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<SEC-DOCUMENT>0000950123-04-011556.txt : 20040929
<SEC-HEADER>0000950123-04-011556.hdr.sgml : 20040929
<ACCEPTANCE-DATETIME>20040929171001
ACCESSION NUMBER:		0000950123-04-011556
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20040929
DATE AS OF CHANGE:		20040929
EFFECTIVENESS DATE:		20040929

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-119375
		FILM NUMBER:		041053420

	BUSINESS ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC
		BUSINESS PHONE:		31 20 59 77777

	MAIL ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS NV
		DATE OF NAME CHANGE:	19910903
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>y02969sv8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>

 AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2004
                                                      REGISTRATION NO. 333-_____
================================================================================
                                  UNITED STATES
                       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)

        BREITNER TOWER, AMSTELPLEIN 2, AMSTERDAM 1070MX, THE NETHERLANDS
                    (Address of Principal Executive Offices)

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN
 KONINKLIJKE PHILIPS ELECTRONICS N.V. LONG-TERM INCENTIVE PLAN 2004 (CONSISTING
                OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2004 AND
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004)
                            (Full Title of the Plan)

                                WILCO GROENHUYSEN
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0500
            (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:
                               ANDREW D. SOUSSLOFF
                             SULLIVAN & CROMWELL LLP
                 125 BROAD STREET, NEW YORK, NEW YORK 10004-2498
                                 (212) 558-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           PROPOSED
                                                           MAXIMUM         PROPOSED MAXIMUM    AMOUNT OF
  TITLE OF EACH CLASS OF               AMOUNT TO BE     OFFERING PRICE        AGGREGATE      REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED (2)    PER SHARE (3)    OFFERING PRICE (3)     FEE
- ---------------------------            --------------   --------------    ------------------ ------------
<S>                                    <C>              <C>               <C>                <C>
Common Shares of Koninklijke Philips   11,000,000          $22.98          $252,780,000      $32,027.23
Electronics N.V., par value 0.20
Euro per share (1)
</TABLE>

<PAGE>
(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 Koninklijke Philips
      Electronics Nonqualified Stock Purchase Plan. Pursuant to Rule 457(h)(2)
      no fee is payable with respect to the registration of these interests.

(2)   1,000,000 of the shares are registered to be offered or sold pursuant to
      the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan,
      and 10,000,000 of the shares are registered to be offered or sold pursuant
      to the Koninklijke Philips Electronics N.V. Long-Term Incentive Plan 2004.

(3)   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 September 27, 2004.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

      This registration statement on Form S-8 registers common shares, par value
0.20 euro per share of Royal Philips Electronics, which may be issued in
connection with the plans set forth on the facing page of this registration
statement. In addition, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Koninklijke Philips
Electronics N.V. Nonqualified Stock Purchase Plan. After giving effect to this
filing, an aggregate of 6,609,460 shares of the registrant's common stock have
been registered for issuance pursuant to the Koninklijke Philips Electronics
N.V. Nonqualified Stock Purchase Plan.

      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 plans 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.

<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,
2003 (File No. 001-05146-01) filed with the Commission on February 23, 2004, as
amended by amendment No. 1 on Form 20-F/A, filed with the Commission on June 30,
2004;

      (b) The Annual Report on Form 11-K of the Koninklijke Philips Electronics
N.V. Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the
Commission on October 29, 2003; and

      (c) The description of our common shares, par value 0.20 euro per share,
contained in the registration statement on Form S-8 (File No. 333-39204) filed
with the Commission on June 13, 2000.

      In addition, to the extent designated therein, certain reports on Form 6-K
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 shall be deemed to be
incorporated by reference into this registration statement and to be part of
this registration statement from the date of filing of such reports.

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

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

<PAGE>

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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

Exhibit No.    Description

4.1            Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
               Plan (incorporated herein by reference to Exhibit 4.1 to Royal
               Philips Electronics, N.V.'s registration statement on Form S-8
               (File No. 333-39204), as filed with the Commission on June 13,
               2000)

4.2            Global Philips Stock Option Program 2004 (part of Koninklijke
               Philips Electronics N.V. Long-Term Incentive Plan 2004)

4.3            Global Philips Restricted Share Rights Program 2004 (part of
               Koninklijke Philips Electronics N.V. Long-Term Incentive Plan
               2004)

23.1           Consent of KPMG Accountants N.V.

23.2           Consents of Amyot Exco Grant Thornton and Deloitte Touche
               Tohmatsu

23.3           Consent of KPMG

24             Power of attorney (included on signature page).

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

<PAGE>

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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.

