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<SEC-DOCUMENT>/in/edgar/work/20000613/0000891836-00-000438/0000891836-00-000438.txt : 20000919
<SEC-HEADER>0000891836-00-000438.hdr.sgml : 20000919
ACCESSION NUMBER:		0000891836-00-000438
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20000613
EFFECTIVENESS DATE:		20000613

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3600
]		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-39204
			FILM NUMBER:		654449
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
				STREET 2:		1096 HA AMSTERDAM
				CITY:			THE NETHERLANDS
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
					STREET 2:		1096 HA AMSTERDAM
					CITY:			THE NETHERLANDS
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
						DATE OF NAME CHANGE:	19930727
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8
<TEXT>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2000
                                                      REGISTRATION NO. 333-_____

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
             (Exact Name of Registrant as Specified in Its Charter)

                            ROYAL PHILIPS ELECTRONICS
                     (Registrant's Name for Use in English)

                                 THE NETHERLANDS
         (State or Other Jurisdiction of Incorporation or Organization)

                                      NONE
                     (I.R.S. Employer Identification Number)

        REMBRANDT TOWER, AMSTELPLEIN 1, AMSTERDAM 1070MX, THE NETHERLANDS
                    (Address of Principal Executive Offices)

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                LYNNE A. BEZIKOS
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0612
            (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:

                               ANDREW D. SOUSSLOFF
                               SULLIVAN & CROMWELL
                 125 BROAD STREET, NEW YORK, NEW YORK 10004-2498
                                 (212) 558-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                                                    PROPOSED
                                                           PROPOSED MAXIMUM         MAXIMUM            AMOUNT OF
TITLE OF EACH CLASS OF                  AMOUNT TO BE      OFFERING PRICE PER        AGGREGATE         REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED(1)           SHARE (2)        OFFERING PRICE (2)         FEE
- --------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>                <C>                 <C>
Common Shares of Koninklijke           1,000,000 shares         $47.8125           $47,812,500         $12,622.50
Philips Electronics N.V., par value
0.25 Euro per share
====================================================================================================================
<FN>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers
     an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described
     herein.
(2)  Estimated solely for the purpose of computing the amount of the registration fee. Pursuant to Rule 457(h) and
     Rule 457(c) under the Securities Act of 1933, calculated on the basis of the average of the high and low prices
     of the Common Shares as reported on the New York Stock Exchange on June 12, 2000.

</FN>
</TABLE>

<PAGE>

                                     PART I
- --------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE
                                ----------------

         As permitted by Rule 428 under the  Securities Act of 1933, as amended,
this  registration  statement omits the information  specified in Part I of Form
S-8. We will deliver the documents containing the information  specified in Part
I to the  participants  in the plan  covered by this  registration  statement as
required by Rule 428(b).  We are not filing these  documents with the Securities
and  Exchange   Commission  as  part  of  this  registration   statement  or  as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act of 1933, as amended.





                                        2


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission (the "Commission")  allows us to
"incorporate by reference" the  information we file with them,  which means that
we  can  disclose  important  information  to  you by  referring  you  to  those
documents. The information incorporated by reference is considered to be part of
this  registration  statement,  and  later  information  that we file  with  the
Commission will automatically update and supersede this information. Information
set  forth  in this  registration  statement  supersedes  any  previously  filed
information that is incorporated by reference into this registration  statement.
We  incorporate  by reference  into this  registration  statement  the following
documents:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 1999 (File No. 2-20193) filed with the Commission on March 23, 2000; and

         (b) Our Reports on Form 6-K,  filed with the Commission on February 18,
2000, April 5, 2000, April 20, 2000, May 25, 2000 and June 8, 2000; and

All documents filed by Royal Philips Electronics under sections 13(a), 13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  after  the  date  of this
registration  statement,  but prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Item 4  contains a summary of certain  provisions  of the  articles  of
association of Royal Philips Electronics.  This summary does not purport to be a
complete  statement  of these  provisions  and is  qualified  in its entirety by
reference  to the articles of  association,  which are included as an exhibit to
this  registration  statement.  All  references to "we" or the "Company" in this
summary mean Royal Philips Electronics.

GENERAL

         Our board of  management,  the  members of which are  appointed  by the
general meeting of our  shareholders,  is responsible  for our  management.  The
supervisory   board,   which  is  also  appointed  by  the  general  meeting  of
shareholders,  is responsible for supervising the policy pursued by the board of
management and the general course of our affairs.

SHARE CAPITAl

         Our authorized capital is 1,500,000,000  euros comprised of 10 priority
shares of 500 euros, 3,000,000,000 common shares of 0.25 euro, and 2,999,980,000
preference  shares of 0.25 euro.  The  authorized  capital may be increased by a
shareholders'  resolution  adopted on the  proposal of the board of  management,
approved by the  supervisory  board and subsequent  amendment to the articles of
association.  The general meeting of shareholders  has adopted a proposal of our
board of management and our  supervisory  board for a share  reduction  program.
Upon  completion  of the

                                        3


<PAGE>

share  reduction  program,  which we expect will be in mid-2000,  our authorized
capital will be reduced to  1,300,000,000  euros comprised of 10 priority shares
of 500  euros,  3,250,000,000  common  shares  of 0.20  euro  and  3,249,975,000
preference shares of 0.20 euro.

         Of the ten  priority  shares,  eight are held by the Dr.  A.F.  Philips
Stichting, a foundation with a self-electing board. The board of this foundation
consists of the Chairman and the Vice Chairman and Secretary of our  supervisory
board,  certain other members of our supervisory  board and the president of the
Company.  At present,  the board  consists  of Messrs.  L.C.  van Wachem,  W. de
Kleuver,  J.M.  Hessels and C. Boonstra.  The remaining two priority  shares are
held by Messrs. F.J. Philips and H.A.C. van Riemsdijk, each of them holding one.
The transfer of priority  shares is restricted by the articles of association to
transferees approved by the meeting of priority shareholders.

         No  preference  shares  have  been  issued.   However,   the  Stichting
Preferente Aandelen Philips (the "Foundation"),  a foundation  established under
Netherlands  law,  has been granted the right to acquire  protective  preference
shares  in our  capital  should  a  third  party  ever  seem  likely  to  gain a
controlling  interest in the Company. The Foundation may exercise this right for
as many preference shares as there are common shares in the Company  outstanding
at that time.  The object of the Foundation is to represent the interests of the
Company, the enterprises  maintained by the Company and its affiliated companies
within  the  Philips  group,  such  that the  interests  of the  Company,  those
enterprises and all parties involved with them are safeguarded as effectively as
possible,  and that they are  afforded  maximum  protection  against  influences
which, in conflict with those interests, may undermine the autonomy and identity
of the Company  and those  enterprises,  and also to do anything  related to the
above ends or conducive to them.

         At present,  the members of the  self-electing  Board of the Foundation
are Messrs.  J.R.  Glasz,  H.B. van Liemt,  W.E.  Scherpenhuijsen  Rom, L.C. van
Wachem and C. Boonstra.  As Chairman of our  supervisory  board and our board of
management respectively,  Messrs. van Wachem and Boonstra are ex officio members
of the board of the Foundation.  Mr. Boonstra is not entitled to vote. Our board
of management and the board of the  Foundation  have declared that they both are
of the opinion that the Foundation is  independent  from the Company as required
by the Listing Requirements of the stock market of the Amsterdam Exchange.

         The common shares are held in bearer and  registered  form.  Holders of
shares of New York Registry hold their common  shares in  registered  form.  See
"Common Share Certificates and Transfer".

DIVIDENDS

         The holders of  priority  shares are  entitled  to an annual  preferred
dividend of 20 euros per share.  The profit that  remains  thereafter  is at the
disposal of the  general  meeting of our  shareholders,  which is  empowered  to
withhold  distribution in whole or in part or to make a distribution in whole or
in part to holders of common shares in proportion to their share ownership.

VOTING RIGHTS

         Each common share and each  preference  share are entitled to one vote.
Each priority  share is entitled to two thousand  votes.  All common shares vote
together on all matters  presented at a general  meeting of  shareholders.  Upon
completion of the share reduction program discussed above,

                                        4


<PAGE>


each common  share and each  preference  will be entitled to one vote,  and each
priority share will be entitled to two thousand five hundred votes.

         Election of our Board of Management. Members of our board of management
are elected by the general meeting of shareholders  from nominations made by our
supervisory board in agreement with the meeting of priority shareholders.

         The  supervisory  board has to  nominate  at least two persons for each
vacancy to be filled on the board of  management  and the election  must be made
from  among the  persons so  nominated.  The list of such  nominations  shall be
deposited for shareholder inspection at the registered office of the Company and
at an Amsterdam bank  specified by us at the time of the notice to  shareholders
convening the general meeting of shareholders at which the proposed  appointment
will be considered.

         The general meeting of shareholders may deprive of their binding effect
nominations  for  election to the board of  management  made by our  supervisory
board,  if a resolution is passed by two-thirds of the votes cast and represents
more than  one-half of the issued share  capital.  In that event,  a new binding
list shall be submitted  to a  subsequent  general  meeting of  shareholders  in
accordance  with the  provisions  described  above.  If the second  list is also
rejected in the manner  provided for above,  the general meeting of shareholders
shall be free to make its own  appointments  to the  board  of  management.  The
general  meeting of  shareholders  may also  suspend or remove any member of the
board of management at any time by a two-thirds  majority of the votes cast at a
meeting at which at least  one-half of the issued share  capital is  represented
(although  no  quorum is  required  if  dismissal  is  proposed  by the board of
management, the supervisory board or the meeting of priority shareholders).

         Subject to the foregoing paragraph, the supervisory board has the power
to control nominations to our board of management.

         Election of the Supervisory Board. Members of the supervisory board are
elected by the general  meeting of  shareholders  from  nominations  made by the
supervisory board in agreement with the meeting of priority shareholders.

         The  supervisory  board must  nominate  at least two  persons  for each
vacancy to be filled on the supervisory board and the election must be made from
among the persons so  nominated.  The list of nominees  shall be  deposited  for
shareholder  inspection  at  the  registered  office  of the  Company  and at an
Amsterdam  bank  specified in the notice to  shareholders  convening the general
meeting at which the proposed appointment will be considered.

         The general meeting of shareholders may deprive of their binding effect
nominations for election to the supervisory  board made by the supervisory board
if a resolution is passed by two-thirds  of the votes cast and  represents  more
than  one-half of the issued share  capital.  In that event,  a new binding list
shall be submitted to a subsequent general meeting of shareholders in accordance
with the provisions  described above. Should the second list also be rejected in
the manner provided for above, the general meeting of shareholders shall then be
free to make its own appointments to the supervisory  board. The general meeting
of shareholders  may also suspend or remove any member of the supervisory  board
at any time by  two-thirds  of the  votes  cast at a  meeting  at which at least
one-half  of the issued  share  capital is  represented  (although  no quorum is
required  if  dismissal  is proposed  by the  supervisory  board or a meeting of
priority shareholders).

                                        5


<PAGE>



         General Meetings of Shareholders.  General meetings of shareholders are
held annually at least once a year not later than the 30th of June in Eindhoven,
Amsterdam,  's-Gravenhage or Rotterdam (all in The Netherlands). We mail notices
to the holders of shares of New York  Registry and publish  notice of the annual
meeting in  national  newspapers  in The  Netherlands  and in certain  countries
abroad.  In order to attend,  to address and to vote at the  general  meeting of
shareholders,  the  holders  of shares of New York  Registry  must  advise us in
writing,  as stated in the notice  convening the meeting,  of their intention to
attend the  meeting.  Holders of bearer  shares  must  deposit  their  shares as
specified in the published notice.  In connection with our general meetings,  we
do not solicit  proxies within the United States but may seek limited numbers of
proxies from non-U.S. shareholders outside the United States.

