- ----------
$(3,001) $(2,412) $(5,224)
===== ===== =====

A reconciliation of income taxes at the U.S. statutory rate and the
provision/(benefit) for income taxes follows:

1995 1994 1993
--------- --------- -------

Income/(loss) before income
taxes and minority interest $(30,123) $20,876 $(14,654)
--------- ---------- ----------
Tax provision/(benefit) at U.S.
statutory rate $(10,543) $7,307 $(5,129)
State income taxes 82 389 40
Non-U.S. tax rate differential
and losses without tax benefit 1,610 (4,933) 819
Other, net 758 311 (1,810)
--------- ---------- ----------
Provision/(benefit) for income
taxes $(8,093) $3,074 $(6,080)
--------- ---------- ----------
Effective tax rates (26.9)% 14.7% (41.5)%
========= ========== ==========

The principal temporary differences included in non-current deferred income
taxes reported on the balance sheets are:

1995 1994
--------- ----------

Depreciation expense $( 8,810) $(9,595)
Non-U.S. activity 10,541 8,652
Employee and retiree benefits 9,384 9,901
Special charges 2,781 2,520
Insurance 10,654 7,922
Other, net 3,855 3,503
---------- ----------
$28,405 $22,903
========== ==========

F-20
<PAGE>

Current deferred tax assets at December 31, 1995 of $7,369 consist of temporary
differences resulting from insurance, $4,089; employee and retiree benefits,
$2,141; and other items, net $1,139.

Realization of recognized tax assets is dependent on generating sufficient
future taxable income. Although realization is not assured, management believes
it is more likely than not that all of the tax assets will be realized on a
consolidated Industries basis. The amount of the tax asset considered
realizable, however, could be reduced in the near term if estimates of future
taxable income are reduced. The Company has not recorded any additional U.S.
deferred income taxes on indefinitely reinvested undistributed earnings of
non-U.S. subsidiaries and affiliates at December 31, 1995. If any such
undistributed earnings were distributed, foreign tax credits should become
available under current law to significantly reduce or eliminate any resulting
U.S. income tax liability.

10. Operations by Geographic Segment:

The Company operates in four major geographic business segments: North America;
Central and South America; Europe, Africa, Middle East; and Asia Pacific Area.
No customer accounted for more than 10% of revenues. Export sales, to unrelated
customers outside of the United States, were less than 10% of revenues in each
period reported. Transfers between geographic areas are not material. Corporate
costs were allocated to the segments based on their relative revenues, assets or
work force.

Revenues, income/(loss) from operations and assets by geographic area are:

1995 1994 1993
--------- --------- -------
Revenues
North America $ 317,698 $ 416,138 $ 399,446
Central and South America 54,605 118,616 71,344
Europe, Africa, Middle East 110,775 112,973 111,789
Asia Pacific Area 138,860 115,076 97,962
------- ------- ------
$621,938 $762,803 $680,541
======== ======== ========

Income/(loss) from operations
North America $(45,708) $ (11,579) $ (34,787)
Central and South America 9,866 11,368 8,508
Europe, Africa, Middle East (2,427) 856 (1,784)
Asia Pacific Area 7,754 18,759 10,651
----- ------ ------
$(30,515) $ 19,404 $ (17,412)
======== ======== =========

Assets
North America $197,034 $ 216,584 $ 232,742
Central and South America 17,043 21,332 31,296
Europe, Africa, Middle East 53,521 63,677 76,617
Asia Pacific Area 88,527 58,319 68,281
------ ------ ------
$356,125 $ 359,912 $ 408,936
======== ========= =========

F-21
<PAGE>

11. Special Charges:

1995 1994 1993
---- ---- ----
Litigation $ $16,990 $15,000
-
Restructuring 5,230 - 7,900
Gains on sale of investments - (7,000) -
------ ------ -------
Total $5,230 $9,990 $22,900
====== ====== =======

In the fourth quarter of 1995, the Company recorded a special charge of $5,230
for restructuring costs, including $1,850 in non-cash provisions for the
write-down of a facility which has been closed and $3,380 in cash provisions for
workforce reductions and idle facility costs. The closed facility has been
classified as assets held for sale at December 31, 1995. Substantially all of
the cash portion of the reserves established for these restructuring costs was
expended during 1996.

In 1994, the Company recorded a net special charge of $9,990 to recognize
$16,990 in expense related to a major litigation settlement against the Company
and $7,000 in gains in conjunction with the sale of certain investments. No
additional expense related to this litigation is anticipated by the Company.

In the fourth quarter of 1993, the Company recorded a special charge of $22,900.
Included within this special charge was $15,000 in expense related to two major
litigation settlements against the Company. Also included within the special
charge were non-cash provisions totaling $6,000 for the write-down of excess,
non-performing assets to their estimated net realizable value and $1,900 for
idle facility costs. The reserve established for idle facilities costs were
expended during 1994.

12. Subsequent Events:

In November 1996, Chi Bridge Holdings Inc. (the "Selling Shareholder"), a
subsidiary of Praxair, formed its wholly-owned subsidiary, Chicago Bridge & Iron
Company N.V. (the "Issuer"), a corporation organized under the laws of the
Netherlands. In December 1996, the Issuer filed a registration statement with
the Securities and Exchange Commission for an initial public offering of a
majority of the Issuer's common shares (the "Offering"). Praxair and its
affiliates will own the balance of the Issuer's shares. The net proceeds of the
Offering will remain with Praxair or its affiliates and the Issuer will not
receive any of the proceeds from the sale of its common shares.

Prior to the consummation of the Offering, Praxair and certain of its
subsidiaries will consummate a reorganization whereby (i) the Company, which is
currently a direct subsidiary of the Selling Shareholder, will declare and pay a
dividend of approximately $_____ to the Selling Shareholder; (ii) the shares of
substantially all of the Company's non-U.S. subsidiaries will be transferred by
dividend to the Selling Shareholder and contributed to the Issuer in exchange
for additional common shares of the Issuer and then contributed by the Issuer to
Chicago Bridge & Iron Company B.V.; and (iii) the Selling Shareholder will
contribute the shares of the Company to the Issuer in exchange for additional
common shares of the Issuer.

F-22
<PAGE>

Impact of Operating as a Stand-Alone Entity

The accompanying financial statements reflect the Company's costs of doing
business, including expenses incurred by Industries on the Company's behalf in
accordance with SEC Staff Accounting Bulletin No. 55. However, the Company
estimates it would have incurred increased expenses as a stand-alone company as
well as other incremental public company expenses. These additional costs would
have decreased pretax income by approximately $1,900 for the year ended December
31, 1995.

13. Quarterly Operating Results (unaudited)

The following table sets forth selected unaudited consolidated statement of
income information for the Company on a quarterly basis for the three months
ended March 31, June 30 and September 30, 1996 and the years ended December 31,
1995 and 1994:

Post-Praxair Acquisition Three Months Ended 1996
- ------------------------
Mar 31 June 30 Sep 30
------------ ------------ ------------
Revenues $ 139,721 $ 160,789 $ 183,021
Gross profit 15,885 18,217 17,823
Special (charges) / credits (1) 0 0 0
Income (loss) from operations 5,647 6,955 8,539
Net income (loss) 2,370 3,187 5,373

Pre-Praxair Acquisition Three Months Ended 1995
- -----------------------
Mar 31 June 30 Sep 30 Dec 31
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>

Revenues $ 160,584 $ 156,385 $ 147,341 $ 157,628
Gross profit 11,528 9,542 6,583 (9,915)
Special (charges) / credits (1) 0 0 0 (5,230)
Income (loss) from operations 1,223 (32) (2,965) (28,741)
Net income (loss) 1,164 2,022 (5,262) (23,530)

Three Months Ended 1994
Mar 31 June 30 Sep 30 Dec 31
--------------- --------------- --------------- ----------------
Revenues $ 161,151 $ 190,942 $ 192,821 $ 217,889
Gross profit 20,174 20,142 13,142 21,439
Special (charges) / credits (1) 1,700 1,200 (16,990) 4,100
Income (loss) from operations 10,780 9,624 (14,898) 13,898
Net income (loss) 7,286 6,677 (10,713) 13,193

(1) As discussed in the Notes to Consolidated Financial Statements for the
three years ended December 31, 1995, the Company recorded special charges
in 1995 and 1994 for a major litigation settlement and restructuring
expenses. The 1994 special charge is net of gains on the sale of certain
investments.