<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 September 28, 2004.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.

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

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Wilco Groenhuysen 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 September 28, 2004.

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

/s/ G. J. Kleisterlee                  President/CEO, Chairman of the Board of
- -------------------------------        Management
G. J. Kleisterlee

                                       Vice-Chairman of the Board of Management
/s/ J. H. M. Hommen                    and Chief Financial Officer
- -------------------------------
J. H. M. Hommen

                                       Executive Vice-President, Member of the
/s/ G. H.Dutine                        Board of Management
- -------------------------------
G. H. Dutine

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

                                     II-1
<PAGE>

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

/s/ L. C. van Wachem                   Chairman of the Supervisory Board
- --------------------
L. C. van Wachem
                                       Vice-Chairman and Secretary of the
                                       Supervisory Board
- -------------------------------
W. de Kleuver

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

                                       Member of the Supervisory Board
- -------------------------------
Sir Richard Greenbury

                                       Member of the Supervisory Board
- -------------------------------
J-M. Hessels

                                       Member of the Supervisory Board
- -------------------------------
K. A. L. M. van Miert

                                       Member of the Supervisory Board
- -------------------------------
J. M. Thompson

                                       Member of the Supervisory Board
/s/ C. J. A. Van Lede
- -------------------------------
C. J. A. Van Lede

                                       Member of the Supervisory Board
- -------------------------------
E. Kist

                                       Duly authorized representative in the
                                       United States
/s/ Wilco Groenhuysen
- -------------------------------
Wilco Groenhuysen

                                     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 trustees (or
other persons who administer the employee benefit plan) have 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 September 28,
2004.

                               KONINKLIJKE PHILIPS ELECTRONICS N.V.
                               NONQUALIFIED STOCK PURCHASE PLAN

                               By:/s/ Don Welsko
                                  -------------------------
                               Name: Don Welsko
                               Title: Chairman, Stock Purchase Plan Committee

                                     II-3
<PAGE>

                                INDEX TO EXHIBITS

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

4.1           Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
              Plan (incorporated herein by reference to Exhibit 4.1. to Royal
              Philips Electronics' registration statement on Form S-8 (File No.
              333-39204), as filed with the Commission on June 13, 2000)

4.2           Global Philips Stock Option Program 2004 (part of Koninklijke
              Philips Electronics N.V. Long-Term Incentive Plan 2004)

4.3           Global Philips Restricted Share Rights Program 2004 (part of
              Koninklijke Philips Electronics N.V. Long-Term Incentive Plan
              2004)

23.1          Consent of KPMG Accountants N.V.

23.2          Consents of Deloitte Touche Tohmatsu and Amyot Exco Thornton

23.3          Consent of KPMG

24            Power of attorney (included on signature page).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>y02969exv4w2.txt
<DESCRIPTION>STOCK OPTION PROGRAM
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2

                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2004

                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2004

         -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005-

                                 MARCH 30, 2004

<PAGE>

                              TERMS AND CONDITIONS
                                       OF
                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2004
         -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005-

                                    ARTICLE 1
                                   DEFINITIONS

In this Global Philips Stock Option Program 2004 the following definitions shall
apply:

1. Closing Price:                   the price of a Share with dividend, if any,
                                    at the closing of the Official Segment of
                                    Euronext Amsterdam N.V.'s stock market
                                    ("Euronext Amsterdam") as published in the
                                    Official Price List of this stock exchange.

2. Custody Account:                 a custody account maintained in the name of
                                    an Option Holder other than a Nominee
                                    Account.

3. Date of Grant:                   the date at which the Options shall be
                                    deemed granted to the Option Holder under
                                    the Program shall be as follows:

<TABLE>
<CAPTION>
                  APRIL 2004      JULY 2004       OCTOBER 2004        FEBRUARY
                    GRANT           GRANT            GRANT           2005 GRANT
                    -----           -----            -----           ----------
<S>             <C>             <C>              <C>              <C>
Date of Grant   April 13, 2004  July 13, 2004   October 12, 2004  February 09, 2005
</TABLE>

4. Employing Company:               any company within the Philips group of
                                    companies and such other company as Philips
                                    may from time to time designate or approve.