         Action is taken at general  meetings of  shareholders  by a majority of
the votes cast (except where a different  proportion of votes is required by the
articles of association  or  Netherlands  law) and there are generally no quorum
requirements applicable to such meetings.

         Amendment of Articles of Association  and  Dissolution.  Resolutions to
amend our Articles of  association  or to dissolve  the Company  proposed by the
board of  management  must be  approved  by a  majority  of the votes  cast at a
general  meeting  of  shareholders.  Resolutions  to  this  effect  proposed  by
shareholders must be approved by at least a three-fourths  majority of the votes
cast at a general  meeting of shareholders at which more than half of the issued
share capital is represented or, if the requisite capital is not represented, by
a  three-fourths  majority of the votes cast at a new  meeting  held within four
weeks.  All  resolutions to amend the articles of association or to dissolve the
Company  must also be approved or ratified by the  supervisory  board and by the
meeting of  priority  shareholders  at which more than half the issued  priority
share capital is represented and at least three-fourths of the votes cast are in
favor of such amendment or dissolution. If the requisite capital is not present,
a further meeting shall be held within four weeks thereof at which, irrespective
of the share  capital  represented,  the  resolution  can be adopted by at least
three-fourths  of  the  votes  cast.   Resolutions  to  amend  the  articles  of
association  or dissolve  the Company  will not be valid unless the full text of
such  proposals  has  been  deposited  for  inspection  by  shareholders  at the
registered  office of the  Company and at an  Amsterdam  bank  specified  in the
notice convening the general meeting of shareholders  from the day on which such
notice is delivered until the close of that meeting.

LIQUIDATION RIGHTS

         In the event of the  dissolution  and  liquidation of the Company,  the
assets  remaining after payment of all debts and liquidation  expenses are to be
distributed  in the  following  order of priority:  to the holders of preference
shares,  the amount paid thereon;  to the holders of priority  shares,  the full
nominal  amount of such shares;  and the  remainder to the holders of the common
shares.

ISSUANCE OF SHARES AND PREEMPTIVE RIGHTS

         Our board of  management  may issue common shares if and insofar as the
board of management has been  designated by the general  meeting of shareholders
as the  authorized  body  for  this  purpose,  subject  to the  approval  of our
supervisory  board  and  the  meeting  of the  holders  of  priority  shares.  A
designation of the board of management will be effective for a specified  period
of up to five years and may be renewed.  Currently,  our board of management has
been  designated as the authorized  body to issue common shares until  September
30, 2001.  The board of management  must obtain the approval of the  supervisory
board and the meeting of priority  shareholders  to issue common shares.  If the
board of management has not been designated, the general meeting of

                                        6


<PAGE>

shareholders has the power to authorize the issuance of common shares,  upon the
proposal  of the board of  management,  which  proposal  must be approved by the
supervisory board and the meeting of priority shareholders.

         Shareholders have a pro rata preferential  right of subscription to any
common share issuance unless the right is restricted or excluded.  If designated
by the general meeting of shareholders, the board of management has the power to
restrict or exclude the preferential  subscription  rights. A designation of the
board of management will be effective for a specified period of up to five years
and may be renewed.  Currently,  our board of  management  has been  granted the
power to  restrict  or exclude  the  preferential  right of  subscription  until
September  30, 2001.  If the board of management  has not been  designated,  the
general  meeting of  shareholders  has the power to  restrict  or  exclude  such
rights,  upon the proposal of the board of  management,  which  proposal must be
approved by the  supervisory  board and the  meeting of  priority  shareholders.
Resolutions by the general meeting of shareholders referred to in this paragraph
require  approval of at least  two-thirds of the votes cast if less than half of
the issued share capital is represented at the meeting.

         The  foregoing  provisions  also  apply to the  issuance  of  rights to
subscribe for shares.

REPURCHASE OF COMMON SHARES

         We may repurchase our own shares  subject to certain  financial  tests,
but shares held in treasury may not be voted or counted for quorum purposes. Any
purchases  by us are subject to the  approval of the  supervisory  board and the
authorization of shareholders at the general meeting of shareholders.  Our board
of  management  may be  authorized  by the general  meeting of  shareholders  to
repurchase our own shares for a specified period of up to eighteen months, which
authorization may be renewed.  Currently,  our board of management is authorized
to repurchase  shares with the approval of the supervisory board until September
30, 2001.

LIMITATIONS ON RIGHT TO HOLD OR VOTE COMMON SHARES

         There are no limitations  imposed by Netherlands law or by our articles
of  association on the right of  non-resident  owners to hold or vote the common
shares.

COMMON SHARE CERTIFICATES AND TRANSFER

         The common  shares are  available in either  registered  or bearer form
except  that the  common  shares  quoted  on the New  York  Stock  Exchange  are
available in  registered  form only.  Our  shareholders'  register is maintained
partly in New York, New York, known as the New York Registry,  by Citibank,  our
transfer  agent  and  registrar,  and  partly in The  Netherlands,  known as the
Eindhoven Registry, by or on behalf of us.

         The common shares listed on the stock market of the Amsterdam  Exchange
are common  shares in bearer  form  embodied  in share  certificates,  which are
lodged with Nederlands Centraal Instituut voor Giraal  Effectenverkeer B.V., the
Dutch clearing house known as NECIGEF, for safe-keeping on behalf of the parties
entitled to such  common  shares.  The common  shares in bearer form can only be
transferred  through  the  securities  transfer  system of  NECIGEF.  Holders of
registered common shares will be entered in our shareholders'  register.  At the
request  of  the  registered   shareholder,   we  will,  without  fee,  issue  a
non-negotiable extract from the shareholders' register in the name of the holder
unless a certificate has been issued for the holder's registered

                                        7


<PAGE>


common share. A deed of transfer,  together with our  acknowledgment in writing,
is required to transfer registered shares.

         Persons who are not DTC participants may beneficially own common shares
registered by the New York registry held by DTC only through  direct or indirect
participants  in  DTC.  So long as Cede & Co.,  as the  nominee  of DTC,  is the
registered  owner of  common  shares  traded  on the  NYSE,  Cede & Co.  for all
purposes will be considered  the  shareholder of such shares.  Accordingly,  any
person  owning a beneficial  interest in common  shares  traded on the NYSE must
rely on the procedures of DTC and, if such person is not a  participant,  on the
procedures of the  participant  through which such person owns its interest,  to
exercise  any  rights of a  shareholder.  We  understand  that,  under  existing
industry practice, in the event that an owner of a beneficial interest in common
shares  traded on the NYSE  desires to take any action  that Cede & Co.,  as the
shareholder, is entitled to take, Cede & Co. would authorize the participants to
take such action, and the participants would authorize beneficial owners holding
interest  through such  participants  to take such action or would otherwise act
upon the  instructions  of beneficial  owners  holding  interests  through them.
Common shares traded on the NYSE may be  transferred  on our books at the office
of our transfer agent and  registrar.  Certificates  representing  common shares
traded on the NYSE may be exchanged at such office for certificates representing
common shares traded on the NYSE of other denominations, provided, however, that
such  certificates  are  available  only in such  denominations  as our board of
management  determines.  Under  Netherlands  law, the transfer of our registered
shares requires a written  instrument of transfer and written  acknowledgment by
the issuer of such transfer.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The articles of  association  of Royal Philips  Electronics  contain no
provisions  under  which any member of its board of  management  or  supervisory
board or officers is indemnified  in any manner  against any liability  which he
may incur in his  capacity  as such.  However,  article  36 of the  articles  of
association  of Royal  Philips  Electronics  provides:  "Adoption by the General
Meeting  of  Shareholders  of  the  annual  accounts  ...  without  any  express
reservation made by the General Meeting of Shareholders shall have the effect of
fully  discharging  the  Board of  Management  and the  Supervisory  Board  from
liability for  performance  of their  respective  duties in the  financial  year
concerned."

         Under Netherlands' law, this discharge is not absolute and would not be
effective as to any matters not disclosed in the annual  accounts and the report
of the board of management,  as presented to and adopted by the general  meeting
of shareholders.

         Members of the board of management,  the supervisory  board and certain
officers of Royal Philips Electronics are, to a limited extent, insured under an
insurance  policy  against  damages  resulting from their conduct when acting in
their capacities as such.

                                        8


<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.     Description
- -----------     -----------

3(i)            Articles of Association.

4.1             Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
                Plan.

23.1            Consent of KPMG Accountants N.V.

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 to include any
     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;

         (2) That,  for the  purpose  of  determining  any  liability  under the
     Securities  Act of 1933,  as amended,  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; and

         (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 of 1933, as amended,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 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 of 1933, as amended, 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 Act and
will be governed by the final adjudication of such issue.

                                        9


<PAGE>

                     SIGNATURES OF ROYAL PHILIPS ELECTRONICS

         Pursuant to the requirements of the Securities Act of 1933, as amended,
KONINKLIJKE PHILIPS ELECTRONICS N.V. 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  Amsterdam,  The
Netherlands, on June 13, 2000.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By: /s/ ARI WESTERLAKEN
                              -------------------------
                           Name: Ari Westerlaken
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  Lynne A. Bezikos his true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the  same  with all  exhibits  thereto,  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
indicated capacities on June 13, 2000.

Name                            Title
- ----                            -----

/s/ C. BOONSTRA                 President/CEO, Chairman of the Board of
- ---------------------------     Management (Principal Executive Officer)
C. Boonstra

/s/ J. H. M. HOMMEN             Executive Vice-President, Member of the Board of
- ---------------------------     Management and Chief Financial Officer
J. H. M. Hommen                 (Principal Financial and Accounting Officer)

/s/ A. BAAN                     Executive Vice-President, Member of the Board of
- ---------------------------     Management
A. Baan

/s/ A. P. M. VAN DER POEL       Executive Vice-President, Member of the Board of
- ---------------------------     Management
A. P. M. van der Poel

/s/ G. J. KLEISTERLEE           Executive Vice-President, Member of the Board of
- ---------------------------     Management
G. J. Kleisterlee


                                      II-1

<PAGE>


Name                            Title
- ----                            -----

                                Executive Vice-President, Member of the Board of
- ---------------------------     Management
G. J. W. Whybrow

/s/ L.C. VAN WACHEM             Chairman of the Supervisory Board
- ---------------------------
L. C. van Wachem

/s/ W. DE KLEUVER               Vice-Chairman and Secretary of the Supervisory
- ---------------------------     Board
W. de Kleuver

/s/ W. HILGER
- ---------------------------     Member of the Supervisory Board
W. Hilger

/s/ L. SCHWEITZER
- ---------------------------     Member of the Supervisory Board
L. Schweitzer

/s/ SIR RICHARD GREENBURY
- ---------------------------     Member of the Supervisory Board
Sir Richard Greenbury

/s/ J. M. HESSELS
- ---------------------------     Member of the Supervisory Board
J. M. Hessels

/s/ K. VAN MIERT
- ---------------------------     Member of the Supervisory Board
K. van Miert

/s/ LYNNE A. BEZIKOS
- ---------------------------     Duly authorized representative in the United
Lynne A. Bezikos                States



                                      II-2


<PAGE>



       SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED
                               STOCK PURCHASE PLAN

Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the  plan
administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the  undersigned  thereunto  duly  authorized in the City of New York,
State of New York, on June 13, 2000.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.
                           NONQUALIFIED STOCK PURCHASE PLAN


                           By: /s/ THOMAS CUNNANE
                              ---------------------------
                           Name: Thomas Cunnane
                           Title: Secretary

                                      II-3


<PAGE>



                                INDEX TO EXHIBITS

3(i)       Articles of Association

4.1        Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan

23.1       Consent of KPMG Accountants N.V.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ARTICLES OF ASSOCIATION
<TEXT>





                                                                    Exhibit 3(i)

                             ARTICLES OF ASSOCIATION

                                       OF

                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
                           (ROYAL PHILIPS ELECTRONICS)



                                 AS LAST AMENDED

          ON APRIL 17, 2000, PURSUANT TO THE RESOLUTION OF THE GENERAL

                 MEETING OF SHAREHOLDERS HELD ON MARCH 30, 2000.