F-23
<PAGE>
THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS PREDECESSOR
ARE NOT COMPARABLE IN CERTAIN RESPECTS (NOTE 1)

CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES
(POST-PRAXAIR ACQUISITION)
(Unaudited)

CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
September 30,
ASSETS 1996
------ --------------
Current Assets:
Cash and cash equivalents $ 20,013
Accounts receivable, net of allowance for
doubtful accounts of $2,816 96,449
Contracts in progress with earned revenues
exceeding related progress billings 93,147
Assets held for sale 8,559
Other current assets 6,581
-----------
Total current assets 224,749
-----------
Property and equipment 98,972
Assets held for sale 5,309
Goodwill 12,092
Other non-current assets 9,840
-----------
Total assets $350,962
===========

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

Current Liabilities:
Notes payable $ 1,218
Accounts payable 25,335
Accrued liabilities 36,699
Contracts in progress with progress billings
exceeding related earned revenues 49,673
Other current liabilities 5,192
-----------
Total current liabilities 118,117
-----------
Deferred income taxes 1,614
Debt to Parent Company 55,000
Other non-current liabilities 77,111
Minority interest in subsidiaries 6,806
-----------
Total liabilities 258,648
-----------
SHAREHOLDER'S EQUITY:
Common stock, $1 par value, 1,000
authorized shares; 1
1,000 issued and outstanding
Additional paid-in capital 237,785
Retained earnings 10,930
Advances to Parent Company (155,758)
Cumulative translation adjustment (644)
-----------
Total shareholder's equity 92,314
-----------
Total liabilities and
shareholder's equity $350,962
===========
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-24
<PAGE>
THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS PREDECESSOR
ARE NOT COMPARABLE IN CERTAIN RESPECTS (NOTE 1)

CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES

(Unaudited)

CONSOLIDATED INCOME STATEMENTS
(in thousands)

Post-Praxair Pre-Praxair
Acquisition Acquisition
Nine Months Ended Nine Months Ended
September 30, 1996 September 30, 1995
------------------ ------------------

Revenues $483,531 $464,311
Cost of revenues 431,606 436,659
------- -------

Gross profit 51,925 27,652

Selling and administrative expenses 30,784 29,427
------ ------

Income (loss) from operations 21,141 (1,775)

Interest expense (3,787) (835)
Other income 581 1,245
------ -----

Income (loss) before taxes and
minority interest 17,935 (1,365)

Income tax expense (benefit) 4,674 (1,467)
------ ------

Income before minority interest 13,261 102

Minority interest in income 2,331 2,179
----- -----

Net income (loss) $10,930 $(2,077)
========== ==========

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-25
<PAGE>

THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS PREDECESSOR
ARE NOT COMPARABLE IN CERTAIN RESPECTS (NOTE 1)

CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES
(POST-PRAXAIR ACQUISITION)

(Unaudited)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(in thousands)

</TABLE>
<TABLE>
<CAPTION>
Additional Advances Cumulative Total
Common Paid-in Retained to Parent Translation Shareholder's
Stock Capital Earnings Company Adjustment Equity
--------- ---------- ------------ ----------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>

Balance at December 31, 1995 $1 $185,493 $159,672 $(142,786) $(15,873) $186,507
Praxair acquisition adjustments - 52,292 (159,672) - 15,873 (91,507)
------ -------- -------- --------- -------- --------
Balance at January 1, 1996 1 237,785 - (142,786) - 95,000
Net income (loss) - - 10,930 - - 10,930
Translation adjustment - - - - (644) (644)
Advances (to) / from Parent Company - - - (12,972) - (12,972)
------ -------- -------- --------- -------- --------
Balance at September 30, 1996 $1 $237,785 $ 10,930 $(155,758) $(644) $92,314
====== ======== ======== ========= ===== =======

</TABLE>

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-26
<PAGE>
THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS PREDECESSOR
ARE NOT COMPARABLE IN CERTAIN RESPECTS (NOTE 1)
CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES
(UNAUDITED)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
Post-Praxair Pre-Praxair
Acquisition Acquisition
Nine Months Ended Nine Months Ended
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $10,930 $(2,077)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 12,605 10,977
(Gain)/loss on sale of fixed assets 354 (3,844)
Change in working capital accounts (see below) (3,354) (32,006)
---------------- ----------------
Net Cash Provided by / (Used in) Operating Activities 20,535 (26,950)
---------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets 6,583 7,712
Capital expenditures (8,075) (11,945)
Increase/(decrease) in equity in unconsolidated affiliates (222) 1,216
Increase/(decrease) in other 1,873 (769)
---------------- ----------------
Net Cash Provided by / (Used in) Investing Activities 159 (3,786)
---------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Advance (to)/from Parent Company (12,972) 26,431
Decrease in notes payable, long-term debt (559) (655)
---------------- ----------------
Net Cash Provided by / (Used in) Financing Activities (13,531) 25,776
---------------- ----------------

Increase/(decrease) in cash & cash equivalents 7,163 (4,960)
Cash and cash equivalents, beginning of the year 12,850 16,090
---------------- ----------------
Cash and cash equivalents, end of the period $20,013 $11,130
================ ================

CHANGE IN WORKING CAPITAL ACCOUNTS:
Decrease in receivables, net $14,421 $10,377
Increase in contracts in progress, net (23,369) (11,794)
(Increase)/decrease in other current assets 4,435 (841)
Decrease in accounts payable & accrued liabilities (6,747) (29,171)
Increase/(decrease) in other current liabilities 7,527 (4,644)
Decrease in deferred tax assets/liabilities 8 4,090
Increase/(decrease) in other 371 (23)
---------------- ----------------
Total $(3,354) $(32,006)
================ ================

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $245 $769
Cash paid for income taxes $2,341 $2,880
</TABLE>

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

F-27

<PAGE>
THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS PREDECESSOR
ARE NOT COMPARABLE IN CERTAIN RESPECTS (NOTE 1)

CHICAGO BRIDGE & IRON COMPANY AND SUBSIDIARIES

(POST-PRAXAIR ACQUISITION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Nine Months Ended September 30, 1996 and 1995
(in Thousands)

1. Organization and Significant Accounting Policies:

Unaudited Interim Financial Statements

The accompanying unaudited consolidated financial statements for Chicago Bridge
& Iron Company and Subsidiaries ("the Company") include all adjustments
necessary for a fair presentation of the results for the interim periods
presented. These adjustments consist of only normal and recurring adjustments.
The results of operations for interim periods are not necessarily indicative of
results of operations for the full year. These unaudited interim consolidated
financial statements should be read in conjunction with the full year 1995, 1994
and 1993 consolidated financial statements and notes thereto included elsewhere
in this registration statement.

Praxair Acquisition

Prior to January 12, 1996, the Company was a wholly owned subsidiary of CBI
Industries, Inc. ("Industries"). On January 12, 1996, pursuant to the merger
agreement dated December 22, 1995 (the "Merger"), Industries became a subsidiary
of Praxair, Inc. ("Praxair"). This Merger transaction was reflected in the
Company's consolidated financial statements as a purchase effective January 1,
1996 ("Merger Date"). Accordingly, the historical information provided for
periods prior to January 1, 1996 ("Pre-Praxair Acquisition") is not comparable
to subsequent financial information ("Post-Praxair Acquisition").

F-28
<PAGE>

The Merger and the related application of purchase accounting resulted in
changes to the capitalization and the historical basis of various assets of the
Company's Pre-Praxair Acquisition financial statements. The effect of such
changes significantly effects comparability of the financial position and
results of operations in the Company's Pre-Praxair Acquisition and Post-Praxair
Acquisition financial statements. A vertical black line has been used to
separate the Pre-Praxair Acquisition and the Post-Praxair Acquisition
information.

The fair value assigned to the Company as of the Merger Date was $150,000,
excluding any bank or assumed debt ("Merger Value"). This Merger Value
approximates the portion of the total purchase price that relates to the
Company. The allocation of this Merger Value to the fair value of individual
assets and liabilities is based on preliminary estimates of fair value and may
be revised at a later date. The preliminary allocation of this fair value
resulted in the write-up of property and equipment, the recognition of
restructuring reserves, the recognition of liabilities for pension and other
postretirement plans, and the recognition of a deferred tax asset valuation
allowance. The fair value of the Company's other assets and liabilities were
approximately equal to their historical carrying value. Effective January 1,
1996, the Company assumed $55,000 of acquisition-related debt. The excess of
purchase price over the fair value of net assets acquired represents goodwill
and is being amortized over 40 years. Refer to the Notes to the 1995
Consolidated Financial Statements included elsewhere in this registration
statement for further discussion of the purchase accounting adjustments.

Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
121--"Accounting for the Impairment of Long-Lived Assets" effective January 1,
1996. In accordance with the requirements of SFAS No. 121, the Company
continually evaluates whether events or circumstances have occurred that may
indicate the carrying value of its long-lived assets may not be recoverable.
When factors indicate that the asset should be evaluated for possible
impairment, the Company uses an estimate of the related future undiscounted cash
flows over the remaining useful life of the asset in measuring whether the asset
is recoverable. The Company has not recognized any material impairment losses
for the nine-months ended September 30, 1996, nor does management believe any
material impairment of long-lived assets exists as of September 30, 1996.

2. Debt:

In conjunction with Praxair's acquisition of Industries effective January 1,
1996, the Company assumed $55,000 of acquisition-related debt ("Debt to Parent
Company"). In contemplation of the public equity offering, the Company expects
to enter into a long-term credit agreement with a financial institution (or
group of financial institutions) in order to repay the Debt to Parent Company
and provide working capital. Until that time, the Company's cash requirements
will be funded by Praxair. Subsequent to September 30, 1996, the Company's
long-term debt balance will increase when the Company requires cash and decrease
when a cash surplus is available to reduce the long-term debt balance. The
Company will pay interest at 7% until the debt is repaid. Interest recorded for
the nine months ended September 30, 1996 was $2,888.

F-29
<PAGE>

3. Income Taxes:

As of January 1, 1996, in conjunction with the Praxair acquisition, the Company
adopted a change in accounting policy regarding the allocation of income taxes
from its parent. Prior to January 1, 1996, the consolidated amount of current
and deferred tax expense was allocated among the members of the Industries group
using the pro-rata method, which assumed the Company's taxes would be filed as a
part of Industries' consolidated return. Effective January 1, 1996, the
consolidated amount of current and deferred tax expense is allocated among the
members of the Praxair group based on each entity's tax attributes using a
separate return approach.