5. Grant Price:                     the price to be paid by the Option Holder to
                                    acquire a Share upon exercising an Option.
                                    Such price will be equal to the Closing
                                    Price on the applicable Date of Grant.

6. Nominee Account:                 a custody account maintained in the name of
                                    an Option Holder established by an
                                    administrator designated by Philips.

7. Option:                          a right granted by Philips under the Program
                                    to acquire one Share subject to the terms
                                    and conditions thereof.

8. Option Holder:                   a person holding any Options.

9. Option Period:                   the term for which an Option is granted as
                                    specified in Article 3 (subject to any
                                    extension as set forth in Article 4.3).

10. Philips:                        Koninklijke Philips Electronics N.V.

11. Program:                        this Global Philips Stock Option Program
                                    2004.

12. Share:                          a common share of Philips.

<PAGE>

                                    ARTICLE 2
                             ACQUISITION OF OPTIONS

Options may be granted to an eligible individual as per the applicable Date of
Grant, subject to the (acceptance by such individual of the) terms and
conditions of this Program and any other Philips' policies or guidelines that
may apply to you. Any Options offered to any such individual and the terms and
conditions governing such Options shall be deemed accepted by such individual
with effect from the applicable Date of Grant in case Philips has not received,
in accordance with a procedure established by Philips, a notice of rejection of
such Options within fourteen (14) days of the notice of grant of the Options or
such later date as may be determined by Philips.

                                    ARTICLE 3
                   RESTRICTIONS ON EXERCISE AND OPTION PERIOD

1.    Options shall not be exercisable before the third anniversary of the Date
      of Grant. Unvested or lapsed Options cannot be exercised.

2.    The Option Period is in principle ten (10) years commencing on the Date of
      Grant, subject to this paragraph 2 and to Article 4. Upon request of an
      Option Holder exercising Options pursuant to Article 6, the Option Period
      for the Options being exercised will be limited to the period from the
      Date of Grant up to, and including, the date Philips receives the above
      request in accordance with a procedure established by Philips, provided
      that the Option Period is at least three years.

3.    Options may in principle only be exercised (subject to a minimum of ten
      (10) units) at the last day of the prevailing Option Period, subject to
      this Article 3 and Article 4.

4.    Subject to this Article 3 and Article 4, Members of the Group Management
      Committee of Philips, the Head of Corporate Control and the Head of
      Corporate Treasury, may only exercise Options during the period which
      commences on the date of publication of Philips' annual or quarterly
      results and ends ten business days thereafter.

                                    ARTICLE 4
                            TERMINATION OF EMPLOYMENT

1.    Except as provided in Article 4.2, 4.3 and 4.4 hereof, in case an Option
      Holder is no longer employed by any Employing Company as a result of the
      termination of such Option Holder's employment with an Employing Company
      for any reason whatsoever during the applicable Option Period, any Options
      held by such Option Holder at the date of such termination shall be
      forfeited effective as of the date of termination of such Option Holder's
      employment with the Employing Company without the Option Holder being
      entitled to any compensation or any obligation on the part of Philips or
      any of its subsidiaries unless Philips determines, in its sole discretion,
      otherwise in writing. Any such determination shall be final, conclusive
      and binding and may be subject to such conditions as Philips may determine
      appropriate.

2.    In case an Option Holder is no longer employed by any Employing Company
      during the applicable Option Period as a result of the termination of such
      Option Holder's employment with an Employing Company for reasons of (i)
      disablement, (ii) retirement or (iii) the expiration of a temporary
      contract of employment, provided such temporary contract of employment has
      not been extended one or more times, any Options held by such Option
      Holder at the date of termination shall remain exercisable in accordance
      with Article 3, provided that in such case the Option Period will expire
      upon the earlier of (a) ten (10) years from the Date of Grant or (b) five
      (5) years from the date of such termination. For the purpose of this
      Program, an Option Holder's employment shall be deemed terminated as a
      result of "retirement" if such Option Holder's employment is terminated
      and such an Option Holder

                                       2
<PAGE>

      satisfies at the date of such termination the eligibility requirements to
      receive an immediate (early) retirement benefit under an (early)
      retirement plan of an Employing Company under which such an Option Holder
      was covered, provided (ii) payment of such (early) retirement benefit
      commences immediately following such termination, and provided further
      (ii) that if such Option Holder is covered by an US retirement plan, such
      Option Holder must have at least five years of service with an US
      Employing Company and have attained the age of fifty-five (55) years.