              TRANSLATION OF THE ORIGINAL AND AUTHENTIC DUTCH TEXT.


                                  NAME AND SEAT

                                   ARTICLE 1.

1.    The name of the Company is:  Koninklijke Philips Electronics N.V.

2.    The Company is authorized to act as "Royal Philips Electronics".

3.    Its registered office is situated in Eindhoven.


                                     OBJECTS

                                   ARTICLE 2.

The objects of the Company are to  establish,  participate  in,  administer  and
finance legal  entities,  companies and other legal forms for the purpose of the
manufacture  and  trading of  electrical,  electronic,  mechanical  or  chemical
products,  the  development and  exploitation of technical and other  expertise,
including software, or for the purpose of other activities, and to do everything
pertaining thereto or connected therewith,  all this in the widest sense, as may
also be  conducive  to the proper  continuity  of the  collectivity  of business
undertakings, in the Netherlands and abroad, which are carried on by the Company
and the companies in which it directly or indirectly participates.



<PAGE>



             SHARE CAPITAL, SHARES, SHAREHOLDERS, SHARE CERTIFICATES
                               AND SHARE REGISTER

                                   ARTICLE 3.

1.  The share  capital  of the  Company is one and one half  billion  euros (EUR
    1,500,000,000),  divided into ten priority shares of five hundred euros (EUR
    500) each,  in these  articles  of  association  henceforth  referred  to as
    "priority  shares",  three billion common shares of  twenty-five  euro cents
    (EUR 0.25) each, in these articles of association  henceforth referred to as
    "common shares", and two billion nine hundred and ninety-nine million,  nine
    hundred and eighty thousand preference shares of twenty-five euro cents (EUR
    0.25) each,  in these  articles  of  association  henceforth  referred to as
    "preference shares."

2.  Unless  otherwise  stated,  the term "shares" in these  articles shall refer
    equally to priority, common and preference shares.

                                   ARTICLE 4.

1.  The Board of  Management  shall have the power to issue common shares if and
    insofar  as the  Board of  Management  has been  designated  by the  General
    Meeting of  Shareholders  as the  authorized  body for this purpose.  Such a
    designation 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.  The
    Board of Management  requires the approval of the  Supervisory  Board and of
    the meeting of priority shareholders for such an issue.

2.  If a  designation  as referred  to in clause 1 is not in force,  the General
    Meeting of Shareholders shall have the power, upon the proposal of the Board
    of Management - which proposal must be approved by the Supervisory Board and
    by the meeting of priority shareholders - to resolve to issue common shares.

3.  In the event of a common  share  issue in return  for a cash  consideration,
    holders of common shares shall have a pre-emption right in proportion to the
    number of common shares which they own. The Board of  Management  shall have
    the power to  restrict or exclude the  pre-emption  right  accruing to these
    shareholders,  if and  insofar  as the  Board of  Management  has also  been
    designated by the General  Meeting of  Shareholders  for this purpose as the
    authorized  body for the period of such  designation.  The provisions in the
    second and third sentences of clause 1 shall apply accordingly.

4.  If a  designation  as referred  to in clause 3 is not in force,  the General
    Meeting of Shareholders shall have the power, upon the proposal of the Board
    of Management - which proposal must be approved by the Supervisory Board and
    by the  meeting of  priority  shareholders  - to  restrict  or  exclude  the
    pre-emption right accruing to shareholders.

5.  A resolution  of the General  Meeting of  Shareholders  in  accordance  with
    clauses 3 and 4 of this article  requires a majority of at least  two-thirds
    of the  votes  cast if  less  than  half  of the  issued  share  capital  is
    represented at the meeting.

6.  Clauses  1 and 2 of this  article  apply  mutatis  mutandis  to an  issue of
    preference  shares.  An option to take  preference  shares was granted on 19
    June  1989 to the  Stichting  Preferente  Aandelen  Philips  under the power
    vested  in  the  Board  of  Management  at  that  time  in the  articles  of
    association.

                                       -2-


<PAGE>


7.  In order for  resolutions of the General  Meeting of  Shareholders  to issue
    shares or to designate the Board of Management, as referred to in clauses 1,
    2 and 6, to be valid, a prior or simultaneous  resolution  granting approval
    is  required  from each  group of  holders  of shares of the same type whose
    rights are affected by the issue.

8.  The  preceding  clauses of this  article  shall  apply  accordingly  mutatis
    mutandis to the  granting of rights to take  shares,  but shall not apply to
    the issue of shares to someone who exercises a previously  acquired right to
    take  shares.  The Board of  Management  shall  have the power to issue such
    shares.

9.  The issue price shall not be fixed below par,  subject to  deviations  which
    the law permits in this  respect.  The common and  priority  shares shall be
    fully paid up when they are taken.  At least a quarter of the nominal amount
    shall be paid on preference  shares when they are taken.  Further payment on
    the  preference  shares  shall be made  within one month  after the Board of
    Management, subject to the approval of the Supervisory Board and the meeting
    of priority shareholders, has made a corresponding request in writing to the
    shareholders concerned.

                                   ARTICLE 5.

1.  Any  acquisition by the Company of shares in its capital which are not fully
    paid up shall be null and void.

2.  The Company may acquire,  for valuable  consideration,  common shares in its
    own share capital if and insofar as:

    a.  its shareholders' equity less the purchase price of the common shares is
        not less than is laid down in the relevant statutory provisions;

    b.  the  nominal  amount of the  shares  in its  capital  which the  Company
        acquires,  holds or holds as pledgee, or which are held by a subsidiary,
        is not more than  one-tenth  of the  issued  share  capital;  and c. the
        General Meeting of  Shareholders  has authorized the Board of Management
        to acquire such  shares,  which  authorization  may be given for no more
        than 18 months  on each  occasion.  Shares  thus  acquired  may again be
        disposed  of. The Board of  Management  shall not acquire  shares in the
        Company's own share  capital as referred to above - if an  authorization
        as referred to above is in force - or dispose of such shares without the
        approval of the Supervisory Board.

3.  The Board of  Management  shall have the power,  without  the  authorization
    referred to in clause 2 but with the approval of the  Supervisory  Board, to
    acquire on behalf of the Company shares in its own share capital as referred
    to above in order to transfer the shares to employees of the Company or of a
    group company, in pursuance of a rule applying to them.

4.  No voting right attaches to own shares referred to above. These shares shall
    not rank for the purpose of determining any majority or for deciding whether
    a specific  proportion  of the issued  share  capital  is  represented  at a
    general meeting of shareholders.

5.  Upon the proposal of the Board of Management - which  proposal must have the
    prior  approval  of the  Supervisory  Board  and  the  meeting  of  priority
    shareholders - the General Meeting of Shareholders shall

                                       -3-


<PAGE>


    have the power to resolve,  having regard to the provisions of Section 99 of
    Book 2 of the Netherlands Civil Code, to reduce the issued share capital:

    o   by a  cancellation  of common shares  acquired by the Company in its own
        share capital;

    o   by a reduction  of the nominal  amount of the shares by amendment of the
        articles of association, with partial repayment on those shares;

    o   by a  cancellation  of  preference  shares,  with  repayment on the said
        preference shares; or

    o   by a  release  from  the  obligation  to  make  further  payment  on the
        preference  shares upon  implementation  of a  resolution  to reduce the
        nominal amount of such shares.

    It shall be indicated in this resolution  whether and, if so, to what extent
    this relates to common shares,  to all or only to certain  preference shares
    or - insofar as this is permitted - to all shares,  and rules shall be drawn
    up for the implementation of the resolution.  A partial repayment or release
    from the obligation to make further payment must be made  proportionally  to
    all shares concerned.

                                   ARTICLE 6.

1.  Priority  shares and preference  shares shall be  registered.  Common shares
    shall, at the option of the  shareholder,  be either in bearer or registered
    form, as specified in the following clauses.

2.  Where  a  share  belongs  to more  than  one  person  in any  form of  joint
    ownership,  or where limited rights in rem attach to any share,  the Company
    is entitled to require those concerned to designate in writing one person to
    exercise the rights attached to the share.

3.  The  expression  "shareholder",  as used in these  articles,  shall,  if the
    ownership  of a share is  vested  in more  than one  person,  mean the joint
    holders of such share,  without  prejudice,  however,  to the  provisions of
    clause  2 of this  article.  The  expression  "person",  as  used  in  these
    articles, shall include a body corporate.

4.  Share  certificates for bearer shares consist of a main part with a dividend
    sheet not  consisting of separate  dividend  coupons.  Such dividend  sheets
    shall be issued  solely to  "depositaries"  who have  been  admitted  to the
    Centre for Securities  Administration  in Amsterdam and who are bound by the
    regulations that apply to such  depositaries.  Share certificates for bearer
    shares shall be available for such numbers,  which may be subject to change,
    as the Board of Management may determine.

5.  Registered shares shall be available:

    o   in the form of an entry in the share  register  without issue of a share
        certificate;  shares of this type are  referred to in these  articles as
        Type I shares;

    o   and - should the Board of Management so decide - in the form of an entry
        in the share  register with issue of a  certificate,  which  certificate
        shall consist of a main part without dividend sheet; shares of this type
        and share certificates of this type for common shares are referred to in
        these articles as Type II shares and share certificates,

                                                        -4-


<PAGE>



    these being available for such numbers,  which may be subject to change,  as
    the Board of Management may determine.

6.  The form in which share  certificates  are issued shall be determined by the
    Board of Management.

7.  The forms of share  specified  in clauses 4 and 5 may, on  conditions  to be
    determined by the Company,  be converted into other forms referred to in the
    respective clauses.

                                   ARTICLE 7.

1.  In respect of registered  shares a register shall be kept by or on behalf of
    the Company,  which register shall be regularly updated and, in the form the
    Board of Management will decide,  may, in whole or in part, be maintained in
    more  than one copy and at more  than one  place.  At least one copy will be
    maintained at the office of the Company.

2.  Each  shareholder's  name  and  address,  the  number  and  type  of  shares
    registered in his name, the date on which  registered  shares were acquired,
    the  date  of  acknowledgement  and/or  service  upon  the  Company  of  the
    instrument  of  transfer,  the amounts paid thereon and such further data as
    the Board of Management  shall deem  desirable,  whether at the request of a
    shareholder  or not,  shall  be  entered  in the  register.  The  names  and
    addresses  of persons  who have a right of  usufruct or pledge in respect of
    those  shares,  the date on which they  acquired  such a right,  the date of
    acknowledgement  or service upon the Company of the  instrument of transfer,
    as well as the other  data  required  by law,  shall  also be entered in the
    register.

3.  Upon request,  a  shareholder  shall be given free of charge an extract from
    the register in respect of the shares registered in his name.

                                   ARTICLE 8.

1.  Upon a written request from a person entitled to such certificates,  missing
    or damaged common share certificates,  or parts thereof,  may be replaced by
    new certificates,  or by duplicates bearing the same numbers and/or letters,
    provided that the applicant  proves his title and, in so far as  applicable,
    his loss to the satisfaction of the Board of Management, and further subject
    to such conditions as the Board of Management may deem fit.

2.  In appropriate  cases,  at its own  discretion,  the Board of Management may
    stipulate that the identifying  numbers and/or letters of missing  documents
    be published  three times,  at intervals of at least one month,  in at least
    three newspapers to be indicated by the Board of Management,  announcing the
    application  made; in such a case new  certificates or duplicates may not be
    issued  until six months have  expired  since the last  publication,  always
    provided that the original documents have not been produced and shown to the
    Board of Management before that time.

3.  The issue of new  certificates  or  duplicates  shall  render  the  original
    document invalid.

4.  The issue of new  certificates  or duplicates  for shares may in appropriate
    cases,  at the  discretion  of the  Board of  Management,  be  published  in
    newspapers to be indicated by the Board of Management.