Under the pro-rata method, the Company had a net deferred tax asset in the
United States of $38,093 at December 31, 1995. This net deferred tax asset is
reduced in purchase accounting to $0 by a valuation allowance. The Company has a
net deferred tax liability in other countries of $2,319 at December 31, 1995
under the pro-rata method and at January 1, 1996 under the stand-alone method.
During the nine months ended September 30, 1996, $343 of the net deferred tax
assets in the United States were realized, resulting in a corresponding change
to goodwill of $343.

4. Operations by Geographic Segment:

Revenues and income/(loss) from operations by geographic area are:

For the nine months
ended September 30,
-------------------
1996 1995
---- ----
Revenues
North America $250,247 $236,784
Central and South America 62,249 42,936
Europe, Africa, Middle East 82,693 85,922
Asia Pacific Area 88,342 98,669
-------- --------
$483,531 $464,311
======== ========

F-30
<PAGE>

Income/(loss) from operations
North America $(1,597) $(18,428)
Central and South America 5,460 8,084
Europe, Africa, Middle East 5,515 587
Asia Pacific Area 11,763 7,982
-------- --------
$21,141 $ (1,775)
======== ========

5. Subsequent Events:

Prior to the consummation of the Offering, Praxair and certain of its
subsidiaries will consummate a reorganization whereby (i) the Company, which is
currently a direct subsidiary of the Selling Shareholder, will declare and pay
a dividend of approximately $_____ to the Selling Shareholder; (ii) the shares
of substantially all of the Company's non-U.S. subsidiaries will be transferred
by dividend to the Selling Shareholder and contributed to the Issuer in exchange
for additional common shares of the Issuer and then contributed by the Issuer to
Chicago Bridge & Iron Company B.V.; and (iii) the Selling Shareholder will
contribute the shares of the Company to the Issuer in exchange for additional
common shares of the Issuer.

F-31
<PAGE>

CHICAGO BRIDGE & IRON COMPANY N.V.

INDEX

Page

Report of Independent Public Accountants.............................. F-33
Balance Sheet as of November 22, 1996................................. F-34
Notes to Balance Sheet................................................ F-35

F-32

<PAGE>

Upon consummation of the Reorganization as discussed in Note 3 to the
Consolidated Financial Statements, we expect to be in a position to render the
following audit report.

ARTHUR ANDERSEN LLP
December 16, 1996

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholder of Chicago Bridge & Iron Company N.V.:

We have audited the accompanying balance sheet of Chicago Bridge & Iron Company
N.V. (a Netherlands corporation) as of November 22, 1996. This balance sheet is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Chicago Bridge & Iron Company N.V.
as of November 22, 1996, in conformity with generally accepted accounting
principles.

F-33
<PAGE>

CHICAGO BRIDGE & IRON COMPANY N.V.
BALANCE SHEET
As of November 22, 1996

(in thousands, except share data)

ASSETS
- ------

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $59
---
Total Assets . . . . . . . . . . . . . . . . . . . $59
===

LIABILITIES & SHAREHOLDER'S EQUITY
- ----------------------------------

SHAREHOLDER'S EQUITY:
Common Stock (NLG .01 par value, 50,000,000 shares
authorized; 10,000,000 issued and outstanding) . . . . . . . . . $59
---
Total Shareholder's Equity . . . . . . . . . . . . $59
===

The accompanying notes are an integral part of this balance sheet.

F-34
<PAGE>

CHICAGO BRIDGE & IRON COMPANY N.V.
Notes to Balance Sheet
November 22, 1996

(in thousands)

1. ORGANIZATION:

In November 1996, Chi Bridge Holdings Inc. (the "Selling Shareholder"), a
subsidiary of Praxair, Inc. ("Praxair"), formed its wholly-owned subsidiary
Chicago Bridge & Iron Company N.V. (the "Issuer"), a corporation organized under
the laws of the Netherlands.

2. SIGNIFICANT ACCOUNTING POLICIES:

The Issuer employs accounting policies that are in accordance with generally
accepted accounting policies in the United States. The functional currency for
the Issuer is the U.S. dollar. The translation from Dutch Guilders ("NLG") to
U.S. dollars is performed for balance sheet accounts using current exchange
rates in effect at the balance sheet date.

3. SUBSEQUENT EVENTS:

In December 1996, the Issuer filed a registration statement with the Securities
and Exchange Commission for an initial public offering of a majority of the
Issuer's common shares (the "Offering"). Praxair and its affiliates will own the
balance of the Issuer's shares. The net proceeds of the Offering will remain
with Praxair or its affiliates and the Issuer will not receive any of the
proceeds from the sale of its common shares.

Prior to the consummation of the Offering, Praxair and certain of its
subsidiaries will consummate a reorganization whereby (i) the Company, which is
currently a direct subsidiary of the Selling Shareholder, will declare and pay
a dividend of approximately $_____ to the Selling Shareholder; (ii) the shares
of substantially all of the Company's non-U.S. subsidiaries will be transferred
by dividend to the Selling Shareholder and contributed to the Issuer in
exchange for additional common shares of the Issuer and then contributed by the
Issuer to Chicago Bridge & Iron Company B.V.; and (iii) the Selling Shareholder
will contribute the shares of the Company to the Issuer in exchange for
additional common shares of the Issuer.

F-35

<PAGE>
========================================== ================================
No dealer, salesperson, or other indi-
vidual has been authorized to give any
information or to make any representations
other than those contained in this Prospec-
tus in connection with the offering covered
by this Prospectus. If given or made, such
information or representations must not be Common Shares
relied upon as having been authorized by
the Company, the Selling Shareholder or the
Underwriters. This Prospectus does not con-
stitute an offer to sell, or a solicitation
of an offer to buy, Common Shares in any
jurisdiction where, or to any person to
whom, it is unlawful to make such offer or Chicago Bridge & Iron Company N.V.
solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, create an
implication that there has not been a _________________
change in the facts set forth in this
Prospectus or in the affairs of the Company PROSPECTUS
since the date hereof.______ _________________
TABLE OF CONTENTS
Page
Prospectus Summary.................. 3
Risk Factors........................ 12
Dividend Policy..................... 24
Dilution............................ 25
Use of Proceeds..................... 25
Corporate Reorganization............ 26
Capitalization...................... 27
Selected Historical and Pro Forma
Consolidated Financial and
Other Data........................ 28
Unaudited Pro Forma Consolidated
Income Statements................. 32
Management's Discussion and
Analysis of Financial Condition
and Results of Operations......... 35
The Company......................... 45
Business............................ 50
Certain Transactions;
Relationship With Praxair......... 70
Principal and Selling Shareholders.. 73
Management.......................... 74
Description of Share Capital........ 87
Taxation............................ 93
Shares Eligible for Future Sale..... 97
Underwriting........................ 100
Legal Matters....................... 103
Experts............................. 103
Available Information............... 103
Service of Process and Enforce-
ment of Civil Liabilities......... 104
Index to Financial Statements....... F-1 , 1997
______________
Until , all dealers
effecting transactions in the Common Shares,
whether or not participating in this distri-
bution, may be required to deliver a Pro-
spectus. This delivery requirement is in
addition to the obligation of dealers to
deliver a Prospectus when acting as
Underwriters and with respect to their
unsold allotments or subscriptions.
====================================== ===================================
<PAGE>
PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

SEC registration fee........................................ $ 45,455
NASD filing fee............................................. 15,500
New York Stock Exchange listing fees........................ *
Printing and engraving expenses............................. *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Transfer Agent fees and expenses............................ *
Blue Sky fees and expenses
(including counsel fees).................................. *
Miscellaneous............................................... *
------
Total................................................. $ *
======
____________________

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Chicago Bridge & Iron Company N.V. ("the Issuer") is a Nether-
lands corporation.

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

The form of Underwriting Agreement to be filed as Exhibit 1.1
to this Registration Statement will contain certain provisions for indemni-
fication of directors and officers of 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 indemni-
fication, including procedures for directors to submit claims, for determi-
nation of directors' entitlement to indemnification (including the alloca-
tion 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.

Article 25 of the Articles of Association of the registrant
also provides that, to the fullest extent permitted by the law of The

II-1

<PAGE>
Netherlands, directors of the Issuer will not be personally liable for mon-
etary 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 15. Recent Sales of Unregistered Securities.

Since its inception on November 22, 1996, the Issuer has made
the following sales of unregistered securities:

On November 22, 1996, upon its formation, the Issuer issued
10,000,000 Common Shares to Chi Bridge Holdings, Inc. in exchange for a
capital contribution of NLG 100,000 (approximately $59,150, calculated on
the basis of the exchange rate published in The Wall Street Journal on
November 22, 1996).

All of the securities described above were issued without reg-
istration under the Securities Act of 1933, as amended, in reliance upon
the exemption provided by Section 4(2) of that Act. No underwriting com-
missions were paid in connection with such issuance.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following Exhibits are numbered in accordance with
the Exhibit Table of Item 601 of Regulation S-K.