3.    In case an Option Holder is no longer employed by any Employing Company
      during the applicable Option Period as a result of the termination of such
      Option Holder's employment with an Employing Company for reasons of (i)
      death or (ii) legal incapacity of the Option Holder, the Options shall
      remain exercisable during the Option Period in accordance with Article 3,
      provided that in such case the Option Period will expire upon the earlier
      of (a) ten (10) years from the Date of Grant or (b) five (5) years from
      the date of such termination. In the event that the remaining Option
      Period as from the date of termination shall be less than twelve (12)
      months, then such Options shall be exercisable for a period of twelve (12)
      months as of the date of such termination and the Option Period shall be
      deemed extended accordingly and provided further that the Options shall
      only be exercisable in the manner as set forth in Article 9.

4.    In case an Option Holder is no longer employed by any Employing Company
      during the applicable Option Period as a result of the sale or other
      divestment of a business, subsidiary, division or other business unit of
      Philips or any part thereof ("Divested Business"), any Options held by
      such Option Holder at the date of such termination shall remain
      exercisable in accordance with the terms and conditions of this Program,
      provided that the Option Period will expire upon the earlier of (a) ten
      (10) years as from the Date of Grant or (b) five (5) years as from the
      date of such termination, and provided further that such Options will be
      forfeited as of the date of termination of the Option Holder's employment
      with the company which acquired the Divested Business from Philips or any
      of its subsidiaries, without the Option Holder being entitled to any
      compensation or any obligation on the part of Philips or its subsidiaries
      or the transferee or its subsidiaries.

                                    ARTICLE 5
                               NON-TRANSFERABILITY

The Options are strictly personal, and may not be assigned, transferred (except
that, in case of death of the Option Holder during the Option Period, any
Options held by the Option Holder at the date of his death shall pass to his
heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed
of in any manner. The Option Holder may not engage in any transactions on any
exchange on the basis of any Options. Any violation of the terms of this Article
5 will cause the Options to become immediately null and void without further
notice and without the Option Holder being entitled to any compensation.

                                    ARTICLE 6
                               EXERCISE OF OPTIONS

1.    In order to exercise Options, which are exercisable in accordance with
      this Program, the Option Holder must notify Philips in accordance with a
      procedure determined by Philips. The notice shall state:

      a.    the Date of Grant of the Options he wishes to exercise;

      b.    if applicable, the confirmation that the Option Holder wants to
            limit the Option Period pursuant to Article 3, paragraph 2;

      c.    the number of Options to be exercised; and

      d.    whether Shares to be obtained upon such exercise:

                                       3
<PAGE>

            -     be sold, on behalf of the Option Holder, as soon as possible
                  and the revenue deducted by the Grant Price, multiplied by the
                  number of Options so being exercised, and further costs, be
                  paid to the Option Holder in accordance with a procedure
                  determined by Philips; or

            -     be delivered to the Option Holder as provided for in the
                  paragraphs 3, 4 and 5 below.

            Such notice shall be accompanied by the payment in full of the Grant
            Price, multiplied by the number of Options so being exercised. Such
            payment shall be made: (a) in cash, (b) through simultaneous sale
            through a broker of Shares acquired on exercise, subject to it being
            permitted under the applicable regulations, (c) through additional
            methods prescribed by Philips or (d) by a combination of any such
            method.

2.    Philips may require an Option Holder to maintain a Nominee Account in
      connection with this Program. Nothing contained in this Program shall
      obligate Philips to establish or maintain or cause to establish or
      maintain a Nominee Account for any Option Holder.

3.    Subject to the terms and conditions of this Program, Philips will deliver
      a Share to an Option Holder on or as soon as reasonably practicable after
      the exercise of an Option. In no event shall Philips have any obligation
      to deliver any Shares to an Option Holder prior to the exercise of any
      Options.

4.    Any Shares to be delivered pursuant to Article 6.1 will be credited to the
      Nominee Account except if an Option Holder (i) requests Philips to credit
      such Shares to a Custody Account or (ii) does not maintain a Nominee
      Account at the date of delivery of such Shares. In case (i) or (ii) as
      described in the foregoing sentence applies, the Option Holder shall be
      responsible to notify Philips in accordance with a procedure (including
      the period for notification) established by Philips on the details
      relating to such Custody Account. In case Philips determines in its sole
      discretion that the Option Holder has failed to notify Philips in
      accordance with such procedure, then the Option Holder shall be deemed to
      have requested Philips to sell or cause to sell such Shares.