                                       -5-


<PAGE>



                                   ARTICLE 9.

1.  The transfer of a registered share, including:

    o   the allotment of registered shares in the event of a judicial  partition
        and division of any form of community of property or interests;

    o   the  transfer  of a  registered  share as a  consequence  of a judgement
        execution;

    o   the  creation  of  limited  rights in rem on a  registered  share  shall
        require  an  appropriate  instrument  of  transfer  that has to meet the
        conditions  stipulated  by the  Company  and for  which a model  will be
        available for  shareholders at no costs, as well as an  acknowledgement.
        This acknowledgement may be made;

    o   in the instrument of transfer; or

    o   by a certificate with an officially  recorded,  or otherwise fixed, date
        containing  the  acknowledgement  on the  instrument of transfer or of a
        copy or extract  thereof  authenticated  by a civil law notary or by the
        transferor.

    If a Type II share  certificate  has been issued,  the share  certificate is
    also  required to be handed over to the Company for the purpose of the share
    transfer.  In  this  case  the  acknowledgement  may be made  by  making  an
    annotation on the share  certificate or by replacing the certificate  with a
    new one in the name of the transferee.

    In the case of  preference  shares which have not been paid up in full,  the
    acknowledgement  may be made only if there is an instrument of transfer with
    an officially  recorded,  or otherwise fixed,  date. When preference  shares
    which have not been paid up in full are  transferred,  the date of  transfer
    shall be entered in the register.

2.  The transfer of priority  shares is subject to the provisions of article 10,
    as well as to those of the preceding clause.


                                 PRIORITY SHARES

                                   ARTICLE 10.

1.  Without  prejudice to the  provisions of article 9, the transfer of priority
    shares is subject to the conditions  stated in the following clauses of this
    article.

2.  A  priority  share may only be  transferred  to a nominee  nominated  by the
    meeting of priority  shareholders,  and upon payment of the nominal value of
    such share,  with  interest at the rate of four per cent per annum - or such
    lower rate as the  statutory  interest  rate will be at the beginning of the
    relevant  financial  year - as from the  beginning of the current  financial
    year until the date of the transfer.

3.  A holder of a priority share wishing to transfer such share shall notify the
    Board of Management of such  intention by  registered  letter.  The Board of
    Management shall as soon as possible bring the contents of such notification
    to the notice of the Chairman of the Supervisory Board and of the holders of
    priority

                                       -6-


<PAGE>



    shares.  In that event the Chairman of the Supervisory Board shall convene a
    meeting of priority  shareholders,  which shall be held within a month after
    receipt of the  notification  referred  to above and which  shall  propose a
    nominee.

4.  However,  the holder of a priority share who, by registered letter addressed
    to the Board of  Management,  has  requested  the  proposal  of a nominee in
    accordance  with the  provisions  of the  preceding  clause shall be free to
    transfer  the share  offered by him, if after a period of three months after
    receipt of such  notification  the meeting of priority  shareholders has not
    proposed a nominee or no nominee has agreed to acquire the share.

5.  In the event of transfer of any priority  share upon the death of the holder
    thereof or for any other  reason,  those who  acquire  the share  shall,  by
    registered letter addressed to the Board of Management, offer such share for
    transfer   to  a  nominee  to  be   proposed  by  the  meeting  of  priority
    shareholders.  In that  event  the  provisions  of  clauses  3 and 4 of this
    article  shall apply mutatis  mutandis.  In such a case the Company shall be
    irrevocably  authorized on behalf of the successor or successors in title to
    effect the  transfer to such  nominee and to receive the  payments on his or
    their  behalf.  Until the transfer of the priority  share has taken place in
    the prescribed manner and is entered in the priority share register, no vote
    may be cast in respect of such  priority  share at the  meeting of  priority
    shareholders.

6.  The provisions of clause 5 of this article shall apply mutatis mutandis to a
    holder of  priority  shares who has been  adjudicated  bankrupt or granted a
    moratorium of payments or placed in the care of a guardian, or is unable for
    any other reason to dispose freely of his property.

7.  The  transfer  of a priority  share shall be entered in the  priority  share
    register.


                               BOARD OF MANAGEMENT

                                   ARTICLE 11.

1.  The  Company  shall be managed by a Board of  Management,  consisting  of at
    least three  members,  under the  supervision  of a Supervisory  Board.  The
    Chairman of the Board of Management  shall be President of the Company.  The
    other members shall be Executive  Vice-Presidents* of the Company.  With due
    observance  of the minimum of three,  the number of members shall be decided
    by the meeting of priority shareholders in consultation with the Supervisory
    Board.

2.  Members of the Board of Management,  as well as the Chairman of the Board of
    Management  and President of the Company,  shall be appointed by the General
    Meeting of Shareholders from a binding list of two nominees for each vacancy
    to be  filled,  drawn  up by the  Supervisory  Board in  agreement  with the
    meeting of priority  shareholders.  Votes in respect of persons who have not
    been so  nominated  shall be invalid.  In the event of an equality of votes,
    the nominee who is placed first on the list shall be appointed.

3.  The list of nominees  shall be deposited for inspection by  shareholders  at
    the office of the Company and at a bank at  Amsterdam to be specified in the
    notice  convening the general  meeting at which the  appointments  are to be
    made,  as from the date of serving the said  notice  until the close of that
    meeting.

- -------------------
      *In the original Dutch version of these articles of associates the term
"Vice-President" is used.

                                       -7-


<PAGE>




4.  The list of nominees referred to in clause 2 of this article may be deprived
    of its binding  character  by a resolution  adopted at a general  meeting of
    shareholders  by a  majority  of at  least  two-thirds  of the  votes  cast,
    representing more than one half of the issued share capital. In that event a
    new binding  list shall be  submitted  to a  subsequent  general  meeting of
    shareholders, with due observance of the provisions of the preceding clauses
    of this  article.  Should such a second list also be deprived of its binding
    character  in the manner  provided  for in the first  sentence,  the General
    Meeting of Shareholders shall be free to appoint.

5.  Should the number of members of the Board of  Management  fall below  three,
    the powers of the Board of Management shall remain intact.  In such a case a
    general meeting of shareholders shall be held at the earliest opportunity to
    fill the vacancies on the Board of Management.

6.  Without prejudice to the provisions of clause 2 of this article,  a proposal
    to make  appointments  to the Board of Management  may only be placed on the
    agenda of the general meeting of shareholders by the Board of Management and
    only in  consultation  with the  meeting of  priority  shareholders  and the
    Supervisory Board.

                                   ARTICLE 12.

1.  Members  of the Board of  Management  may be  suspended  or  removed  by the
    General Meeting of Shareholders.  A resolution to suspend or remove a member
    of the Board of Management, other than a resolution proposed by the Board of
    Management,  the Supervisory Board or the meeting of priority  shareholders,
    may only be adopted by a majority of at least  two-thirds of the votes cast,
    representing  more than half of the issued share capital.  The provisions of
    Section 120 (3) of Book 2 of the Civil Code shall not apply.

2.  The members of the Board of Management  may be suspended  from office by the
    Supervisory Board either  collectively or individually.  Within three months
    of such suspension a general meeting of shareholders shall be held to decide
    whether the suspension shall be cancelled or upheld. The person so suspended
    shall be entitled to be heard at the meeting.

                                   ARTICLE 13.

1.  Two members of the Board of Management may jointly  represent the Company at
    law and otherwise.

    a.  The Board of Management may authorize each of its members  separately to
        represent the Company within the limits defined in the authorization.

    b.  The  authority of a member of the Board of  Management  to represent the
        company  does not cease to exist  where  there is a conflict of interest
        with the company,  unless a legal act between the company and a director
        himself is involved,  in which case, without prejudice to the provisions
        of the last  sentence of Section  146 of Book 2 of the Civil  Code,  the
        other  members of the Board of  Management  shall have the  authority to
        represent the Company with regard to that legal act.

                                       -8-


<PAGE>




                                   ARTICLE 14.

1.  The Board of  Management  shall  have the power to enter into  contracts  as
    specified in Section 94 (1) of Book 2 of the Civil Code.

2.  The Board of Management may grant powers of attorney to persons,  whether or
    not in the service of the Company,  to represent the Company and may thereby
    determine  the  scope of such  powers  of  attorney  and the  titles of such
    persons.

                                   ARTICLE 15.

Subject to the approval of the Supervisory  Board, the Board of Management shall
draw up Standing  Orders,  regulating,  inter alia,  the mode of  convening  its
meetings and the internal procedure at such meetings.

                                   ARTICLE 16.

1.  Without  prejudice  to the  provisions  made  elsewhere  in these  articles,
    resolutions  of the Board of Management  concerning  the  following  matters
    shall be subject to the approval of the Supervisory Board:

    a.  issue of shares in the Company, restricting or excluding the pre-emption
        right in the event of an issue of shares,  acquisition  of shares in the
        capital of the Company and the disposal of shares thus  acquired;  issue
        of debentures chargeable to the Company;

    b.  cooperation in the issue of certificates of shares in the Company;

    c.  application  for  quotation or for  withdrawal  of the  quotation of the
        securities  referred  to under a. and b. in the price  list of any stock
        exchange;

    d.  long-term cooperation,  directly or indirectly,  with another company or
        body corporate, and the discontinuation of such cooperation, if the said
        cooperation or discontinuation thereof is of fundamental significance;

    e.  taking a direct  or  indirect  participation  in the  share  capital  of
        another  company,  the value of which is at least equal to the amount of
        one  quarter  of the  issued  share  capital  plus the  reserves  of the
        Company,  as shown by its balance sheet and explanatory  notes,  and any
        fundamental change in the scale of such participation;

    f.  any investment  involving  expenditure  equal to at least one quarter of
        the issued share  capital plus the reserves of the Company,  as shown by
        its balance sheet and explanatory notes;

    g.  a proposal to amend the articles of association;

    h.  a proposal to dissolve the Company or for a legal merger of the Company;

    i.  a petition for bankruptcy or for a moratorium of payments;



                                       -9-


<PAGE>




    j.  a proposal to reduce the issued share capital.

2.  The  Supervisory  Board may grant the approvals  required in accordance with
    this article  either for a specific  legal act, or for a group of such legal
    acts.

                                   ARTICLE 17.

Without  prejudice to the statutory  provisions,  absence or inability to act of
members of the Board of  Management  is regulated in the Standing  Orders of the
Board of Management.

                                   ARTICLE 18.

The  remuneration  and other terms of  employment of the members of the Board of
Management  shall be fixed by the  Supervisory  Board upon the  proposal  of the
President of the Company.

                                SUPERVISORY BOARD

                                   ARTICLE 19.

1.  The  Supervisory  Board  shall be  responsible  for  supervising  the policy
    pursued by the Board of Management  and the general course of affairs in the
    group of companies  within the Netherlands and abroad,  of which the Company
    forms part. The Supervisory  Board shall assist the Board of Management with
    advice relating to the general policy aspects  connected with the activities
    of the Company and of the group of companies associated with it.

2.  The Board of Management shall provide the Supervisory Board in due time with
    such  information as the Supervisory  Board needs for the performance of its
    duties and shall  regularly  report on the course of business of the Philips
    Group.

                                   ARTICLE 20.

1.  The members of the  Supervisory  Board shall be appointed and may be removed
    by the General Meeting of Shareholders.  The Supervisory Board shall consist
    of at least five members.