1. Form of Underwriting Agreement.*

3. Articles of Association of the Issuer (English translation).

4.1 Specimen Stock Certificate.*

4.2 Agreement between Praxair and the Issuer allowing Praxair to
make binding nominations for the Issuer's Supervisory Board,
dated .*

5. Form of Opinion of Loeff Claeys Verbeke as to the validity of
the Common Shares being offered, including consent.*

8.1 Form of Opinion of Cahill Gordon & Reindel as to certain U.S.
tax matters relative to the Common Shares, including
consent.*

8.2 Form of Opinion of Loeff Claeys Verbeke as to certain Nether-
lands tax matters relative to the Common Shares, including
consent.*

II-2

<PAGE>
10.1 Form of Indemnification Agreement between the Issuer and its
Supervisory Directors.*

10.2 The Company's Employee Share Purchase Plan.*

10.3 The Company's Annual Incentive Bonus Plan.*

10.4 The Company's Omnibus Plan.*

10.5 The Company's Deferred Compensation Plan.*

10.6 The Company's 401(k) Retirement Plan.*

10.7 The Company's Excess Benefit Plan.*

10.8 The Company's Supplemental Executive Death Benefit Plan.*

10.9 Form of Agreement on Special Stock-Based, Long-Term Compensa-
tion Related to the Offering between the Company and certain
executive officers.*

10.10 Form of Termination Agreement between the Company and certain
executive officers.*

11. Computation of earnings per share.*

21. List of subsidiaries of the Issuer.*

23.1 Consent of Independent Public Accountants.

23.2 Consents of Loeff Claeys Verbeke (included as part of
Exhibits 5 and 8.2).*

23.3 Consent of Cahill Gordon & Reindel (included as part of
Exhibit 8.1).*

24. Powers of Attorney (included on signature page).

27. Schedule of Summary Financial Information.

______________________

* To be filed by amendment.

(b) Financial Statement Schedules

Schedules are omitted because of the absence of conditions
under which they are required or because the required information is given
in the financial statements or notes thereto.

II-3

<PAGE>
Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

1. To provide to the Underwriters at the closing specified
in the underwriting agreement certificates in such denominations and regis-
tered in such names as required by the Underwriters to permit prompt deliv-
ery to each purchaser.

2. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and con-
trolling persons of the Issuer pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Secu-
rities and Exchange Commission such indemnification is against public pol-
icy as expressed in the Securities Act of 1933, and is, therefore, unen-
forceable. If a claim for indemnification against such liabilities (other
than payment by the Issuer of expenses incurred or paid by a director,
officer or controlling person of the Issuer in the successful defense of
any action, suit or proceeding) is asserted by a director, officer or con-
trolling 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 juris-
diction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudica-
tion of such issue.

3. That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of Prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of Prospectus filed by the Issuer pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this registration statement as of the time it was declared
effective.

4. That for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securi-
ties at that time shall be deemed to be the initial bona fide offering
thereof.

5. The undersigned registrant hereby undertakes to provide
to the underwriter at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required
by the underwriter to permit prompt delivery to each purchaser.

II-4

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Danbury, State of Connecticut, on December 17, 1996.

CHICAGO BRIDGE & IRON COMPANY N.V.

By: /s/Robert F.X. Fusaro
-----------------------------
Robert F.X. Fusaro
Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned man-
aging directors of Chicago Bridge & Iron Company N.V., a Netherlands corpo-
ration, do hereby constitute and appoint Robert F.X. Fusaro, James S. Saw-
yer and William F. McClure, Jr., and each of them, the lawful attorneys and
agents or attorney or agent, with power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of the Secu-
rities and Exchange Commission in connection with this Registration State-
ment. Without limiting the generality of the forgoing power and authority,
the powers granted include the power and authority to sign names of the
undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, all whether pre-
effective or post-effective, and all supplements to this Registration
Statement and to any and all instruments, or documents filed as part of or
in conjunction with this Registration Statement or amendments, whether pre-
effective or post-effective, or supplements to this Registration Statement,
and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents or any of them shall do or cause to be done by virtue
hereof.

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

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

II-5

<PAGE>
Signature Title Date
--------- ----- ----

/s/ Robert F.X. Fusaro Managing Director December 17, 1996
- -------------------------
Robert F.X. Fusaro

/s/ James S. Sawyer Managing Director December 17, 1996
- -------------------------
James S. Sawyer

Registrant's Agent for
Service in the United States

/s/ Robert H. Wolfe December 17, 1996
- -------------------------
Robert H. Wolfe

II-6

<PAGE>
Exhibit Index

1. Form of Underwriting Agreement.*

3. Articles of Association of the Issuer (English
translation).

4.1 Specimen Stock Certificate.*

4.2 Agreement between Praxair and the Issuer allowing Praxair to
make binding nominations for the Issuer's Supervisory Board,
dated .*

5. Form of Opinion of Loeff Claeys Verbeke as to the validity of
the Common Shares being offered, including consent.*

8.1 Form of Opinion of Cahill Gordon & Reindel as to certain U.S.
tax matters relative to the Common Shares, including
consent.*

8.2 Form of Opinion of Loeff Claeys Verbeke as to certain Nether-
lands tax matters relative to the Common Shares, including
consent.*

10.1 Form of Indemnification Agreement between the Issuer and its
Supervisory Directors.*

10.2 The Company's Employee Share Purchase Plan.*

10.3 The Company's Annual Incentive Bonus Plan.*

10.4 The Company's Omnibus Plan.*

10.5 The Company's Deferred Compensation Plan.*

10.6 The Company's 401(k) Retirement Plan.*

10.7 The Company's Excess Benefit Plan.*

10.8 The Company's Supplemental Executive Death Benefit Plan.*

10.9 Form of Agreement on Special Stock-Based, Long-Term Compensa-
tion Related to the Offering between the Company and certain
executive officers.*

10.10 Form of Termination Agreement between the Company and certain
executive officers.*

11. Computation of earnings per share.*

<PAGE>
21. List of subsidiaries of the Issuer.*

23.1 Consent of Independent Public Accountants.

23.2 Consents of Loeff Claeys Verbeke (included as part of
Exhibits 5 and 8.2).*

23.3 Consent of Cahill Gordon & Reindel (included as part of
Exhibit 8.1).*

24. Powers of Attorney (included on signature page).

27. Schedule of Summary Financial Information.
______________________

* To be filed by amendment.

<PAGE>

English Translation of

ARTICLES OF ASSOCIATION

CHICAGO BRIDGE & IRON COMPANY N.V.

INCORPORATION OF A PUBLIC COMPANY

This twenty-second day of November nineteen hundred
ninety-six appeared before me, Robert Jan Jozef Lijdsman, civil
law notary, officiating in Rotterdam: Mr. "Mr." Hendrikus
Johannes Portengen, deputy civil law notary, residing at (3056
JV) Rotterdam, Terbregseweg 91, born in Zevenaar on the
twentieth day of February nineteen hundred and sixty-nine,
married, and of Dutch nationality, whose identity has been
established from his passport, number X908582, for the purposes
hereof acting as attorney in writing of Chi Bridge Holdings,
Inc., a company incorporated under the law of the State of
Delaware, with its principal office at 39 Old Ridgebury Road,
Danbury, CT 06851-5113, United States of America.

The appearer has declared that he hereby incorporates
a public company with the following articles of association:

CHAPTER I

Definitions
-----------

Article 1.

In the articles of association the following
expressions shall have the following meanings:

a. the general meeting: the body of the company
formed by shareholders, and other persons entitled to
vote;

b. the general meeting of shareholders: the
meeting of shareholders, and other persons entitled to
attend the general meetings;

c. the distributable part of the net assets: that
part of the company's net assets which exceeds the
aggregate of the part of the capital which has been paid
and called up and the reserves which must be maintained by
virtue of the law;

<PAGE>
-2-

d. the annual accounts: the balance sheet and
profit and loss account with the explanatory notes;

e. the accountant: a registered accountant or
other accountant referred to in Section 393 of Book 2 of
the Civil Code;

f. the annual meeting: the general meeting of
shareholders held for the purpose of discussion and
adoption of the annual accounts.

CHAPTER II

Name, Seat, Objects
-------------------

Article 2. Name and Seat.
-------------

1. The name of the company is: Chicago Bridge &
Iron Company N.V.

2. The official seat of the company is in
Amsterdam.

Article 3. Objects.
-------

The objects of the company are:

a. to incorporate, to own, to participate in any
way whatsoever, to manage, to supervise, to operate and to
promote enterprises, companies and businesses;

b. to perform any and all activity of an
industrial, financial or commercial nature;

c. to design, develop, manufacture, market, sell
and service products of any nature, including without
limitation any hardware and/or software;

d. to develop and trade in patents, trademarks,
copyrights, licenses, know-how and other intellectual
property rights;

<PAGE>
-3-

e. to borrow, to lend and to raise funds, including
the issuance of bonds, promissory notes or other
securities or evidence of indebtedness, as well as to
enter into agreements in connection with the
aforementioned;

f. to furnish advice and to render services to
enterprises and companies with which the company forms a
group and to third parties;

g. to render guarantees, to bind the company and to
pledge its assets for obligations of the companies and
enterprises with which it forms a group, including its
subsidiaries, and on behalf of third parties;

h. to obtain, alienate, manage and exploit real
estate and items of property in general;

i. to trade in securities and items of property in
general;

as well as everything pertaining to the foregoing, relating
thereto or in furtherance thereof, all in the widest sense of
the word.

CHAPTER III

Capital and Shares. Register.
------------------------------

Article 4. Authorized Capital.
------------------

1. The authorized capital amounts to five hundred
thousand Dutch guilders (NLG 500,000.--).

2. The authorized capital is divided into [fifty
million (50,000,000)] shares of (one cent (NLG 0.01) each].

3. All shares are to be registered shares.

<PAGE>
-4-

Article 5. Share Certificates.
Register of Shareholders.
------------------------

1. The management board can and - at the request in
writing of a shareholder - shall issue share certificates. The
share certificates shall be numbered in the manner to be
determined by the management board or its agent.

