S-8

Registration No. 333-          

As filed with the Securities and Exchange Commission on November 12, 2003

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	41-1883630
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8100 South Mitchell Road

Eden Prairie, Minnesota 55344-2248

(Address, including zip code, of

registrant’s principal executive offices)

ROBINSON COMPANIES RETIREMENT PLAN

(Full title of the plan)

Linda U. Feuss

General Counsel

C.H. Robinson Worldwide, Inc.

8100 South Mitchell Road

Eden Prairie, Minnesota 55344-2248

952-937-8500

(Name, address and telephone number,

including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)(2)	Proposed maximum offering price per share(3)		Proposed maximum aggregate offering price(3)		Amount of registration fee
Common Stock, par value $0.10 per share (4)(5)	1,000,000 Shares	$	40.635	$	40,635,000	$	3,287.38

(1) Represents the shares of common stock of C.H. Robinson Worldwide, Inc. that may be offered or sold pursuant to the Robinson Companies Retirement Plan.

(2) The number of shares of common stock being registered is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price is based upon the average of the high and low prices of the registrant’s common stock traded on The NASDAQ National Market as reported in the consolidated reporting system on November 6, 2003.

(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Robinson Companies Retirement Plan.

(5) Includes Preferred Share Purchase Rights, which are attached to and trade with the registrant’s common stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission by C.H. Robinson Worldwide, Inc. (hereinafter “we,” “us” or “C.H. Robinson”), are incorporated by reference in this registration statement:

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2002;

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;

(c) Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003; and

(d) The description of our common stock contained in any registration statement or report filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description.

All documents filed by us or the Robinson Companies Retirement Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.

Information Regarding Financial Statements

Incorporated by Reference into this Registration Statement

On June 18, 2002, we dismissed Arthur Andersen LLP (“Arthur Andersen”) as our independent auditors and engaged Deloitte & Touche LLP to serve as our independent auditors for fiscal year 2002. The Form 10-K incorporated by reference into this registration statement includes the report of Arthur Andersen on our consolidated balance sheet as of December 31, 2001, and the related consolidated statements of operations, stockholders’ investment and cash flows for each of the two years in the period ended December 31, 2001. After reasonable efforts, we have been unable to obtain Arthur Andersen’s consent to incorporate by reference into this registration statement its audit report with respect to our financial statements as of December 31, 2001 and for the two years ended July 31, 2001. Under these circumstances, Rule 437a under the Securities Act of 1933, as amended (the “Securities Act”), permits us to file this registration statement without such consent from Arthur Andersen. The absence of such consent may limit recovery by investors on certain claims, including the inability of investors to assert claims against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained, or any omissions to state a material fact required to be stated, in those audited financial statements.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“Delaware Law”), as amended, provides that, under certain circumstances, a corporation may 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 corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Article IX of our certificate of incorporation provides that a director shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

§ for any breach of the director’s duty of loyalty to us or our stockholders;

§ for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

§ under Section 174 of Delaware Law providing for personal liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions; or

§ for any transaction from which the director derived an improper personal benefit.

Article IX further provides that if Delaware Law is amended to further eliminate or limit the liability of a director of a corporation, then a director, in addition to the circumstances set forth above, shall have no liability as a director (or such liability shall be limited) to the fullest extent permitted by Delaware Law, as so amended.

Article X of our certificate of incorporation and Section 3.14 of our bylaws provide, among other things, that we shall indemnify each director and officer to the full extent permitted by Delaware Law.

We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers C.H. Robinson for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.

Item 7. Exemption from Registration Claimed.

Not applicable.

II-2

Item 8. Exhibits.

4.1	Certificate of Incorporation of C.H. Robinson (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.2	By-laws of C.H. Robinson (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.3	Certificate of Designations of Series A Junior Participating Preferred Stock of C.H. Robinson (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.4	Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.5	Rights Agreement, dated as of October 1, 1997, between C.H. Robinson and Wells Fargo Bank Minnesota, National Association (fka Norwest Bank Minnesota, National Association) (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1, Registration No. 333-33731).
5.1	Determination Letter from the Internal Revenue Service, dated April 10, 2002, with respect to qualification of the Robinson Companies Retirement Plan, as amended through the First Amendment, under Section 401 of the Internal Revenue Code of 1986, as amended.
23.1	Consent of Deloitte & Touche LLP.
24.1	Power of Attorney.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

II-3

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of the Robinson Companies Retirement Plan’s annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling 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 jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on the 10th day of November, 2003.