2.  Members of the  Supervisory  Board shall be appointed by the General Meeting
    of  Shareholders  from a binding list of two nominees for each vacancy to be
    filled,  drawn up by the Supervisory  Board in agreement with the meeting of
    priority  shareholders.  Votes in respect  of  persons  who have not been so
    nominated shall be invalid. In the event of an equality of votes, the person
    who is placed first on the list shall be appointed. A list of nominees shall
    be deposited for inspection by shareholders at the office of the Company and
    at a bank in Amsterdam to be specified in the notice  convening  the general
    meeting on whose agenda the proposed  appointment  has been placed,  as from
    the date on which the said notice is served until the close of that meeting.
    Without  prejudice to the provisions of the first sentence and in compliance
    with  Section 142 (3) of Book 2 of the Civil  Code,  a proposal to appoint a
    member of the  Supervisory  Board  may only be  placed on the  agenda of the
    general meeting by the Supervisory Board,



                                      -10-


<PAGE>



    though only in consultation  with the Board of Management and the meeting of
    priority shareholders. Persons as referred to in Sections 142 (4) and 160 of
    Book 2 of the Civil Code shall not be appointed.

3.  The list of nominees referred to in clause 2 of this article may be deprived
    of its binding  character  by a resolution  adopted at a general  meeting of
    shareholders  by a  majority  of at  least  two-thirds  of the  votes  cast,
    representing more than one half of the issued share capital.  In that event,
    a new binding list shall be submitted  to a  subsequent  general  meeting of
    shareholders  with due observance of the provisions of the preceding clauses
    of this  article.  Should such a second list also be deprived of its binding
    character  in the manner  provided  for in the first  sentence,  the General
    Meeting of Shareholders shall then be free to appoint.

4.  A  member  of the  Supervisory  Board  shall  retire  at the end of the next
    general meeting of shareholders  held after a period of four years following
    his appointment.  Should a member of the Supervisory  Board reach the age of
    72 in any financial year, he shall retire at the end of the ordinary general
    meeting of  shareholders  held in that  financial  year.  After  having held
    office for the first period of four years,  members of the Supervisory Board
    are eligible for reelection  only twice for a full period of four years.  In
    specific   cases  the   Supervisory   Board  and  the  meeting  of  priority
    shareholders  may resolve to deviate from this  provision.  The  Supervisory
    Board may establish a rotation schedule.

5.  A resolution to suspend or remove a member of the Supervisory  Board,  other
    than a  resolution  proposed  by the  Supervisory  Board or the  meeting  of
    priority  shareholders,  may  only be  adopted  by a  majority  of at  least
    two-thirds  of the votes  cast,  representing  more than half of the  issued
    share capital. The provisions of Section 120 (3) of Book 2 of the Civil Code
    shall not apply.

                                   ARTICLE 21.

1.  The members of the  Supervisory  Board  shall  appoint  from their  number a
    Chairman, a Vice-Chairman and a Secretary.

2.  The Supervisory Board may appoint one of its members to be a Delegate Member
    and in so doing determine the period of such appointment.  Without prejudice
    to the  duties  and  responsibilities  of the  Supervisory  Board and of its
    members,  the Delegate  Member shall,  on behalf of the  Supervisory  Board,
    maintain more frequent  contact with the Board of Management  with regard to
    the  general  course of  affairs  within  the scope of  article  20 of these
    articles of association. In so doing, the Delegate Member of the Supervisory
    Board shall assist the Board of Management with advice.

3.  Without prejudice to the duty and responsibility of the Supervisory Board as
    such,  the  latter  body may  resolve to have  certain  tasks  performed  or
    prepared and certain powers exercised or prepared by a commission from their
    number.  Such a resolution  shall  specify the  chairman  and the  secretary
    thereof and in what manner and how frequently such  commission  shall render
    account to the Supervisory Board as such.

                                      -11-


<PAGE>



                                   ARTICLE 22.

1.  The  Supervisory  Board may adopt  resolutions  by absolute  majority of the
    votes cast at a meeting  attended by at least one-third of its members.  The
    Supervisory  Board  may  adopt  resolutions  in  writing  outside  a meeting
    provided that the proposals for such  resolutions  have been sent in writing
    to all  members  and no member is  opposed  to this  method  of  adopting  a
    resolution,  and provided  that in such a case more than half of the members
    declare themselves in favour of the proposals.

2.  Minutes shall be kept of the proceedings of the Supervisory  Board, which in
    any case shall include the resolutions  adopted by the meeting. In the event
    that the resolutions  are adopted  outside a meeting,  as referred to in the
    second sentence of the preceding clause, the resolutions so adopted shall be
    recorded in writing by the  Secretary.  Such  record  shall be signed by the
    Chairman and the Secretary.

3.  A certificate signed by two members to the effect that the Supervisory Board
    has adopted a  particular  resolution  shall  constitute  evidence of such a
    resolution in dealings with third parties.

4.  The  members  of  the  Board  of  Management  shall,  if so  invited  by the
    Supervisory Board, attend the meetings of the Supervisory Board.


                                   ARTICLE 23.

1.  The Supervisory  Board shall draw up Standing Orders  regulating the mode of
    convening its meetings and the internal procedure at such meetings.

                                   ARTICLE 24.

1.  Upon a  proposal  made by the  Supervisory  Board,  the  General  Meeting of
    Shareholders  shall  determine  the  remuneration  of  the  members  of  the
    Supervisory Board, which shall consist of a fixed yearly amount.

2.  The  Supervisory  Board may grant an additional  remuneration to be borne by
    the Company to its Chairman, to a Delegate Member or to members who pursuant
    to a resolution  of the  Supervisory  Board have been  designated to perform
    certain functions or activities of the Supervisory Board.

                        GENERAL MEETINGS OF SHAREHOLDERS

                                   ARTICLE 25.

1.  The ordinary  general  meeting of  shareholders  shall be held each year not
    later than 30 June and, at the Board of Management's  option,  at Eindhoven,
    at Amsterdam, at The Hague or at Rotterdam; the notice convening the meeting
    shall inform the shareholders accordingly. Extraordinary general meetings of
    shareholders  shall be held as often as deemed  necessary by the Supervisory
    Board  or the  Board  of  Management,  and  must be held if the  meeting  of
    priority  shareholders or one or more shareholders  jointly  representing at
    least  one-tenth of the issued share capital make a written  request to that
    effect to the Supervisory  Board and the Board of Management,  specifying in
    detail the business to be dealt with.



                                      -12-


<PAGE>


    If the Board of Management  fails to comply with a request as referred to in
    the  preceding  clause  in  such  a  manner  that  the  general  meeting  of
    shareholders  can be held  within six weeks after the  request,  the persons
    making the request may be authorized by the President of the District  Court
    at `s - Hertogenbosch to convene the meeting themselves.

2.  The  general  meeting  of  shareholders  will  in any  case  deal  with  and
    deliberate on the following:

    a.  the Company's annual report, including at least:

        o    the Board of Management's report;

        o    the annual accounts with explanation and appendices;

        o    the Supervisory Board's report;

    this being without  prejudice to the  possibility of a deferment  granted to
    the Board of  Management,  as provided in Section 101 of Book 2 of the Civil
    Code.

    b.  proposals placed on the agenda by the Supervisory  Board, the meeting of
        priority  shareholders,  the  Board of  Management  or  shareholders  in
        accordance with the provisions of these articles;

    c.  the  filling  of  vacancies  on  the  Board  of  Management  and/or  the
        Supervisory Board in accordance with the provisions of these articles.


                                   ARTICLE 26.

1.  The notice  convening a general meeting shall be published in the form of an
    advertisement  which in the  Netherlands  shall be  inserted in at least one
    national daily newspaper and, at the Board of Management's option, in one or
    more foreign newspapers. In addition,  holders of registered shares shall be
    notified by letter that the meeting is being convened.

2.  The notice convening the meeting shall be issued by the Board of Management.
    In the case  envisaged in the third  paragraph of clause 1 of the  preceding
    article,  the notice shall be issued by the shareholders  therein specified,
    subject to the  relevant  provisions  of Section  111 of Book 2 of the Civil
    Code.

3.  The  notice  convening  the  meeting  shall be issued  no later  than on the
    fifteenth day prior to the meeting.

4.  Without  prejudice  to what is provided in this  respect  elsewhere in these
    articles, the agenda shall contain such business as may be placed thereon by
    the Board of Management,  the  Supervisory  Board or the meeting of priority
    shareholders.  Furthermore  the agenda shall contain such business as one or
    more  shareholders  representing at least  one-hundredth of the issued share
    capital have requested the Supervisory  Board and the Board of Management to
    place on the agenda,  at least 60 days before the date of the  meeting.  The
    Supervisory  Board and the Board of Management may resolve not to place such
    business  proposed by  shareholders on the agenda if they are of the opinion
    that such  request  would be  detrimental  to the serious  interests  of the
    Company. The meeting shall not adopt resolutions on matters other than those
    which have been placed on the agenda.


                                      -13-

<PAGE>


5.  Without  prejudice to the provisions of Sections 99 and 123 of Book 2 of the
    Civil Code,  the notice  convening  the  meeting  shall  either  mention the
    business  on the agenda or state that the  agenda is open to  inspection  by
    shareholders  at the  office  of the  Company  and at a  specified  bank  at
    Amsterdam.

                                   ARTICLE 27.

1.  All  shareholders  are  entitled,  without  prejudice to the  provisions  of
    article 6,  clause 2, to attend the  general  meeting  of  shareholders,  to
    address the meeting  and,  subject to the  provisions  of Section 118 (7) of
    Book 2 of the Civil Code, to vote.

2.  In order to exercise the rights  mentioned in clause 1 of this article,  the
    holders of bearer share  certificates shall deposit their share certificates
    prior to the  meeting at the office of the Company or at one of the banks or
    other  establishments  to be indicated in the notice,  at least one of which
    shall be a  depositary  as  mentioned  in article 6,  clause 4,  situated at
    Amsterdam.  The notice  shall also mention the last day on which this can be
    done.  The deposit  shall be made in return for a card of  admission  to the
    meeting.

3.  In order to exercise the rights  mentioned in clause 1 of this article,  the
    holders of  registered  common shares shall notify the Company in writing of
    their intention to do so no later than on the day and at the place mentioned
    in the notice  convening  the meeting,  and also - insofar as Type II common
    shares are  concerned - stating the  identifying  number of the common share
    certificate.  They may only  exercise the said rights at the meeting for the
    common shares registered in their name both on the day referred to above and
    on the day of the meeting.

4.  In order to exercise the rights  mentioned in clause 1 of this article,  the
    holders of preference  shares shall notify the Company of their intention to
    do so no later than on the day prior to the  meeting.  They may exercise the
    said rights at the meeting only for the shares  registered  in their name on
    the day of the meeting.

5.  The  Company  shall send a card of  admission  to the  meeting to holders of
    registered  shares  who have  notified  the  Company of their  intention  in
    accordance with the provisions of the two preceding clauses.

6.  Shareholders,  usufructuaries  and  pledgees  who are  entitled  to attend a
    general  meeting  may be  represented  by proxies  with  written  authority.
    Without  prejudice  to the  provisions  of the  preceding  clauses  of  this
    article,  the written  authorization must be deposited not later than at the
    time and at the place indicated in this article.

                                   ARTICLE 28.

With regard to the exercise of the rights referred to in the preceding  article,
the  Company is  entitled  to regard as correct  the  statements  regarding  the
depositing  of share  certificates  and/or the  granting  of  authorizations  by
shareholders,  and  regarding  the  quantities  to  which  the  deposits  and/or
authorizations  relate,  which  are made to it in due  time by the  institutions
designated for that purpose in the notice convening the meeting.

                                      -14-


<PAGE>



                                   ARTICLE 29.

1.  General  meetings of shareholders  shall be presided over by the Chairman of
    the  Supervisory  Board or by any other person  nominated by the Supervisory
    Board. The Chairman may restrict the time for which  shareholders may speak,
    if he considers this to be desirable  with a view to the orderly  conduct of
    the meeting.

2.  The  resolutions  adopted  at a general  meeting  of  shareholders  shall be
    recorded  by a civil law  notary.  Such  record  shall be  co-signed  by the
    Chairman of the meeting.  The latter shall ensure that a summary  account is
    made of the business transacted at the meeting.