2. Share certificates for more than one share may
be made available. Such plural share certificates may at all
times be exchanged for singular share certificates and vice
versa, free of charge.

3. The share certificates shall be signed by a
member of the management board and member of the supervisory
board, either by an original signature or by a facsimile
signature.

4. If share certificates are damaged, lost or
missing, the management board or its agent may issue duplicates
thereof and make conditions for such issuance. As a result of
the issuance of duplicates, the original documents shall become
null and void against the company. The new certificates will
bear the numbers and letters of the documents they replace.

5. The management board or is agent shall keep a
register in which the names and addresses of all shareholders
are to be entered, with a notation of the date on which such
shareholders acquired the shares, the date of acknowledgement
by the company of the acquisition of the shares or the date on
which the deed of transfer of the shares is served upon the
company, as well as a notation of the amount paid for each such
share.

6. The names and addresses of those who have a life
interest in or a pledge on shares shall be entered in the
register, with a notation of the date on which such
shareholders acquired this right as well as the date of
acknowledgement by the company of this right or the date on
which the deed creating this right in respect of such shares is
served upon the company.

7. Article 85, Book 3 of the Dutch Civil Code shall
apply to the shareholders register.

<PAGE>
-5-

CHAPTER IV

Issuance of Shares. Own shares.
--------------------------------

Article 6. Issuance of Shares.
Body Competent To Issue Shares.
------------------------------

1. The issuance of shares shall be effected
pursuant to a resolution of the supervisory board provided that
the supervisory board has been designated by the general
meeting as authorized body for this purpose. Such
authorization of the supervisory board shall only take place
for a specific period of no more than five years and may not be
extended by more than five years on each occasion.

2. The provisions of paragraph 1 of this article
shall also apply to the issuance of options to subscribe for
new shares.

3. In case the supervisory board is no longer
authorized to issue shares, the general meeting shall be
authorized to issue shares upon the proposal of the supervisory
board.

Article 7. Conditions of Issuance.
Rights of Pre-emption.
-----------------------

1. A resolution for the issuance of shares shall
stipulate the price and further conditions of issuance.

2. On the issuance of shares, each shareholder
shall have a right of pre-emption in proportion to the
aggregate nominal value of his shares. No pre-emptive rights
shall exist with regard to shares issued against a contribution
other than cash nor with regard to shares issued to employees
of the company or employees of group companies.

3. Shareholders shall have a similar right of
pre-emption if options are granted to subscribe for shares.

4. The company shall inform the shareholders of the
issuance of shares in respect of which there is a right of pre-
emption, or, as the case may be, the granting of options to
subscribe for shares in respect of which there is a right of

<PAGE>
-6-

pre-emption, as well as the period of time during which the
right of pre-emption may be exercised, by sending a letter to
their address as it appears in the shareholders' register.

5. The right of pre-emption may, subject to due
observance of the relevant provisions of the law, be limited or
excluded by the supervisory board provided the supervisory
board is designated as the authorized body in this respect by
resolution of the general meeting for a fixed period of time
not exceeding five years. Article 6 paragraph 3 shall apply
correspondingly.

Article 8. Payment for Shares.
------------------

1. The full nominal amount of each share must be
paid in on issue, as such as, if a share is subscribed for at a
higher price, the balance of these amounts.

2. Payment for a share must be made in cash insofar
as no other manner of payment has been agreed on. Payment in
foreign currency can be made only after approval by the
company, which approval shall be deemed given upon acceptance
of foreign currency by the company.

Article 9. Own Shares.
----------

1. When issuing shares the company shall not be
entitled to subscribe for its own shares.

2. The company shall be entitled to acquire its own
fully paid up shares or depository receipts in respect thereof,
provided either no valuable consideration is given or provided
that:

a. the distributable part of the net assets is at
least equal to the purchase price; and

b. the nominal value of the shares or the
depository receipts in respect thereof to be acquired by
the company itself, already held by the company or pledged
for the benefit of the company, or which are held by a
subsidiary, does not exceed one tenth of the issued share
capital.

<PAGE>
-7-

3. The validity of the acquisition shall be
determined by the amount of the net assets according to the
latest adopted balance sheet, decreased by the consideration
for shares in the company's capital or depository receipts in
respect thereof and distributions of profits or by the charge
of any reserve to third parties which have fallen due by the
company and its subsidiaries after the balance sheet date. If
more than six months of a financial year have elapsed and the
annual accounts have not been adopted, any acquisition in
conformity with paragraph 2 shall not be permitted.

4. An acquisition for valuable consideration shall
be permitted only if the general meeting has authorized the
management board in this respect and after approval of the
supervisory board. The authorization by the general meeting
shall be valid for a period not exceeding eighteen months. The
general meeting shall stipulate in the authorization how many
shares or depositary receipts in respect thereof may be
acquired, how they may be acquired, and between what limits the
price must be.

5. An acquisition of shares in contravention of
paragraphs 2-4 shall be void. Depository receipts in respect
of shares acquired by the company in contravention of
paragraphs 2-4 shall be transferred to all members of the
management board by operation of law.

6. The transfer of shares owned by the company or
depositary receipts in respect thereof held by the company
shall be effected by virtue of a resolution of the management
board after approval of the supervisory board. The resolution
to such transfer shall also stipulate the conditions thereof.

7. No voting rights can be exercised in the general
meeting in respect of any share belonging to the company or to
any subsidiary of the company; the same applies to any share in
respect of which either the company or any subsidiary holds
depositary receipts. The beneficiary of a life interest in
respect of a share held by the company itself or a subsidiary
company is, however, not excluded from exercising the right to
vote if the life interest was created before the share was held
by the company or one of its subsidiaries. The company or its
subsidiary may not exercise voting rights in respect of shares
of which the company has a life interest.

8. In establishing to what extent shareholders
exercise voting rights, are present or are represented, shares

<PAGE>
-8-

for which no voting rights can be exercised shall not be taken
into consideration.

9. The company may take its own shares or
depositary receipts in respect thereof as pledge only if:

a. the shares to be pledged are fully paid up;

b. the aggregate nominal value of the shares and
depositary receipts in respect thereof to be pledged and
already held or held in pledge does not exceed one tenth
of the issued capital, and

c. the general meeting has approved the pledge
agreement.

10. Upon the proposal of the management board --
which proposal must have prior approval from the supervisory
board -- the general meeting shall have the power to decide to
cancel shares acquired by the company in its own share capital,
subject, however, to the statutory provisions relating hereto.

CHAPTER V

Transfer of shares, rights "in rem".
-----------------------------------

Article 10. Transfer of Shares.
Life Interest ("Vruchtgebruik").
Pledging ("Pandrecht").
Depositary Receipts.
-------------------------------

1. The transfer of shares and the creation and
transfer of limited rights thereon shall take place in
accordance with the provisions of Dutch law applicable thereto.

2. The shareholder shall have the voting rights in
respect of the shares in which a life interest has been
created. However, the voting rights shall accrue to the
beneficiary of a life interest if it was so stipulated at the
creation of the life interest. The shareholder who holds no
voting rights and the beneficiary of a life interest who does
hold voting rights, shall have the rights which the law
attributes to holders of depository receipts issued with the
company's co-operation. The rights referred to in the

<PAGE>
-9-

preceding sentence shall not accrue to the beneficiary of the
life interest who holds no voting rights.

3. The shareholder shall have the rights resulting
from a share in which a life interest has been created relating
to the acquisition of newly issued shares, such as stock
dividends, it being understood that he/she shall have to
compensate the beneficiary of the life interest for the value
of these rights insofar as the latter is entitled thereto by
virtue of his/her life interest.

4. When shares are pledged, the voting rights
cannot be assigned to the pledgee. He shall not have the
rights which the law attributes to holders of depository
receipts issued with the company's co-operation.

5. The company shall not co-operates with the
issuance of depository receipts in respect of its shares.

CHAPTER VI

Management
----------

Article 11. Management Board.
----------------

1. The management of the company shall be
constituted by a management board consisting of one or more
members.

2. The number of members shall be determined by the
supervisory board.

Article 12. Appointment.
-----------

1. The members of the management board shall be
appointed by the general meeting from a nomination of at least
two persons for every position to be filled, which has been
drawn up by the supervisory board.

2. The general meeting shall be free to make the
appointment if the supervisory board has not made any
nomination within, on or before the date which is three months
after the vacancy occurs.

<PAGE>
-10-

3. Every nomination made by the supervisory board
shall be binding if made on or before the date which is three
months after the vacancy occurs. The general meeting can only
disturb the binding character of the nomination by resolution
passed by a majority of at least two thirds of the votes cast,
which two thirds of the votes represents more than half of the
issued share capital.

Article 13. Suspension and Dismissal.
------------------------

1. A member of the management board may at any time
be suspended or dismissed by the general meeting.

2. With respect to any suspension or dismissal
other than on the proposal of the supervisory board, the
general meeting can only pass a resolution based on a majority
of at least two thirds of the votes cast which two thirds of
the votes represent more than half of the issued share capital.

3. A member of the management board may at any time
be suspended by the supervisory board. Such suspension may be
discontinued by the general meeting at any time.

4. Any suspension may be extended one or more
times, but may not last longer than three months in the
aggregate. If at the end of that period no decision has been
take on termination of the suspension, or on dismissal, the
suspension shall cease.

Article 14. Remuneration.
------------

The remuneration and further conditions of employment
of every member of the management board shall be determined by
the supervisory board.