5.    Except as may be approved otherwise in writing by Philips in its sole
      discretion, in case an Option Holder is no longer employed by any
      Employing Company for any reason whatsoever, the Option Holder (or his or
      her legal representatives) shall withdraw all Shares credited to the
      Option Holder's Nominee Account within two (2) months of the date of such
      termination. In case the Option Holder (or his or her legal
      representatives, as the case may be) fails to comply with the foregoing
      obligation, then the Option Holder (or his or her legal representatives)
      shall be deemed to have requested Philips to sell or cause to sell such
      Shares.

6.    Each Option Holder shall comply with any applicable "insider trading" laws
      and regulations and the Philips' Rules of Conduct with respect to Inside
      Information..

                                    ARTICLE 7
                                CAPITAL DILUTION

Philips may make equitable adjustment or substitution of (a) the number or kind
of Shares subject to the Options, and/or (b) the Grant Price, as it, in its sole
discretion, deems equitable to reflect any significant corporate event of or by
Philips, for example a change in the outstanding Shares by reason of any stock
dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any distribution
to holders of Shares other than regular cash dividends.

The effect of the adjustment or substitution shall be to preserve both the
aggregate difference and the aggregate ratio between the Grant Price and the
fair market value of the Shares to be acquired upon

                                       4
<PAGE>

exercise of the Options. The Option Holder shall be notified promptly of such
adjustment or substitution.

                                    ARTICLE 8
                                 COSTS AND TAXES

1.    All costs of delivering any Shares to the Option Holder's Nominee Account
      upon exercise of any Options shall be borne by Philips. All costs of
      delivering any Shares under this Program to a Option Holder's Custody
      Account and any other costs connected with the Shares shall be borne by
      the Option Holder.

2.    Any and all taxes, duties, levies, charges or social security
      contributions ("Taxes") which arise under any applicable national, state,
      local or supra-national laws, rules or regulations, whether already
      effective on the Date of Grant or becoming effective thereafter, and any
      changes or modifications therein and termination thereof which may result
      for the Option Holder in connection with this Program (including, but not
      limited to, the grant, the ownership and/or the exercise of the Options,
      and/or the delivery, ownership and/or the sale of any Shares acquired
      under this Program) shall be for the sole risk and account of the Option
      Holder.

3.    Philips and its subsidiaries shall have the right to deduct or cause to be
      deducted from any salary payment or other sums due by Philips or any of
      its subsidiaries to an Option Holder, or requiring the Option Holder or
      beneficiary of the Option Holder, to pay to Philips an amount necessary to
      settle any Taxes determined by Philips necessary to be withheld in
      connection with this Program (including, but not limited to, the grant of
      the Options or the delivery of any Shares under this Program).

4.    Philips shall not be required to deliver any Shares and Philips may delay
      (or cause to be delayed) the transfer of any Shares from a Nominee Account
      to a Custody Account, until Philips has received an amount, or the Option
      Holder has made such arrangements, required by Philips necessary to
      satisfy any withholding of any Taxes and any costs to be borne by the
      Option Holder in connection with this Program as determined by Philips.

                                    ARTICLE 9
                                CASH ALTERNATIVE

Upon receipt of a notice, as referred to in Article 6.1 hereof to exercise any
Option, Philips may advise an Option Holder resident outside the Netherlands to
request in writing an amount in cash as an alternative to Shares. Upon such
request the Option Holder is entitled to receive an amount in Euro or in U.S.
Dollars, as indicated by the Option Holder, equal to the Closing Price on the
date of receipt of such request minus the Grant Price, multiplied by the number
of Options so being exercised. Further, any costs to be paid and any applicable
Taxes shall be deducted from the amount to be received by the Option Holder. If
on the date of receipt of the notice Shares have not been traded on of Euronext
Amsterdam the Closing Price will be that of the first subsequent trading day on
of Euronext Amsterdam. The same method is being used for calculating the cash
amount to which heirs and legatees of an Option Holder are entitled in
accordance with Article 4.3.