                                   ARTICLE 30.

1.  Unless otherwise stated in these articles,  resolutions  shall be adopted by
    absolute  majority of votes.  Blank and invalid  votes shall not be counted.
    The Chairman shall decide on the method of voting, including the possibility
    of voting by acclamation.  In the event of voting by acclamation,  the votes
    against will be recorded if a request to this effect is made.

2.  Except as provided in article 11,  clause 2 and article 20, clause 2, in the
    event of an equality of votes the relevant  proposal shall be deemed to have
    been rejected.

                                   ARTICLE 31.

Each common share and each preference  share shall entitle to one (1) vote. Each
priority share shall entitle to two thousand (2000) votes.

                                   ARTICLE 32.

1.  Separate  meetings of holders of preference shares shall be held as often as
    a resolution of the meeting of holders of  preference  shares is required by
    statutory provisions or these articles of association,  and further as often
    as the Board of Management, the Supervisory Board or the meeting of priority
    shareholders  deems this necessary,  and must be held if one or more holders
    of preference  shares  representing at least one-tenth of the capital issued
    in the form of  preference  shares make a written  request to that effect to
    the Board of Management, specifying in detail the business to be dealt with.

2.  A meeting of holders of preference shares shall be convened no later than on
    the fifteenth day prior to the meeting by a letter  addressed to the persons
    entitled to attend this meeting.

3.  Meetings of holders of  preference  shares  shall be held at  Eindhoven,  at
    Amsterdam,  at The Hague or at Rotterdam.  The notice  convening the meeting
    shall inform the holders of preference  shares in respect thereof.  Articles
    27 to 31  inclusive  shall  apply  accordingly  to  meetings  of  holders of
    preference shares.

4.  At a  meeting  of  holders  of  preference  shares at which the whole of the
    capital  issued  in the form of  preference  shares  is  represented,  valid
    resolutions may be adopted, provided that the vote is unanimous,



                                      -15-


<PAGE>



    even if the  provisions  governing  the place of the meeting,  the manner in
    which it is  convened,  the  period of notice and the  specification  in the
    notice of the business to be dealt with have not been observed.

                                   ARTICLE 33.

Separate  meetings  of  holders  of  common  shares  shall be held as often as a
resolution  of the meeting of holders of common  shares is required by statutory
provisions  or these  articles of  association.  The  provisions  of article 25,
clause 1 and  articles  26 to 31  inclusive  shall apply  accordingly  to such a
meeting.

                        MEETINGS OF PRIORITY SHAREHOLDERS

                                   ARTICLE 34.

1.  Meetings of priority shareholders shall be held on the proposal of the Board
    of Management. They shall be held at a place to be indicated by the Chairman
    of the Board of Management.

2.  Meetings of priority shareholders must be held if holders of priority shares
    representing at least two-fifths of the issued priority share capital make a
    written  request to that effect to the Board of  Management,  specifying  in
    detail the business to be dealt with. If the meeting is not convened  within
    fourteen  days  after  a  request  made  by  priority  shareholders,   those
    shareholders shall be entitled to convene the meeting themselves.

3.  Meetings shall be convened by notice to every holder of a priority  share. A
    meeting  shall not be deemed to be  invalid by reason of a notice not having
    been  received or not  received in due time,  unless it cannot be shown that
    the  notice  was  indeed  dispatched.  The  notices  shall be  issued by the
    Chairman of the Board of Management or, in the case provided in clause 2, by
    the priority  shareholders  referred to therein.  Notices shall be served at
    least eight days prior to the meeting.

4.  A meeting at which three-fifths of the priority share capital is represented
    shall be exempted from all periods of notice and formalities  concerning the
    convening of the meeting.

5.  The  meeting  of  priority  shareholders  may adopt  resolutions  in writing
    provided that the proposals for such  resolutions  have been sent in writing
    to all holders of priority shares and no holder is opposed to this method of
    adopting a resolution.

6.  A  certificate  signed by the  holder(s)  of at least  half of the  priority
    shares to the effect that the meeting of priority shareholders has adopted a
    particular  resolution  shall  constitute  evidence of such a resolution  in
    dealings with third parties.

7.  The consent of the meeting is required if a priority  shareholder  wishes to
    be represented at the meeting by a proxy.





                                      -16-


<PAGE>



                       REPORT OF THE BOARD OF MANAGEMENT,
                        ANNUAL ACCOUNTS AND DISTRIBUTIONS

                                   ARTICLE 35.

1.  The financial year shall be identical with the calendar year.

2.  Without  prejudice to the  provisions  of article 25, clause 2, the Board of
    Management shall, within four months after the close of each financial year,
    submit to the  Supervisory  Board annual  accounts  consisting  of a balance
    sheet as at 31 December of the preceding  year and a profit and loss account
    in respect of the  financial  year then ended,  with the  explanatory  notes
    thereto.

3.  With the  approval  of the  Supervisory  Board and the  meeting of  priority
    shareholders, the Board of Management shall have the power to determine what
    portion of the profit - the positive  balance of the profit and loss account
    - shall be retained by way of reserve.  Not  available for retention in this
    way are amounts  needed for (a) the formation of legally  required  reserves
    and/or (b) distributions as referred to in clauses 1 to 3 of article 37.

4.  The  Supervisory  Board shall cause the annual  accounts to be examined by a
    registered  accountant  designated  for  that  purpose  by  the  Company  in
    compliance  with the  provisions  of Section 393 of Book 2 of the Civil Code
    and shall  report to the  General  Meeting  of  Shareholders  on the  annual
    accounts.  If the General Meeting of Shareholders  does not designate such a
    registered  accountant,  the Supervisory Board, and in default thereof,  the
    Board of Management,  shall have the power to do so. Such a designation  may
    be made for an indefinite period.

5.  The Board of  Management  shall  then have the  annual  report  drawn up, as
    provided in article 25. Sufficient copies of the annual report shall be made
    available  to the  shareholders  from the day on which  the  annual  general
    meeting of shareholders is convened until the close of that meeting.

                                   ARTICLE 36.

Adoption by the  General  Meeting of  Shareholders  of the annual  accounts,  as
referred  to in article  39 and  without  any  express  reservation  made by the
General Meeting of Shareholders,  shall have the effect of fully discharging the
Board of Management and the Supervisory Board from liability for the performance
of their respective duties in the financial year concerned.

                                   ARTICLE 37.

1.  From the profit shown in the annual accounts  adopted by the General Meeting
    of Shareholders, the percentage mentioned below of the amount required to be
    paid from time to time in the course of the financial  year concerned on the
    preference  shares  shall,  as far as possible  and in  compliance  with the
    provisions  of  Section  105  (2) of  Book 2 of the  Civil  Code,  first  be
    distributed  on those shares.  The dividend on the  preference  shares shall
    only be  distributed  for the number of days that such shares were  actually
    outstanding in the financial year concerned.

2.  The  percentage  referred to in clause 1 shall be equal to the Average  Main
    Refinancing  Rates during the financial year for which the  distribution  is
    made, plus two percent (2%). Average Main Refinancing



                                      -17-


<PAGE>



    Rate shall be understood to mean the average  value on each  individual  day
    during the  financial  year for which the  distribution  is made of the Main
    Refinancing  Rates  prevailing on such day. Main  Refinancing  Rate shall be
    understood to mean the rate of the Main Refinancing  Operation as determined
    and published from time to time by the European Central Bank.

3.  If the profit for a financial  year is declared  and one or more  preference
    shares have been  withdrawn or  preference  shares have been fully repaid in
    that financial year, those persons who according to the register referred to
    in  article  7 were  holders  of  preference  shares at the time of the said
    withdrawal or repayment shall have an inalienable right to a distribution of
    profit  as  described  below.  The  profit  which,  if  possible,  shall  be
    distributed  to the  said  persons  shall  be  equal  to the  amount  of the
    distribution  to which they would have been entitled under the provisions of
    clause 1 if they had still  been  holders of the  aforementioned  preference
    shares at the time when the profit was  declared,  this being  calculated on
    the basis of the period for which they were holders of preference  shares in
    the said  financial  year, a part of a month being  counted as a full month.
    With regard to an alteration to the  provisions of this clause,  the proviso
    referred to in Section 122 of Book 2 of the Civil Code is made.

4.  From the profit that remains after the application of clause 3 of article 35
    and clauses 1 to 3 inclusive of this  article,  an amount of 20 euros (euros
    20) shall first be  distributed  on every  priority  share.  The profit that
    remains  thereafter  shall be at the  disposal  of the  General  Meeting  of
    Shareholders,  which is  empowered to withhold  distribution  in whole or in
    part or to make a  distribution  in whole or in part to  holders  of  common
    shares in proportion to their holdings of common shares.

                                  ARTICLE 38.

1.  Upon the  proposal of the Board of  Management,  which  proposal  shall have
    received the prior approval of the  Supervisory  Board and of the meeting of
    priority shareholders, the General Meeting of Shareholders shall be entitled
    to resolve to make  distributions  charged to the "other  reserves" shown in
    the annual accounts or charged to "share premium account".

2.  Upon the  proposal of the Board of  Management,  which  proposal  shall have
    received the prior approval of the  Supervisory  Board and of the meeting of
    priority shareholders, the General Meeting of Shareholders shall be entitled
    to make distributions to shareholders under article 37, article 38, clause 1
    and article 39 in the form of the issue of common shares.

                                   ARTICLE 39.

At its own  discretion  and having regard to the statutory  provisions  relating
thereto,  the Board of Management,  with the prior  approval of the  Supervisory
Board and of the  meeting of  priority  shareholders,  may  distribute  from the
profits for the current  financial  year one or more  interim  dividends  on the
shares before the annual  accounts for any financial year have been approved and
adopted at a general meeting.

                                      -18-


<PAGE>



                                   ARTICLE 40.

1.  The Board of Management determines for various types of shares on what dates
    and in what form distributions will be payable.

    Notices relating to such distributions  shall in the Netherlands be given in
    at least one  national  daily  newspaper,  and  abroad in at least one daily
    newspaper  appearing in each of those countries where, on the application of
    the Company, the Company's shares have been admitted for official quotation,
    and further in such manner as the Board of Management may deem desirable.

    The  provisions  of this article shall apply  accordingly  in the event of a
    share issue with pre-emption subscription rights.

2.  Cash distributions in respect of shares for which Type II share certificates
    are outstanding  shall, if such  distributions are made payable only outside
    the Netherlands, be paid in the currency of the country concerned, converted
    at the rate of  exchange  on the  Amsterdam  Stock  Exchange at the close of
    business  on a date to be fixed and  announced  by the Board of  Management.
    This date may not be set  earlier  than the day before the date on which the
    distribution  is  declared  and not later than the date which has been fixed
    for the shares concerned in accordance with the provisions of clause 3.

3.  With regard to the  provisions  of article 6, clause 2 and of article 7, the
    person entitled to any distribution on registered shares shall be the person
    in whose name the share is registered - or, in the case of limited rights in
    rem,  the  person  whose  right  appears  well-founded  - at the  date to be
    determined  for that  purpose by the Board of  Management  in respect of the
    distribution for each of the different types of shares.

4.  A person  entitled  to a  distribution  on a bearer  share for which a share
    certificate  is  outstanding  shall,  in order to exercise his right to such
    distribution,  arrange for the dividend sheet  appertaining to that share to
    be in the  safekeeping  of a depositary as mentioned in article 6, clause 4,
    at such a time as shall be specified by the Board of Management.  In respect
    of distributions  referred to herein,  the Company shall have discharged its
    liability  to the persons  entitled  thereto by making  these  distributions
    available to the depositary  referred to in article 6, clause 4 or to one or
    more third parties  designated  by the latter and the Company,  in favour of
    the persons in whose name the dividend sheets were held by the  depositaries
    at the aforementioned time.