Article 15. Duties of the Management Board.
Decision-making Process.
Allocation of Duties.
-------------------------------

1. Subject to the restrictions imposed by these
articles of association, the management board shall be
entrusted with the management of the company.

<PAGE>
-11-

2. The management board may lay down rules
regarding its own decision-making process. These rules shall
be subject to the approval of the supervisory board.

3. Meetings of the management board shall only be
held in the Netherlands, except that the management board may
decide to have telephonic meetings. The management board may
adopt resolutions without a meeting, provided the proposal
concerned is submitted to all members of the management board
and none of them objects to this manner of adopting
resolutions.

4. The management board may determine which duties
in particular each member of the management board will be
charged with. The allocation of duties shall be subject to the
approval of the supervisory board.

Article 16. Representation.
--------------

1. The management board as such is authorized to
represent the company. Each member of the management board
shall also be authorized to represent the company.

2. The management board may appoint staff members
with general or limited power to represent the company. Each
of these staff members shall be authorized to represent the
company with due observance of any restrictions imposed on
him/her. The management board shall determine such staff
members' titles.

3. In the event of a conflict of interest between
the company and a member of the management board, the company
shall be represented by a member of the management board or
another person, as the supervisory board shall designate for
this purpose.

Article 17. Approval of Decisions
of the Management Board.
-----------------------

1. The supervisory board is entitled to require
such resolutions of the management board to be subject to its
approval as the supervisory board shall decide. Such
resolutions shall be clearly specified and notified to the
management board in writing.

<PAGE>
-12-

2. The supervisory board is authorized to give the
management board instructions concerning the general policy of
the company for financial, social and economic matters. The
management board shall act in accordance with such
instructions.

3. The lack of approval referred to in this
Article 17 does not affect the authority of the management
board or its members to represent the company.

Article 18. Absence or Prevention.
---------------------

If a member of the management board is absent or is
prevented from performing his duties, the remaining members or
member of the management board shall be temporarily entrusted
with the entire management of the company. If all members of
the management board or the sole member of the management board
are/is absent or are/is prevented from performing their duties,
the management of the company shall be temporarily entrusted to
the supervisory board, which shall then be authorized to
entrust the management temporarily to one or more persons,
whether or not from among its members.

CHAPTER VII

Supervisory Board.
-----------------

Article 19. Number of Members.
-----------------

1. The company shall have a supervisory board,
consisting of one or more members.

2. The number of members of the supervisory board
shall be determined by the supervisory board.

Article 20. Appointment.
-----------

1. The members of the supervisory board shall be
appointed by the general meeting from a nomination of at least
two persons for every position to be filled, which has been
drawn up by the supervisory board.

<PAGE>
-13-

2. The provisions in paragraph 2 and 3 of
Article 12 shall likewise apply

3. No person who has reached the age of seventy-two
may be appointed as a supervisory board member.

Article 21. Suspension and Dismissal. Retirement.
-------------------------------------

1. Every member of the supervisory board may be
suspended or dismissed by the general meeting at any time.

2. The provisions in paragraph 2 of Article 13
shall similarly apply to the suspension and dismissal of
supervisory board members.

3. A supervisory board member shall retire no later
than at the next annual meeting held after a period of three
years following his appointment. A so-retired member of the
supervisory board may be immediately re-elected.

4. Every member of the supervisory board shall
retire no later than on the day on which the annual meeting is
held in the financial year in which he reaches the age of
seventy-two.

5. With due observance of the preceding paragraphs
the supervisory board shall draw up a rotation plan.

Article 22. Remuneration.
------------

The general meeting shall determine the remuneration
for every member of the supervisory board.

Article 23. Duties and Powers.
-----------------

1. It shall be the duty of the supervisory board to
supervise the activities of the management board and the
general course of affairs in the company and in the business
connected therewith. It shall assist the management board with
advice. In performing their duties, the supervisory board
members shall act in accordance with the interests of the
company and of the business connected therewith.

<PAGE>
-14-

2. The management board shall supply the
supervisory board, in due time, with the information required
for the performance of its duties.

3. The supervisory board may delegate any of its
powers to committees consisting of such member or members of
its body as it thinks fit; any committee so formed shall, in
the exercise of the power so delegated, conform to any
regulations that may be imposed on it by the supervisory board.

Article 24. Proceedings and Decision-Making Process.
---------------------------------------

1. The supervisory board shall elect a chairman
from among its members, and a vice chairman who shall take the
place of the chairman in the latter's absence. It shall
appoint a secretary, who need not be a member of the
supervisory board, and shall make arrangements for his/her
substitution in case of absence.

2. In the absence of the chairman and the vice
chairman at a meeting, the board members in attendance shall
designate a chairman therefor.

3. The supervisory board shall meet whenever the
chairman, or two other supervisory board members, or the
management board, deem(s) such necessary, but if the
supervisory board has not met for six months, any supervisory
board member may call a meeting.

4. The secretary shall keep minutes of the
proceedings at meetings of the supervisory board. The minutes
shall be adopted in the same meeting or in the following
meeting of the supervisory board and shall be signed by the
chairman and the secretary as evidence thereof.

5. All resolutions of the supervisory board shall
be adopted by a majority of the votes cast.

6. With the exception of Article 25 paragraph 4
under a., resolutions of the supervisory board shall only be
valid if passed at a meeting at which the majority of the
supervisory board members are present or represented. The
supervisory board may also adopt resolutions in a telephone
meeting or without a meeting, provided the proposal concerned
is submitted to all supervisory board members and none of them
objects to this manner of adopting resolutions. The secretary

<PAGE>
-15-

shall draw up a report regarding a resolution thus adopted and
shall attach the replies received to the report, which shall be
signed by the chairman and the secretary.

7. A supervisory board member may be represented by
a co-member of the supervisory board authorized in writing.
The expression "in writing" shall include any message
transmitted by current means of communication and received in
writing. A supervisory board member may not act as
representative for more than one co-member.

8. The supervisory board shall meet together with
the management board as often as the supervisory board or
management board deems necessary.

Article 25. Indemnification. Limited Liability.
-----------------------------------

1. The company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the company) by reason of
the fact that he is or was a supervisory director, member of
the management board, officer, employee or agent of the
company, or is or was serving at the request of the company as
a supervisory director, member of the management board,
officer, director, employee, trustee or agent of another
company, a partnership, joint venture, trust or other
enterprise or entity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the company, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful or outside of his
mandate. The termination of any action, suit or proceeding by
a judgment, order, settlement, conviction, or upon a plea of
nolo contendre or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and not
in a manner which he reasonably could believe to be in or not
opposed to the best interest of the company, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

<PAGE>
-16-

2. The company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding by or in
the right of the company to procure a judgment in its favor, by
reason of the fact that he is or was a supervisory director,
member of the management board, officer or agent of the
company, or is or was serving at the request of the company as
a supervisory director, member of the management board,
officer, director, employee, trustee or agent of another
company, a partnership, joint venture, trust or other
enterprise or entity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the company, except that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable for gross negligence or willful misconduct in the
performance of his duty to the company, unless and only to the
extent that the court in which such action or proceeding was
brought or any other court having appropriate jurisdiction
shall determine upon application that, despite the adjudication
of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to
indemnification against such expenses which the court in which
such action or proceeding was brought or such other court
having appropriate jurisdiction shall deem proper.

3. To the extent that a supervisory director,
member of the management board, officer, employee or agent of
the company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
paragraphs 1 and 2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.

4. Any indemnification by the company referred to
in paragraphs 1 and 2 shall (unless ordered by a court) only be
made upon a determination that indemnification of the
supervisory director, member of the management board, officer,
director, employee, trustee or agent is proper under the
circumstances because he had met the applicable standard of
conduct set forth in paragraph 1 and 2 of this Article 25.
Such determination shall be made:

<PAGE>
-17-

a. by a majority of supervisory directors who are
not parties to such action, suit or proceeding, even
though less than a quorum, or;

b. if there are no supervisory directors who are
not named as parties to such action, suit or proceeding or
if the supervisory directors who are not named as parties
to such action, suit or proceeding so direct, by
independent legal counsel in a written opinion; or

c. by the general meeting of shareholders.

5. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the company
in advance of the final disposition of such action, suit or
proceeding upon a resolution of the supervisory board with
respect to the specific case upon receipt of an undertaking by
or on behalf of the supervisory director, member of the
management board, officer, director, employee, trustee or agent
to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the company as
authorized in this article.

6. The indemnification provided for by this article
shall not be deemed exclusive of any other right to which a
person seeking indemnification may be entitled under the laws
of the Netherlands as from time to time amended or under any
by-laws, agreement, resolution of the general meeting of
shareholders or of the disinterested members of the supervisory
board or otherwise, both as to actions in his official capacity
and as to actions in another capacity while holding such
position, and shall continue as to a person who has ceased to
be a supervisory director, member of the management board,
officer, director, employee, trustee or agent and shall also
inure to the benefit of the heirs, executors and administrators
of such a person.

7. The company shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
supervisory director, member of the management board, officer,
employee or agent of the company, or is or was serving at the
request of the company as a supervisory director, member of the
management board, officer, director, employee, trustee or agent
of another company, a partnership, joint venture, trust or
other enterprise or entity, against any liability asserted
against him and incurred by him in any such capacity or arising
out of his capacity as such, whether or not the company would

<PAGE>
-18-

have the power to indemnify him against such liability under
the provisions of this Article.

