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

| ** **                                                                                                  | **UNITED  STATES  SECURITIES AND EXCHANGE COMMISSION**

**Washington,  D.C. 20549** | OMB  APPROVAL |
|-------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|---------------|
| OMB Number: 3235-0288  Expires: September 30, 2007  Estimated average burden  hours per response... 2631.00 |

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**FORM 20-F/A**

**(Mark One)**

o            Registrationstatement pursuant to Section 12(b) or 12(g) of the SecuritiesExchange Act of 1934

**OR**

**x**           AnnualReport pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934

**For the fiscal year ended December 31, 2005**

**OR**

**o**            TransitionReport pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934

**Date of event requiring this shell company report**

**OR**

**o**            ShellCompany Report pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934

**Date of event requiringthis Shell Company Report**

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

**Commission file number: 0-30962**

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**Crucell N.V.**

(Exact name ofRegistrant as Specified in its Charter)

**Crucell N.V.**

(Translation ofRegistrant’s Name into English)

**The Netherlands**

(Jurisdiction ofIncorporation or Organization)

**Archimedesweg 4,2333 CN Leiden, The Netherlands**

(Address ofPrincipal Executive Offices)

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

|                                           | **Title  of each class** | ** **                 |   |  | **Name  of each exchange on which registered** | ** ** |
|-------------------------------------------|--------------------------|----------------------------|--------|--|------------------------------------------------|------------|
| **American Depositary Shares,**           |                     | **Nasdaq National Market** |
| **each representing one ordinary share,** |                     | ** **                 |
| **par  value****€****0.24**          |                     | ** **                 |

 

Securities forwhich there is a reporting obligation pursuant to Section 12(g) ofthe Act.

**None**

(Title of Class)

 

(Title of Class)

Securities forwhich there is a reporting obligation pursuant to Section 15(d) ofthe Act.

**None**

(Title of Class)

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

**OrdinaryShares, par value 41,440,613**

 

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

If this reportis an annual or transition report, indicate by check mark if the registrant isnot required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.   o Yes   x No

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

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

Indicate bycheck mark whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of "accelerated filerand large accelerated filer" in Rule 12b-2 of the Exchange Act. (Checkone):

| Large accelerated filer o |   | Accelerated  filer x |   | Non-accelerated  filer o |
|---------------------------|--------|----------------------|--------|--------------------------|

 

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

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

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

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

 

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**PART III**

**Item 19.**                 Exhibits

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

 

Confidentialtreatment has been granted with respect to portions of the exhibit indicated bya dagger (†). The omitted portions have been filed separately with theSecurities and Exchange Commission.

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

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

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

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

*****     As previously filed with the Securities and Exchange Commission on April14, 2005 in an exhibit to the Form 20-F.

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**SIGNATURE**

The registrant hereby certifies that itmeets all of the requirements for filing on Form 20-F/A and that ithas duly caused and authorized the undersigned to sign this annual report onits behalf.
| Crucell N.V. |
|--------------|
| By:          |   | RONALD H. P. BRUS |   | By: |   | LEONARD KRUIMER |
|         |   | Ronald  H. P. Brus |   |   |   | Leonard  Kruimer |
|         |   | *Chief  Executive Officer* | * * | * * | * * | *Chief  Financial Officer* |

 

Date:June 30, 2006

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