C.H. ROBINSON WORLDWIDE, INC.
By:	/S/    JOHN P. WIEHOFF
	John P. Wiehoff
	President, Chief Executive Officer and Director

II-5

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 10th day of November, 2003.

Signature	Title
/S/    JOHN P. WIEHOFF John P. Wiehoff	President, Chief Executive Officer and Director (principal executive officer)
/S/    CHAD M. LINDBLOOM Chad M. Lindbloom	Vice President and Chief Financial Officer (principal financial officer)
/S/    THOMAS K. MAHLKE Thomas K. Mahlke	Corporate Controller (principal accounting officer)
* Barry W. Butzow	Senior Vice President and Director
* Robert Ezrilov	Director
* Wayne M. Fortun	Director
* Gerald A. Schwalbach	Director
* Brian P. Short	Director
* D.R. Verdoorn	Chairman of the Board

*By: /S/    JOHN P. WIEHOFF John P. Wiehoff Attorney-in-Fact

II-6

Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee (or other person who administers the employee benefit plan) has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on the 10th day of November, 2003.

ROBINSON COMPANIES RETIREMENT PLAN
By:	C.H. ROBINSON WORLDWIDE, INC., the Plan Administrator
	By:	/S/    JOHN P. WIEHOFF
		John P. Wiehoff
		President, Chief Executive Officer and Director

II-7

EXHIBIT INDEX

Exhibit Number	Description
4.1	Certificate of Incorporation of C.H. Robinson (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.2	By-laws of C.H. Robinson (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.3	Certificate of Designations of Series A Junior Participating Preferred Stock of C.H. Robinson (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.4	Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1, Registration No. 333-33731).
4.5	Rights Agreement, dated as of October 1, 1997, between C.H. Robinson and Wells Fargo Bank Minnesota, National Association (fka Norwest Bank Minnesota, National Association) (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1, Registration No. 333-33731).
5.1	Determination Letter from the Internal Revenue Service, dated April 10, 2002, with respect to qualification of the Robinson Companies Retirement Plan, as amended through the First Amendment, under Section 401 of the Internal Revenue Code of 1986, as amended.
23.1	Consent of Deloitte & Touche LLP.
24.1	Power of Attorney.

EX-5.1

Exhibit 5.1

IRS DETERMINATION LETTER

INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201	DEPARTMENT OF THE TREASURY
Date:    APRIL 10, 2002 C H ROBINSON COMPANY C/O CHRISTINE L PETERSON-STROMGREN DORSEY & WHITNEY LLP 50 S SIXTH ST STE 1500 MINNEAPOLIS, MN 55402-0000	Employer Identification Number:     41-0680048 DLN:     17007029020002 Person to Contact:     JOSEPH SALEMI                                 ID# 75057 Contact Telephone Number:     (877) 829-5500 Plan Name:     ROBINSON COMPANIES RETIREMENT PLAN Plan Number:        001

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter is applicable for the amendment(s) executed on 04-01-96 & 12-01-97.

This determination letter is also applicable for the amendment(s) dated on October 16, 2001.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000,

Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/ Paul T. Shultz

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

Enclosures:

Publication 794

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of C. H. Robinson Worldwide, Inc. on Form S-8 of our report dated January 31, 2003 (March 13, 2003 as to the litigation settlements described in Note 8), appearing in the Annual Report on Form 10-K of C.H. Robinson Worldwide, Inc. for the year ended December 31, 2002.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

November 10, 2003

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John P. Wiehoff, Chad M. Lindbloom and Owen P. Gleason, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the offering of shares of common stock of C.H. Robinson Worldwide, Inc. pursuant to the Robinson Companies Retirement Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 18th day of September, 2003.

Signature	Title
/S/    JOHN P. WIEHOFF John P. Wiehoff	President, Chief Executive Officer and Director (principal executive officer)
/S/    CHAD M. LINDBLOOM Chad M. Lindbloom	Vice President and Chief Financial Officer (principal financial officer)
/S/    THOMAS K. MAHLKE Thomas K. Mahlke	Corporate Controller (principal accounting officer)
/S/    BARRY W. BUTZOW Barry W. Butzow	Senior Vice President and Director
/S/    ROBERT EZRILOV Robert Ezrilov	Director
/S/    WAYNE M. FORTUN Wayne M. Fortun	Director
/S/    GERALD A. SCHWALBACH Gerald A. Schwalbach	Director
/S/    BRIAN P. SHORT Brian P. Short	Director
/S/    D.R. VERDOORN D.R. Verdoorn	Chairman of the Board