5.  Rights of payment of distributions in cash shall lapse if such distributions
    are not claimed within five years  following the day after the date on which
    they were made available.

6.  In the case of a  distribution  in shares,  any shares not claimed  within a
    period to be  determined  by the Board of  Management  shall be sold for the
    account of the persons  entitled to the distribution who failed to claim the
    shares.  These persons are entitled only to the net proceeds in cash of such
    a sale. This  entitlement  will be forfeited if the proceeds are not claimed
    within five years following the day after the date on which the distribution
    in shares was made payable.

7.  In the case of a  distribution  in the form of shares on registered  shares,
    those  shares  shall  be  added  to the  share  register.  A Type  II  share
    certificate  for a nominal amount equal to the number of shares added to the
    register shall be issued to holders of Type II shares,  without prejudice to
    the provisions of article 6, clause 4.

                                      -19-


<PAGE>



8.  The Board of Management may, for reasons which it considers sufficient,  and
    subject  to such  conditions  as it may  consider  necessary,  rule that the
    provisions of clause 1, second  paragraph and clause 4 of this article shall
    not apply.

              AMENDMENT OF ARTICLES OF ASSOCIATION AND DISSOLUTION

                                   ARTICLE 41.

1.  A resolution to amend the articles of association or to dissolve the Company
    shall be valid only provided that:

    a.  the  consent of the  Supervisory  Board and of the  meeting of  priority
        shareholders has been or will be obtained;

    b.  the  consent  of the  meeting  of  priority  shareholders  is given at a
        meeting  at which more than half the issued  priority  share  capital is
        represented  and by at least  three-fourth  of the votes  cast;  if this
        requirement is not complied with, a further meeting shall be held within
        four weeks thereof, at which, irrespective of the priority share capital
        represented,  the resolution can be adopted by at least  three-fourth of
        the votes cast;

    c.  the full proposals have been deposited for inspection by shareholders at
        the office of the Company and at a bank at  Amsterdam  specified  in the
        notice convening the general meeting of shareholders, as from the day on
        which the said notice is served until the close of that meeting;

    d.  the resolution is adopted at a general  meeting of shareholders at which
        more than half of the  issued  share  capital is  represented  and by at
        least  three-fourth of the votes cast; if the requisite share capital is
        not represented at a meeting called for that purpose,  a further meeting
        shall be convened, to be held within four weeks of the first meeting, at
        which, irrespective of the share capital represented, the resolution can
        be adopted by at least three-fourth of the votes cast.

2.  Where a resolution as referred to in the preceding clause of this article is
    submitted by the Board of Management,  the General  Meeting of  Shareholders
    may,  notwithstanding  the  provisions  of clause 1 d.,  resolve by absolute
    majority of votes to amend the  articles of  association  or to dissolve the
    Company,  without  more  than  half  of  the  issued  capital  having  to be
    represented.

                                   ARTICLE 42.

Should the Company be dissolved,  the  liquidation  and  apportionment  shall be
effected by the Board of Management in compliance  with the relevant  provisions
of Book 2 of the Civil Code and, insofar as they are not  inconsistent  with the
latter,  the articles of  association.  In adopting a resolution to dissolve the
Company,  the  General  Meeting of  Shareholders  may  approve  the payment of a
remuneration to the liquidators.

                                      -20-


<PAGE>



                                   ARTICLE 43.

From the balance of the liquidation, a distribution shall first be made on every
preference share to the amount paid thereon, then on every priority share to the
nominal amount thereof,  and the residue  thereafter shall be distributed on the
common shares.

                             TRANSITIONAL PROVISIONS

                                   ARTICLE 44.

Rights  attached to a Type A share  certificate (K document),  as referred to in
article 6 of the articles of association of Philips Electronics N.V. valid up to
6 May 1994,  as well as rights  attached to shares  with a nominal  value of ten
guilders (NLG 10.-),  may not be exercised so long as these shares have not been
converted  into  shares with a nominal  value of one euro (EUR 1.-),  and rights
attached  to  shares  with a  nominal  value  of one euro  (EUR  1.-) may not be
exercised  so long as these  shares have not been  converted  into shares with a
nominal  value of  twenty-five  euro  cents  (EUR  0.25).  Upon  conversion  the
shareholder  is entitled to the payment of  dividends  insofar as this right has
not lapsed under the  provisions  of article 40,  clause 5 of these  articles of
association.

                                      -21-


<PAGE>



                       CERTIFICATE OF ENGLISH TRANSLATION

Pursuant  to Rule 306 of  Regulation  S-T,  the  registrant  certifies  that the
Articles  of  Association,  as  amended,  dated as of April 17,  2000,  which is
included as part of the Form S-8,  dated June 13,  2000, is a fair and accurate
English translation.

                              KONINKLIJKE PHILIPS ELECTRONICS N.V.
                              (Registrant)



                              By: /s/ ARIE WESTERLAKEN
                                 -----------------------------
                              Name:  Arie Westerlaken
                              Title: General Secretary

                              Date: June 13, 2000





                                    -22-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>NONQUALIFIED STOCK PURCHASE PLAN
<TEXT>



                                                                     Exhibit 4.1


          PLAN SPECIFICATIONS FOR KONINKLIJKE PHILIPS ELECTRONICS N.V.
                        NONQUALIFIED STOCK PURCHASE PLAN

- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------
Plan Name                         Koninklijke Philips Electronics N.V.
                                  Nonqualified Stock Purchase Plan

Effective Date                    August 1, 2000

DEFINITIONS

   "Affiliate"                    Present or future subsidiary corporation of
                                  the Company, where the Company owns
                                  directly or indirectly at least 50% of the
                                  subsidiary corporation.

   "Board"                        Board of Management of the Company

   "Closing Price"                Last trade of Common Shares on the NYSE for a
                                  Trading Date.

   "Code"                         Internal Revenue Code of 1986, as amended.

   "Committee"                    Committee of not less than 3, nor more than
                                  5 members appointed by the Board or its
                                  designee and responsible for administration
                                  of the Plan.

   "Common Shares"                Common shares of Koninklijke Philips
                                  Electronics N.V.

   "Company"                      Koninklijke Philips Electronics N.V.

   "Contribution Account"         A participant's accumulated
                                  payroll deductions in a Participation
                                  Period.

   "Disability"                   Participant leaves active employment of
                                  Employer on account of a condition that
                                  would be treated as a total and permanent
                                  disability under Code section 22(e)(3).

   "Earnings"                     Earnings include a Participant's cash
                                  compensation received during the Participation
                                  Period from salary and wages.
                                  o     Salary and wages include overtime pay,
                                        bonuses (except as provided below),
                                        holiday pay, vacation pay, and short-
                                        term disability payments.
                                  o     Earnings include salary deferrals
                                        pursuant to Code sections 125 and
                                        401(k).
                                  o     Earnings exclude bonuses exceeding
                                        100% of a participant's annual base
                                        salary in effect at the time bonuses
                                        are paid. Earnings also do not
                                        include expense reimbursements,
                                        deferred compensation, lump sum
                                        severance payments, stock options,
                                        money received for declining medical
                                        or dental coverage, patent


<PAGE>

- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

                                        and similar awards, distributions from
                                        any long-term incentive plan,
                                        perquisites, long-term disability
                                        payments, payments made from an Accident
                                        and Sickness program, or any long-term
                                        key employee compensation program.

   "Eligible Employee"            Each U.S. based salaried or hourly Full-time
                                  Employee other than an Excluded Employee who
                                  is employed by an Employer. For purposes of
                                  this Plan, the term "employee" includes only
                                  persons treated as such on the Employer's
                                  payroll and personnel records at the time such
                                  determination is made. Persons treated by the
                                  Employer as contingent workers (including
                                  independent contractors, third-party payroll
                                  workers, employees of consulting firms and
                                  temporary help agencies, even if leased
                                  employees within the meaning of Section
                                  414(n)(2) of the Code) at the time of the
                                  determination of the person's status are
                                  specifically excluded. Eligibility status at
                                  the time of a determination of a person's
                                  employment status shall not be changed as a
                                  result of the retroactive re-classification of
                                  the person's employment status. Therefore,
                                  notwithstanding anything else herein to the
                                  contrary, any person treated as a contingent
                                  worker on the payroll and personnel records of
                                  the Employer at the time the determination is
                                  made shall in no event be retroactively
                                  eligible for participation in the plan during
                                  the period covered by such determination.

   "Employer"                     Employers may include the Company and each
                                  subsidiary which adopts the Plan for the
                                  benefit of its Eligible Employees with the
                                  approval of the Board. As of August 1, 2000,
                                  the following will be Employers:
                                  o     U.S. Philips Corporation
                                  o     Philips Holding USA Inc.
                                  o     Philips Electronics North America
                                        Corporation
                                  o     Philips Semiconductors Inc.

   "Excluded Employee"            A Level 1, 2 or 3 executive of any Employer.

   "Exercise Date"                Last Trading Date of the applicable
                                  Participation Period.

   "Exercise Price"               Lesser of:
                                  o     85 percent of the Closing Price on the
                                        first Trading Date of the applicable
                                        Participation Period; or
                                  o     85 percent of the Closing Price on the
                                        Exercise Date of the applicable
                                        Participation Period.

   "Full-time Employee"           Any employee scheduled to work at least 1,000
                                  hours per calendar year.

   "NYSE"                         New York Stock Exchange

                                    -2-


<PAGE>



- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

   "Participant"                  An Eligible Employee who has enrolled in
                                  the Plan pursuant to procedures set out in
                                  the Plan.

   "Participation Period"         Each three-month period beginning
                                  each January 1, April 1, July 1 and October
                                  1, with the exception of the first
                                  Participation Period which will consist of
                                  the two-month period beginning August 1,
                                  2000.

   "Retirement"                   Termination of employment on or after the
                                  first day of the month in which Participant
                                  commences a retirement benefit.

   "Trading Date"                 Each date on which stocks in the United States
                                  are traded on the NYSE.

   "Share Purchase Right"         Right to apply the cash
                                  balance in each Eligible Employee's
                                  Contribution Account to the purchase of
                                  Common Shares in accordance with the terms
                                  of the Plan.

PARTICIPATION

   Eligibility                    Each Eligible Employee may become a
                                  Participant on the first day of the month
                                  following 30 days of full-time employment,
                                  except that Eligible Employees covered by a
                                  collective bargaining agreement (Union
                                  Employees) will be eligible upon acceptance
                                  of the plan offering by their respective
                                  union leadership.

   Enrollment                     Subject to the other terms and conditions
                                  of the Plan, each Eligible Employee may
                                  enroll as a Participant upon attaining
                                  eligibility.
                                  o     As part of enrollment, each Eligible
                                        Employee shall authorize payroll
                                        deduction from Earnings.
                                  o     Enrollment and payroll deduction shall
                                        remain in effect for subsequent
                                        Participation Periods, unless changed by
                                        the Eligible Employee or otherwise
                                        limited under the terms of the Plan.
                                  o     Payroll deduction percent changes may be
                                        made at any time during the
                                        Participation Period. See TERMINATION OF
                                        PARTICIPATION section below for further
                                        information on a voluntary
                                        discontinuance of deductions.

   Re-hire                        A person who returns to active employment
                                  with an Employer as an Eligible Employee
                                  following termination of employment,
                                  retirement or Disability may re-enroll in
                                  the Plan on the first day of the month
                                  following 30 days of full-time employment.
                                  An Eligible Employee who has voluntarily
                                  discontinued payroll deductions may
                                  re-enroll in the Plan at any time.

TERMINATION OF PARTICIPATION

                                       -3-


<PAGE>



- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

   Voluntary                      Participants may discontinue payroll
   Discontinuance                 deductions for a Participation Period by
                                  requesting a change to zero payroll
                                  deductions. Following such discontinuance, the
                                  Participant may sell the Common Shares held in
                                  the Contribution Account. Any balance in the
                                  Participant's Contribution Account at the end
                                  of the Participation Period shall be used to
                                  purchase Common Shares on the Exercise Date
                                  for the Participation Period in which the
                                  voluntary discontinuance occurs. Following
                                  such discontinuance, the Participant may sell
                                  the Common Shares held in the Contribution
                                  Account.