                                   ARTICLE 10
                               GENERAL PROVISIONS

1.    Philips shall have the authority to interpret this Program, to establish,
      amend, and rescind any rules and regulations relating to this Program, to
      determine the terms and conditions of any agreements entered into
      hereunder, and to make all other determinations necessary or advisable for
      the administration of this Program. Philips may delegate the authority to

                                       5
<PAGE>

      practice administrative and operational functions with respect to the
      Program to officers or employees of subsidiaries of Philips and to service
      providers.

2.    No Option Holder shall have any rights or privileges of shareholders
      (including the right to receive dividends and to vote) with respect to
      Shares to be delivered pursuant to the exercise of any Options until such
      Shares are actually delivered to such Option Holder in accordance with
      Article 6 of this Program. The Shares delivered shall carry the same
      rights as common shares of Philips traded on Euronext Amsterdam or the New
      York Stock Exchange, as applicable, on the day on which these Shares are
      delivered.

3.    The (value of) Options granted to, or Shares acquired by, an Option Holder
      pursuant to such Options under this Program shall not be considered as
      compensation in determining an Option Holder's benefits under any benefit
      plan of an Employing Company, including but not limited to, group life
      insurance, long-term disability, family survivors, or any retirement,
      pension or savings plan.

4.    Nothing contained in this Program or in any grant made or Agreement
      entered into pursuant hereto shall confer upon any Option Holder any right
      to be retained employed with any Employing Company, or to be entitled to
      any remuneration or benefits not set forth in this Program or interfere
      with or limit in any way with the right of any Employing Company or any of
      its subsidiaries to terminate such Option Holder's employment or to
      discharge or retire a Option Holder at any time.

5.    If a provision of this Program is deemed illegal or invalid, the
      illegality or invalidity shall not affect the remaining parts of this
      Program, this Program shall be construed as if the illegal or invalid
      provisions had not been included in this Program.

6.    Where the context requires, words in either gender shall include also the
      other gender.

7.    This Program shall be governed by and construed in accordance with the
      laws of The Netherlands, without regard to its principles of conflict of
      laws.

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>y02969exv4w3.txt
<DESCRIPTION>RESTRICTED SHARE RIGHTS PROGRAM
<TEXT>
<PAGE>

                                                                     Exhibit 4.3

               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004

               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004

         -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005-

                                 MARCH 30, 2004

<PAGE>

                              TERMS AND CONDITIONS
                                       OF
               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004
         -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004 AND FEBRUARY 2005-

                                    ARTICLE 1
                                   DEFINITIONS

In this Global Philips Restricted Share Program 2004 the following definitions
shall apply:

1. Custody Account:                 a custody account maintained in the name of
                                    a Participant other than a Nominee Account.

2. Date of Grant:                   the date at which a Restricted Share Right
                                    is granted pursuant to this Program.

3. Delivery Date:                   the Delivery Dates shall be as follows:

<TABLE>
<CAPTION>
                                              DELIVERY DATE      DELIVERY DATE
                       DELIVERY DATE           2 YEAR TERM        3 YEAR TERM
                   1 YEAR TERM RESTRICTED      RESTRICTED        RESTRICTED S
 DATE OF GRANT          SHARE RIGHTS          SHARE RIGHTS        HARE RIGHTS
 -------------     ----------------------     -------------      -------------
<S>                <C>                      <C>                <C>
April 13, 2004      April 13, 2005          April 13, 2006     April 13, 2007

July 13, 2004       July 13, 2005           July 13, 2006      July 13, 2007

October 12, 2004    October 12, 2005        October 12, 2006   October 12, 2007

February 09, 2005   February 09, 2006       February 09, 2007  February 11, 2008
</TABLE>

4. Employing Company:               any company within the Philips group of
                                    companies and such other company as Philips
                                    may from time to time designate or approve.

5. Nominee Account:                 a custody account maintained in the name of
                                    a Participant established by an
                                    administrator designated by Philips.

6.Premium Date:                     the date which is three years after the
                                    applicable Delivery Date. 7. Premium Shares:
                                    any Shares (to be) delivered to a
                                    Participant pursuant to Article 7 hereof.

8. Retainment Period:               the period commencing on the Delivery Date
                                    applicable to a particular Restricted Share
                                    Right until the Premium Date applicable to
                                    such Restricted Share Right.

9. Participant:                     an individual who has accepted any
                                    Restricted Share Rights under this Program.