8. Whenever in this article reference is made to
the company, this shall include, in addition to the resulting
or surviving company also any constituent company (including
any constituent company of a constituent company) absorbed in a
consolidation or merger which, if its separate existence had
continued, would have had the power to indemnify its
supervisory directors, members of the management board,
officers, employees and agents, so that any person who is or
was a supervisory director, member of the management board,
officer, employee or agent of such constituent company, or is
or was serving at the request of such constituent company as a
supervisory director, member of the management board, officer,
director, employee, trustee or agent of another company, a
partnership, joint venture, trust or other enterprise or
entity, shall stand in the same position under the provisions
of this article with respect to the resulting or surviving
company as he would have with respect to such constituent
company if its separate existence had continued.

9. No person shall be personally liable to the
company or its stockholders for monetary damages for breach of
fiduciary duty as a supervisory director or member of the
management board; provided, however, that the foregoing shall
not eliminate or limit the liability of a supervisory director
or member of the management board (1) for any breach of such
individual's duty of loyalty to the company or its
stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) for any transactions from which the director derived
an improper personal benefit or (4) for personal liability
which is imposed by Dutch law, as from time to time amended.
Any amendment, repeal or modification of this Article 25 shall
not adversely affect any right or protection of any person with
respect to any act or omission occurring prior to such
amendment, repeal or modification.

<PAGE>
-19-

CHAPTER VIII

Annual Accounts. Profits.
-------------------------

Article 26. Financial Year.
Drawing up the Annual Accounts.
Deposition for Inspection.
-------------------------------

1. The fiscal year of the Company shall be the
calendar year.

2. Annually, and not later than five months after
the end of the fiscal year, the management board shall draw up
the annual accounts, unless, by reason of special
circumstances, this period is extended with a maximum extension
of six months by the general meeting.

3. Within the period referred to in paragraph 2,
the annual accounts shall be deposited at the office of the
company for inspection by the shareholders. Within this period
of time, the management board shall also submit the annual
report. The statement of the accountant, as mentioned in
Article 29, and the additional information required by virtue
of the law shall be added to the annual accounts.

4. The annual accounts shall be signed by all the
members of the management board; if the signature of one or
more of the members is lacking, this shall be stated and
reasons given.

Article 27. Accountant.
----------

1. The Company shall appoint an accountant to audit
the annual accounts.

2. Such appointment shall be made by the general
meeting. This resolution of the general meeting shall require
the approval of the supervisory board. If the general meeting
fails to make an appointment, the supervisory board shall be
competent to do so or, in the absence of the supervisory board
members or in the event the supervisory board fails to do so,
the management board shall be competent to do so. The
appointment of an accountant shall not be limited by virtue of
any nomination; the appointment may, at all times, be revoked

<PAGE>
-20-

by the general meeting or by the supervisory board or
management board if either of the latter boards has appointed
the accountant.

3. The accountant shall issue a report on his audit
examination to the supervisory board and the management board.

4. The accountant shall give the results of his
investigations in a declaration as to the faithfulness of the
annual accounts.

Article 28. Submission to the Supervisory Board.
-----------------------------------

1. The management board shall submit simultaneously
the annual accounts and the annual report to the supervisory
board.

2. The annual accounts shall be signed by the
members of the supervisory board; if the signature of one or
more of them is lacking, this shall be stated and reasons
given.

3. The supervisory board shall present a report on
the annual accounts to the general meeting.

Article 29. Adoption.
--------

1. The Company shall ensure that the annual
accounts, the annual report and the information to be added by
virtue of the law are kept at its office as of the date on
which the annual meeting is convened. Shareholders, and
beneficiaries of a life interest in shares to whom the right to
vote the shares accrue, may inspect the documents at such place
and obtain a copy thereof, free of charge.

2. The general meeting shall adopt the annual
accounts. The annual accounts may not be adopted in the event
that the general meeting has been unable to inspect the
accountant's declaration referred to in Article 27,
paragraph 4, unless a legal ground is given in the information
required to be added by law for the lack of the accountant's
declaration referred to in Article 27, paragraph 4.

3. The unconditional adoption of the annual
accounts by the general meeting shall serve to constitute a

<PAGE>
-21-

discharge of the management board members for their management
and for the supervisory board members for their supervision
insofar as such management supervision is apparent from the
annual accounts.

Article 30. Publication.
-----------

1. The Company shall publish the annual accounts
within eight days following the adoption thereof. The
publication shall be effected by the deposit of a complete copy
in the Dutch language or, if such copy was not prepared, a copy
in the French, German or English language, at the offices of
the Trade Register in whose district the Company has its
official seat according to these articles of association. The
date of adoption must be stated on the copy.

2. If the annual accounts are not adopted within
seven months of the termination of the fiscal year, in
accordance with the legal requirements, then the management
board shall, without further delay, publish the prepared annual
accounts in the manner prescribed in paragraph 1; it shall be
noted on the annual accounts that they have not yet been
adopted.

3. In the event that the general meeting shall have
extended the period for the preparation of the annual accounts
in accordance with Article 28 paragraph 2, then the last
preceding paragraph shall apply with effect from the date
falling two months from the termination of such period.

4. A copy of the annual report, produced in the
same language or in Dutch, shall, together with the additional
information required by virtue of law, be published at the same
time and in the same manner as the annual accounts. Insofar as
the law permits, the foregoing shall not apply if copies of
those documents are held at the office of the company for
inspection by any person and, upon request, full or partial
copies thereof are supplied at a price not exceeding the cost;
the company shall make an official return thereof for filing in
the Trade Register.

5. The publication shall be effected with due
observance of the applicable legal exemptions.

<PAGE>
-22-

Article 31. Profits. Distribution.
----------------------

1. From the profits appearing from the annual
accounts as adopted, such an amount shall be reserved by the
company as shall be determined by the management board, which
resolution requires the approval of the supervisory board. The
profits remaining thereafter shall be treated in accordance
with the provisions of the following paragraphs of this
article.

2. The profits remaining after the reservation
referred to in paragraph 1 are at the disposal of the general
meeting for distribution on the shares equally and
proportionally and/or for reservation.

3. A distribution can only take place up to the
distributable part of the net assets.

4. Distributions of profits shall take place after
adoption of the annual accounts from which it shall appear that
approval of such accounts has been given.

5. The management board may, subject to due
observance of the provisions of Article 31, paragraph 3, and
with the approval of the supervisory board, resolve to pay an
interim dividend in anticipation of the final dividends.

6. On the proposal of the management board, which
proposal shall require the prior approval of the supervisory
board, subject to the due observance of the provisions of
Article 31, paragraph 3, the general meeting may resolve to
make distributions at the expense of any reserve.

7. The supervisory board or -- in case the
supervisory board is no longer authorized to issue shares in
accordance with Article 6 -- the general meeting, may determine
to distribute stock dividends.

Article 32. Date on which Distributions
Become Payable Currency.
---------------------------

1. The date on which dividends and other payments
become payable shall be announced in accordance with
Article 43. Such date may differ for shares for which share

<PAGE>
-23-

certificates are issued and shares for which no share
certificates are issued.

2. The management board may resolve to make
payments in the currency of the country where these payments
are made payable.

3. Any claim of a shareholder for payment shall be
barred after five years have elapsed.

CHAPTER IX

General Meetings of Shareholders.
--------------------------------

Article 33. Annual Meeting.
--------------

1. Annually, and not later than six months after
the end of the fiscal year, the annual meeting shall be held.

2. The agenda for such meeting shall set forth,
inter alia, the following points for discussion:

a. the annual report;

b. adoption of the annual accounts;

c. appropriation of profits;

d. filling of any vacancies in the management board
and/or supervisory board and, if necessary, the
appointment of the accountants;

e. other proposals put forward for discussion and
announced with due observance of Article 35 by the
supervisory board, the management board or by the
shareholders and beneficiaries of a life interest to whom
the voting right has been granted, representing, in the
aggregate, at least one tenth of the issued capital.

<PAGE>
-24-

Article 34. Other Meetings.
--------------

1. Other general meetings of shareholders shall be
held as often as the management board or the supervisory board
deems such necessary.

2. Shareholders, and beneficiaries of a life
interest to whom the voting right has been granted,
representing in the aggregate at least one tenth of the issued
capital, may request the management board to convene a general
meeting of shareholders, stating the subjects to be discussed.
If the management board has not convened a meeting within four
weeks in such a manner that the meeting can be held within six
weeks after the request has been made, the persons who have
made the request shall be authorized to convene a meeting
themselves.

Article 35. Convocation. Agenda.
--------------------

1. General meetings of shareholders shall be
convened by the management board.

2. The convocation shall be given no later than on
the fifteenth day prior to the date of the meeting.

3. The convocation shall specify the subjects to be
discussed. Subjects that were not specified in the
notification may be announced at a later date, subject to due
observance of the requirements set out in this article.

4. The convocation shall be made in the manner
stated in Article 43.

Article 36. The Entire Capital Is Represented.
---------------------------------

As long as the entire issued capital is represented
at a general meeting of shareholders, valid resolutions can be
adopted on all subjects brought up for discussion, even if the
formalities prescribed by law or by the articles of association
for the convocation and holding of meetings have not been
complied with, provided such resolutions are adopted
unanimously.

<PAGE>
-25-

Article 37. Place of the Meetings.
---------------------

The general meetings of shareholders shall be held in
Amsterdam, Rotterdam, The Hague or Schiphol Airport
(municipality Haarlemmermeer). In meetings held elsewhere,
resolutions can be validly adopted provided the entire issued
capital is present.