   Employment Termination         Except for Retirement, death, Disability or
                                  layoff, a Participant who terminates
                                  employment with the Company and its Affiliates
                                  during a Participation Period will be deemed
                                  to have discontinued Plan participation on the
                                  first day of such Participation Period. Any
                                  balance in the Participant's Contribution
                                  Account at the time that the employment
                                  termination is effective shall be refunded
                                  without interest to the Participant by the
                                  15th day of the month following the month of
                                  termination.

   Retirement                     Payroll deductions cease at Retirement. The
                                  balance credited to the Participant's
                                  Contribution Account shall be used to
                                  purchase Common Shares on the Exercise Date
                                  of the Participation Period in which
                                  Retirement occurs.

   Death                          If the Participant dies during the
                                  Participation Period, the balance credited
                                  to the Participant's Contribution Account
                                  shall be used to purchase Common Shares on
                                  the Exercise Date of the Participation
                                  Period in which the Participant died. The
                                  Common Shares shall be paid to the
                                  Participant's estate within 30 days
                                  following the Exercise Date.

   Disability                     Payroll deductions cease at Disability. The
                                  balance credited to the Participant's
                                  Contribution Account shall be used to
                                  purchase Common Shares on the Exercise Date
                                  for the Participation Period in which
                                  Disability occurs.

   Unpaid Leave of Absence        Payroll deductions cease
                                  when the Participant begins an unpaid leave
                                  of absence. The balance credited to the
                                  Participant's Contribution Account shall be
                                  used to purchase Common Shares on the
                                  Exercise Date for the Participation Period
                                  in which the unpaid leave of absence
                                  begins.

                                       -4-


<PAGE>


- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

   Transfer to                    Payroll deductions cease when the Participant
   Nonparticipating Affiliate     transfers from an Employer to a
                                  nonparticipating Affiliate. The balance
                                  credited to the Participant's Contribution
                                  Account at the time of such transfer shall be
                                  used to purchase Common Shares on the Exercise
                                  Date for the Participation Period in which the
                                  transfer occurs.

   Sale of Shares                 A participant may sell any shares in the Plan
                                  at any time without restriction with the
                                  following limitation on future participation:
                                  If a Participant sells Common Shares, or
                                  transfers Common Shares to an account outside
                                  the Plan, within 12 months after the Exercise
                                  Date on which the Common Shares were acquired
                                  by the Contribution Account under this Plan,
                                  the Participant shall be suspended from making
                                  further payroll deductions for the subsequent
                                  two full Participation Periods after the sale
                                  or transfer is completed. Such suspension
                                  shall not apply to a sale or transfer of
                                  Common Shares purchased with dividends, which
                                  may be sold or transferred at any time without
                                  restrictions. To begin making payroll
                                  deductions after the expiration of the
                                  suspension period, the Participant must
                                  re-enroll in accordance with procedures
                                  established by the Committee.

AVAILABLE SHARES

   Authorized Shares              Initially, 1,000,000 Common Shares
                                  shall be available for purchase under the
                                  Plan. Such shares will be authorized and
                                  issued Common Shares held in the Company's
                                  treasury or acquired by the Company for the
                                  purposes of the Plan.

                                  If the total number of Common Shares to be
                                  purchased on an Exercise Date exceeds the
                                  maximum number of shares available for the
                                  Participation Period, the balance credited
                                  to the Participant's Contribution Account
                                  shall be refunded without interest to the
                                  Participant by the 30th of the month
                                  following the end of the Participation
                                  Period in which the shortfall occurs.

   Changes in Capitalization      Common Shares available under the Plan and the
                                  Exercise Price may be adjusted by the Board to
                                  reflect any increase or decrease in the number
                                  of issued Common Shares resulting from any
                                  subdivision or consolidation of shares, the
                                  payment of any stock dividend, or other
                                  increases or decreases in the number of
                                  outstanding Common Shares effected without the
                                  receipt of consideration. Adjustments shall be
                                  made in the sole discretion of the Board,
                                  whose decision shall be final and binding.



                                       -5-

<PAGE>


- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

   Dissolution, Merger, and       Upon dissolution or liquidation of the Company
   Consolidation                  or upon a merger or consolidation of the
                                  Company or a subsidiary or division of the
                                  Company in which the Company or the relevant
                                  subsidiary or division is not the surviving
                                  corporation, each Participant who holds Share
                                  Purchase Rights under the Plan shall be
                                  entitled to receive at the next Exercise Date
                                  the same cash, securities, and/or property
                                  which a holder of Common Shares was entitled
                                  to upon and at the time of such transaction.
                                  The Board shall take whatever action is deemed
                                  reasonably necessary to assure that
                                  Participants receive the benefits described
                                  here.

PURCHASING SHARES

   Accounts                       Payroll deductions authorized by the
                                  Participant shall be credited to the
                                  Participant's Contribution Account, without
                                  interest. The Contribution Account will be
                                  maintained by the Plan's outside
                                  administrator. Amounts credited to the
                                  Participant's Contribution Account as of an
                                  Exercise Date shall be used to purchase Common
                                  Shares for the Participant on the Exercise
                                  Date at the Exercise Price. Any dividends will
                                  be reinvested annually (after withholding of
                                  applicable Dutch tax) into the Participant's
                                  Contribution Account and the net amount (after
                                  withholding tax) used to purchase additional
                                  Common Shares at the prevailing market price.
                                  Dividends are first declared in euros, but
                                  will be paid to participants in U.S. dollars
                                  converted at the rate of exchange on the
                                  Amsterdam Stock Exchange at the close of
                                  business on a date announced by the Company
                                  (which is typically the day preceding the
                                  Annual General Meeting of the Company's
                                  Shareholders).

   Contributions                  Any whole percentage between 1 percent and
                                  10 percent of Earnings. No Eligible
                                  Employee shall be permitted to contribute
                                  more than a total of $20,000 to his
                                  Contribution Account for all Participation
                                  Periods during the calendar year. The
                                  Committee will establish procedures for
                                  making changes in the level of payroll
                                  deductions.

   Share Certificates             As soon as reasonably practicable following
                                  each Exercise Date, Common Shares purchased
                                  under this Plan shall be credited to an
                                  account in the Participant's name with the
                                  Plan's outside administrator designated by the
                                  Committee. Physical delivery of stock
                                  certificates to the Participant is not
                                  required, but is permitted upon payment of a
                                  fee, which is subject to change.



                                       -6-


<PAGE>


- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

AMENDMENT AND TERMINATION

   Amendment                      The Company, the Board, or the Committee may
                                  amend the Plan. However, no amendment may:
                                  o     Increase the aggregate number of Common
                                        Shares which may be issued under the
                                        Plan without approval from the Board; or
                                  o     Add new Employers without the approval
                                        of the Board or delete participation by
                                        an Employer without the approval of
                                        either the Board or the affected
                                        Employer.

   Termination                    The Company, the Board, or the Committee may
                                  suspend or terminate the Plan at any time. If
                                  the Plan is suspended or terminated, the
                                  Committee shall give notice to affected
                                  Participants, terminate all payroll deduction
                                  and, at its discretion, apply any balances
                                  remaining in the Contribution Accounts to the
                                  purchase of Common Shares or pay Participants
                                  any balances (without interest) remaining in
                                  their Contribution Accounts as soon as
                                  practicable following the termination of the
                                  Plan.





                                       -7-


<PAGE>



- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

GENERAL PROVISIONS

   Administration                 The Committee shall be responsible for the
                                  administration of the Plan. The Committee
                                  shall have full authority to administer the
                                  Plan (except the power to designate an
                                  Affiliate as an Employer) including
                                  authority to:
                                  o     Establish rules and procedures for Plan
                                        administration not inconsistent with the
                                        terms of the Plan document;
                                  o     Interpret terms and provisions of the
                                        Plan;
                                  o     Determine all questions arising under
                                        the Plan, including correction of any
                                        defect, omission or inconsistency of the
                                        Plan;
                                  o     Amend or terminate the Plan, including
                                        amending the Plan to reflect changes in
                                        applicable law; and
                                  o     Delegate administrative responsibilities
                                        under the Plan, including the
                                        responsibility to keep records of
                                        individual benefits, but not its power
                                        to amend or terminate the Plan.

   Rights not Transferable        Participants may not transfer Share Purchase
                                  Rights granted under the Plan, except by will
                                  or by the laws of descent and distribution. No
                                  Share Purchase Right shall be subject to
                                  execution, attachment, or similar process. Any
                                  attempt to assign, transfer, attach, or
                                  otherwise dispose of any Share Purchase Right
                                  shall be null and void and may be treated, at
                                  the discretion of the committee, as notice of
                                  Voluntary Discontinuance. Share Purchase
                                  Rights may be exercised only by the
                                  Participant or by the Participant's legal
                                  representative during the Participant's
                                  lifetime.

   Shareholder Rights             Participants do not have any rights
                                  of shareholders with respect to Common
                                  Shares issuable pursuant to the Share
                                  Purchase Rights granted under the Plan
                                  until a certificate is issued to the
                                  Participant or the transfer agent for the
                                  Common Shares reflects the Participant's
                                  ownership in its ledger or other
                                  appropriate record of stock ownership.

   No Contract of                 Nothing in the Plan shall be deemed to give
   Employment                     any Eligible Employee the right to be retained
                                  in the service of the Company or any Employer,
                                  or to interfere in any way with the right of
                                  the Company or any Employer or to discharge or
                                  retire any Eligible Employee at any time.

   Tax Withholding                Taxable income attributable to
                                  the discount and appreciation will be
                                  subject to income tax, FICA and other
                                  applicable withholding and such amounts
                                  will be deducted from the Participant's
                                  next available paycheck following the
                                  purchase of Common Shares. Alternative
                                  withholding arrangements may be made in
                                  unusual circumstances.

   Application of Funds           Proceeds received by the Company from the sale
                                  of Common Shares will be available and used
                                  for general corporate purposes.

                                       -8-


<PAGE>



- --------------------------------------------------------------------------------
PLAN ITEM                         SPECIFICATIONS
- --------------------------------------------------------------------------------

   Applicable Law                 The obligation to sell and deliver Common
                                  Shares shall be subject to all applicable
                                  laws, regulations, rules and approvals,
                                  including, but not limited to, effectiveness
                                  of a registration statement under the
                                  Securities Act of 1933, if deemed necessary or
                                  appropriate by the Company. Certificates of
                                  Common Shares issued hereunder may be
                                  legended, as the Company deems appropriate.

                                  Questions relating to the validity,
                                  construction, and administration of the
                                  Plan shall be determined under the laws of
                                  the State of New York.

   Severability                   If a provision of the Plan is deemed
                                  illegal or invalid, the illegality or
                                  invalidity shall not affect the remaining
                                  parts of the Plan. The Plan shall be
                                  construed and enforced as if the illegal or
                                  invalid provision had not been included in
                                  the Plan.

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




                                       -9-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF KPMG ACCOUNTANTS N.V.
<TEXT>



                                                                    Exhibit 23.1

                       CONSENT OF THE INDEPENDENT AUDITORS

To the Supervisory Board and Board of Management of Koninklijke Philips
Electronics N.V.

We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 15, 2000, relating to the consolidated
balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of
December 31, 1999 and 1998, and the consolidated statements of income, cash
flows and stockholders' equity for each of the years in the three-year period
ended December 31, 1999, included in the December 31, 1999 annual report on Form
20-F of Koninklijke Philips Electronics N.V.

Eindhoven, The Netherlands
June 13, 2000.

                                      /s/  KPMG Accountants N.V.
                                           KPMG Accountants N.V.



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