10. Philips:                        Koninklijke Philips Electronics N.V.

11. Program:                        this Global Philips Restricted Share Program
                                    2004.
<PAGE>

12. Restricted Share                the conditional right granted to a
    Right:                          Participant to receive one Share
                                    subject to the terms and conditions of
                                    this Program. Restricted Share Rights
                                    will be categorized as "1 Year Term
                                    Restricted Share Rights", "2 Year Term
                                    Restricted Share Rights" or "3 Year Term
                                    Restricted Share Rights", as applicable.

13. Share:                          a common share of Philips (to be)
                                    delivered under this Program.

                                    ARTICLE 2
                        GRANT OF RESTRICTED SHARE RIGHTS

Any Restricted Share Rights may be granted to an eligible individual, subject to
the (acceptance by such individual of the) terms and conditions of this Program
and any other Philips' policies or guidelines that may apply to you. Any
Restricted Share Rights offered to any such individual and the terms and
conditions governing such rights shall be deemed accepted by such individual
with effect from the applicable Date of Grant in case Philips has not received,
in accordance with a procedure established by Philips, a notice of rejection of
such rights within fourteen (14) days of the notice of grant of such rights or
such later date as may be determined by Philips.

                                    ARTICLE 3
                            TERMINATION OF EMPLOYMENT

1.    Except as provided in Article 3.2 and 3.3 hereof, in case a Participant is
      no longer employed by any Employing Company as a result of the termination
      of such Participant's employment with an Employing Company for any reason
      whatsoever prior to the applicable Delivery Date, such Participant's
      Restricted Share Rights shall be forfeited effective as of the date of
      termination of such Participant's employment with the Employing Company
      without the Participant being entitled to any compensation or any
      obligation on the part of Philips or any of its subsidiaries unless
      Philips determines, in its sole discretion, otherwise in writing. Any such
      determination shall be final, conclusive and binding and may be subject to
      such conditions as Philips may determine appropriate.

2.    In case a Participant is no longer employed by any Employing Company as a
      result of the termination of such Participant's employment with an
      Employing Company for reasons of (i) death, (ii) disablement, (iii) legal
      incapacity, (iv) retirement -, or (v) the expiration of a temporary
      contract of employment, provided such temporary contract of employment has
      not been extended one or more times, such Participant or, in case of the
      death or legal incapacity of the Participant, the estate of the
      Participant or his or her legal representative(s), as the case may be,
      shall remain entitled to any Restricted Share Rights granted to such
      Participant prior to the date of such termination subject to, and in
      accordance with, the terms and conditions of this Program. For the purpose
      of this Program, a Participant's employment shall be deemed terminated as
      a result of "retirement" if such Participant's employment is terminated
      and such Participant satisfies at the date of such termination the
      eligibility requirements to receive an immediate (early) retirement
      benefit under an (early) retirement plan of an Employing Company under
      which such Participant was covered, provided (ii) payment of such (early)
      retirement benefit commences immediately following such termination, and
      provided further (ii) that if such Participant is covered by an US
      retirement plan, such Participant must have at least five years of service
      with an US Employing Company and have attained the age of fifty-five (55)
      years.

                                       2
<PAGE>

3.    In case a Participant is no longer employed by any Employing Company as a
      result of the sale or other divestment of a business, subsidiary, division
      or other business unit of Philips or any part thereof ("Divested
      Business"), such Participant shall remain entitled to any Restricted Share
      Rights granted to such Participant prior to the date of the termination of
      such employment subject to, and in accordance with, the terms and
      conditions of this Program, provided that such Restricted Share Rights
      will be forfeited as of the date of termination of the Participant's
      employment with the company which acquired the Divested Business from
      Philips or any of its subsidiaries, without the Participant being entitled
      to any compensation or any obligation on the part of Philips or its
      subsidiaries or the transferee or its subsidiaries. In case of the
      termination of employment of a Participant with any Employing Company as a
      result of such sale or other divestment, the Participant shall no longer
      be eligible to receive any Premium Shares.

                                    ARTICLE 4
                               NON-TRANSFERABILITY

The Restricted Share Rights are strictly personal and may not be assigned,
transferred (except that, in case of death of the Participant any Restricted
Share Rights granted to such Participant at the date of his death shall pass to
his heirs or legatees), pledged, hypothecated, or otherwise encumbered or
disposed of in any manner. The Participant may not engage in any transactions on
any exchange on the basis of any Restricted Shares Rights. Any violation of the
terms of this Article 4 will cause the Restricted Share Rights to become
immediately null and void without further notice and without the Participant
being entitled to any compensation.