Article 38. Chairmanship.
------------

1. The general meetings of shareholders shall be
presided over by the chairman of the supervisory board or, in
his absence, by the vice chairman of the supervisory board; in
the event that the latter is also absent, the supervisory board
members present shall elect a chairman from their midst. The
supervisory board may designate another person to act as
chairman of a general meeting of shareholders.

2. If the chairman has not been appointed in
accordance with paragraph 1, the shareholders present at such
meeting shall, themselves, choose a chairman.

Article 39. Minutes. Records.
-----------------

1. Minutes of the proceedings at any general
meeting of shareholders shall be kept by a secretary to be
designated by the chairman. The minutes shall be confirmed by
the chairman and the secretary and shall be signed by them as
proof thereof.

2. The supervisory board, the chairman or the
person who has convened the meeting may determine that notarial
minutes of the proceedings of the meeting shall be drawn up.
The notarial minutes shall be co-signed by the chairman.

3. The management board shall keep a record of the
resolutions made at this general meeting. If the management
board is not represented at a general meeting, the chairman of
the meeting shall provide the management board with a
transcript of the resolutions made as soon as possible after
the meeting. The records shall be deposited at the offices of
the company for inspection by the shareholders and the holders
of depositary receipts. Upon request, each of them shall be
provided with a copy or an extract of such record at not more

<PAGE>
-26-

than the actual cost thereof. Shareholders in this respect
shall include beneficiaries of a life interest who hold voting
rights.

Article 40. Meetings Rights. Admittance.
----------------------------

1. Each shareholder entitled to vote, and each
beneficiary of a life interest to whom the voting right has
been granted, shall be authorized to attend the general meeting
of shareholders, to address the meeting and to exercise the
voting right.

2. If the voting right of a share has been granted
to the beneficiary of a life interest instead of to the
shareholder, the shareholder shall be entitled to attend the
general meeting of shareholders and to address the meeting.

3. Each share confers the right to case one vote.

4. Each person entitled to vote or his proxy must
sign the attendance list.

5. The right to take part in the meeting according
to paragraphs 1 and 2 may be exercised by a proxy authorized in
writing. The expression "in writing" shall include any message
transmitted by current means of communication and received in
writing.

6. The members of the management board and of the
supervisory board shall have an advisory vote in the general
meeting of shareholders.

7. The supervisory board shall decide on the
admittance of persons other than those mentioned above in this
article.

Article 41. Votes.
-----

1. Insofar as no greater majority is prescribed by
law or these articles of association, all resolutions of the
general meeting shall be adopted by a majority of the votes
cast.

2. If, in an election of persons, a majority is not
obtained, a second vote shall be taken. If, again, a majority

<PAGE>
-27-

is not obtained, further votes shall be taken until either one
person obtains the absolute majority or the election is between
two persons who have received an equal number of votes. In the
event of a further election (not including the second free
vote), the election shall be between the persons who
participated in the preceding election, with the exception of
the person who received the smallest number of votes in that
preceding election. If, in that preceding election, more than
one person received the smallest number of votes, it shall be
decided by lot who of these persons shall no longer participate
in the new election. If the votes are equal in the election
between the two, it shall be decided by lot who is to be
chosen. If there is a tie vote in a vote for the election of
persons out of a binding list of nominees, the first person on
that list shall be elected.

3. If there is a tie vote on a matter other than a
vote for the election of persons, the proposal shall be
rejected.

4. Votes need not be held in writing. The chairman
is, however, entitled to decide that a vote shall be by secret
ballot. If the vote concerns an election of persons, any
person present at the meeting and entitled to vote can also
demand a vote by a secret ballot.

5. Abstentions and invalid votes shall not be
counted as votes that have been cast.

6. Voting by acclamation shall be allowed if none
of the persons present and entitled to vote objects to it.

7. The chairman's decision at the meeting about the
outcome of a vote shall be final and conclusive. The same
shall apply to the contents of an adopted resolution regarding
the voting on an unwritten proposal. If, however, the
correctness of that decision is challenged immediately after
its pronouncement, a new vote shall be taken if either the
majority of the persons present and entitled to vote so
requests, or, if the original voting was taken by roll call or
in writing, any person present and entitled to vote so
requests. As a result of the new vote, the original vote shall
have no legal consequence and shall be cancelled.

<PAGE>
-28-

Article 42. Resolutions Without a Meeting.
-----------------------------

1. Resolutions of shareholders may, subject to the
provision of the next paragraph, also be adopted in writing
without recourse to a general meeting of shareholders, provided
they are adopted by a unanimous vote representing the entire
issued capital. The provision of Article 24, paragraph 7,
second sentence shall apply correspondingly.

2. The foregoing manner of adopting resolutions
shall not be permitted if there are beneficiaries of a life
interest to whom the voting right has been granted.

CHAPTER X

Convocation and Notification
----------------------------

Article 43.

All convocations of general meetings of shareholders
and all notifications to shareholders, and the beneficiaries of
a life interest to whom the voting right has been granted,
shall be made by letter mailed to their addresses as shown on
the register of shareholders.

CHAPTER XI

Amendment of the Articles of Association.
Dissolution. Liquidation.
-----------------------------------------

Article 44. Amendment of the Articles of
Association and Dissolution.
----------------------------

1. When a proposal to amend the articles of
association or to dissolve the company is to be made at the
general meeting, this must be stated in the convocation
regarding the general meeting of shareholders. As regards an
amendment of the articles of association, a copy of the
proposal, in which the proposed alteration is quoted in full,
must, at the same time, be filed at the company's office until
the end of that meeting for the inspection of shareholders and

<PAGE>
-29-

of the beneficiaries of a life interest to whom the voting
right has been granted.

2. A proposal to amend the articles of association,
to legally merge, or to dissolve the company shall require
prior approval of the supervisory board.

Article 45. Liquidation.
-----------

1. In the event of dissolution of the company by
virtue of a resolution of the general meeting, the members of
the management board shall be charged with the liquidation of
the business of the company, and the members of the supervisory
board with the supervision thereof.

2. During liquidation, the provisions of these
articles of association shall remain in force to the extent
possible.

3. The balance remaining after payment of creditors
shall be transferred to the shareholders.

4. The liquidation shall take place in accordance
with the provisions of Section 1 of Volume 2 of the Civil Code.

Final Statements.
----------------

Finally the appearer has declared:

a. at the incorporation the issued share capital
amounts to one hundred thousand Dutch guilders (NLG
100,000.--). The incorporator participates in the issued
capital for all ten million (10,000,000) shares. The
issuance takes place at par value. The issued share
capital has been paid up in cash. Payment in foreign
currency is permitted. The documents which must be
attached by virtue of Section 93a Book 2 of the Civil Code
have been attached to this instrument. The Company
accepts the payments on the shares issued at the
incorporation;

b. the first members of the management board are:

Mr. Robert Francis Xavier Fusaro, residing at 8 Rebel
Road, Westport, Connecticut, United States of America,

<PAGE>
-30-

born at New York, United States of America, on the twenty-
second day of November, nineteen hundred forty-one; and

Mr. James Shiels Sawyer, residing at 10 Ben Court,
Old Greenwich, Connecticut, United States of America, born
at Connecticut, United States of America, on the third day
of November nineteen hundred fifty-six.

c. the provisions in these articles with respect to
the supervisory board shall only come into effect as per
the moment that at least one supervisory director has been
appointed by the general meeting and has been filed with
the Trade Register of the Chamber of Commerce and
Industry.

The authority and powers of the supervisory board
pursuant to Article 17 and 18 of these articles shall
until such time be exercised by the general meeting;

The ministerial declaration of no objections was
granted on the twentieth day of November nineteen hundred
ninety-six, under number N.V. 579.328, as stated in the
certified draft of this instrument, which has been attached to
this instrument.

The appearer is known to me, notary.

THIS DEED, drawn up to be kept in the notary's
custody, was executed in Rotterdam on the date first above
written.

Before reading out, a concise summary of the contents
of this instrument was given to the appearer. He then declared
that he had noted the contents and did not want a full reading
thereof. Thereupon, after limited reading, this instrument was
signed by the appearer and by me, notary.

---------------------------------------
END OF TEXT
---------------------------------------

The foregoing represents, to the best of the Company's
knowledge, a fair and accurate translation from Dutch of the Articles
of Association of Chicago Bridge & Iron Company N.V.

CHICAGO BRIDGE & IRON COMPANY N.V.

By: /s/ Robert F.X. Fusaro
--------------------------------
Robert F.X. Fusaro
Managing Director

Exhibit 23.1

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the use of our reports
dated December 16, 1996 (and to all references to our Firm) included in or
made part of this Registration Statement on Form S-1.

Arthur Andersen LLP

Chicago, Illinois
December 16, 1996

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF DECEMBER 31, 1995 AND THE INCOME STATEMENT FOR THE TWELVE MONTHS
ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> $ 12,850
<SECURITIES> 0
<RECEIVABLES> 112,977
<ALLOWANCES> (6,343)
<INVENTORY> 4,743
<CURRENT-ASSETS> 217,545
<PP&E> 215,041
<DEPRECIATION> (114,545)
<TOTAL-ASSETS> $356,125
<CURRENT-LIABILITIES> $107,205
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 186,506
<TOTAL-LIABILITY-AND-EQUITY> $356,125
<SALES> 0
<TOTAL-REVENUES> $621,938
<CGS> 0
<TOTAL-COSTS> 604,200
<OTHER-EXPENSES> (1,191)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 799
<INCOME-PRETAX> (30,123)
<INCOME-TAX> (8,093)
<INCOME-CONTINUING> (25,606)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> ($25,606)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>