SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FIRST RESERVE CORP

(Last)

(First)

(Middle)

One Lafayette Place

(Street)

Greenwich

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHICAGO BRIDGE & IRON CO N V [ CBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/26/2003		S		300⁽¹⁾	D	$27.7	6,712,795	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		400	D	$27.66	6,712,395	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		400	D	$27.6	6,711,995	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		2,000	D	$27.52	6,709,995	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		900	D	$27.51	6,709,095	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		1,400	D	$27.5	6,707,695	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		100	D	$27.48	6,707,595	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		1,000	D	$27.45	6,706,595	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		2,200	D	$27.5	6,704,395	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		200	D	$27.48	6,704,195	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		5,200	D	$27.05	6,698,995	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		300	D	$27.06	6,698,695	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		100	D	$27.09	6,698,595	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		500	D	$27.25	6,698,095	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		100	D	$27.16	6,697,995	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		100	D	$27.17	6,697,895	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		200	D	$27.16	6,697,695	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		9,600	D	$27.15	6,688,095	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		5,000	D	$27.05	6,683,095	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		200	D	$27	6,682,895	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		1,000	D	$26.75	6,681,895	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		4,000	D	$26.7	6,677,895	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		5,000	D	$26.6	6,672,895	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		2,000	D	$27	6,670,895	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		1,100	D	$27.1	6,669,795	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		500	D	$27	6,669,295	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		100	D	$27.02	6,669,195	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		1,100	D	$27.1	6,668,095	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		100	D	$27.15	6,667,995	I	See Footnote⁽²⁾
Common Stock	09/26/2003		S		300	D	$27.2	6,667,695⁽³⁾	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

FIRST RESERVE CORP

(Last)

(First)

(Middle)

One Lafayette Place

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FIRST RESERVE GP VIII L P

(Last)

(First)

(Middle)

One Lafayette Place

(Street)

Greenwich

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FIRST RESERVE FUND VIII L P

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The sales of all shares as reported on this Form 4 were made by First Reserve Fund VIII, L.P.

2. This Form 4 is being filed on behalf of First Reserve Corporation ("First Reserve"), First Reserve GP VIII, L.P. ("GP VIII"), and First Reserve Fund VIII, L.P. ("Fund VIII"), each as 10% beneficial owners (collectively the "Fund Entities"). First Reserve is the general partner of GP VIII, which in turn is the general partner of Fund VIII. The Fund Entities beneficially own the shares of common stock as reported on this Form 4.

3. Consists of (i) 6,665,495 shares held by the Fund Entities; and (ii) 2,200 shares held by Ben A. Guill, a director of the Issuer, of which the Fund Entities may be deemed to share beneficial ownership.

Remarks:

	/s/ Thomas R. Denison, Managing Director of First Reserve Corporation and on behalf of the Fund Entities as described in Footnote 2	10/02/2003
	Thomas R. Denison, Managing Director	10/02/2003
	Thomas R. Denison, Managing Director	10/02/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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