                                    ARTICLE 5
                         DELIVERY AND HOLDING OF SHARES

1.    Philips may require a Participant to maintain a Nominee Account in
      connection with this Program. Nothing contained in this Program shall
      obligate Philips to establish or maintain or cause to establish or
      maintain a Nominee Account for any Participant.

2.    Subject to the terms and conditions of this Program, Philips will deliver
      a Share to a Participant on or as soon as reasonably practicable after the
      relevant Delivery Date. In no event shall Philips have any obligation to
      deliver any Shares to a Participant prior to the relevant Delivery Date.

3.    Any Shares to be delivered pursuant to Article 5.2 will be credited to the
      Nominee Account except if a Participant (i) requests Philips to credit
      such Shares to a Custody Account or (ii) does not maintain a Nominee
      Account at the date of delivery of such Shares. In case (i) or (ii) as
      described in the foregoing sentence applies, the Participant shall be
      responsible to notify Philips in accordance with a procedure (including
      the period for notification) established by Philips on the details
      relating to such Custody Account. In case Philips determines in its sole
      discretion that the Participant has failed to notify Philips in accordance
      with such procedure, then the Participant shall be deemed to have
      authorized Philips to sell as many Shares as required to ensure that any
      withholding Taxes obligations and other costs related to such Shares and
      such transaction are settled.

4.    Except as may be otherwise approved in writing by Philips in its sole
      discretion, in case a Participant is no longer employed by any Employing
      Company for any reason whatsoever, the Participant (or his or her legal
      representatives) shall withdraw all Shares credited to the Participant's
      Nominee Account within two (2) months of the date of such termination. In
      case

                                       3
<PAGE>

      the Participant (or his or her legal representatives, as the case may be)
      fails to comply with the foregoing obligation, then the Participant (or
      his or her legal representatives) shall be deemed to have requested
      Philips to sell or cause to sell such Shares.

5.    Each Participant shall comply with any applicable "insider trading" laws
      and regulations and the Philips' Rules of Conduct with respect to Inside
      Information.

                                    ARTICLE 6
                                CAPITAL DILUTION

Philips may make equitable adjustment or substitution of the number or kind of
Shares subject to the Restricted Shares Rights, as it, in its sole discretion,
deems equitable to reflect any significant corporate event of or by Philips, for
example a change in the outstanding Shares by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off, combination or
exchange of shares or other corporate change, or any distribution to holders of
Shares other than regular cash dividends.

                                    ARTICLE 7
                                 PREMIUM SHARES

At a Premium Date, Philips will deliver a number of Premium Shares, which is
equal to 20 % (twenty percent) of the number of Shares pursuant to the
Restricted Share Rights acquired by a Participant, which are held by the
Participant at, and are subject to, such Premium Date. The foregoing obligation
shall be subject further to the requirements that: (i) the Participant is still
employed by an Employing Company at the relevant Premium Date and (ii) such
Shares have been deposited on the Participant's Nominee Account during the
entire Retainment Period in order to enable Philips to monitor whether
Participant has retained the Shares during such period. Philips will not be
required pursuant to the foregoing to deliver a fraction for a Premium Share but
instead the number of Premium Shares shall be rounded upward to the next whole
Share.

                                    ARTICLE 8
                                 COSTS AND TAXES

1.    All costs of delivering any Shares, including, but not limited to, any
      Premium Shares, under this Program to a Participant's Nominee Account
      shall be borne by Philips. All costs of delivering any Shares, including,
      but not limited to, any Premium Shares, under this Program to a
      Participant's Custody Account and any other costs connected with the
      Shares shall be borne by the Participant.

2.    Any and all taxes, duties, levies, charges or social security
      contributions ("Taxes") which arise under any applicable national, state,
      local or supra-national laws, rules or regulations, whether already
      effective on the date of grant of any Restricted Shares Rights or becoming
      effective thereafter, and any changes or modifications therein and
      termination thereof which may result for the Participant in connection
      with this Program (including, but not limited to, the grant of the
      Restricted Shares Rights, the ownership of the Restricted Shares Rights
      and/or the delivery of any Shares under this Program, the ownership and/or
      the sale of any Shares acquired under this Program) shall be for the sole
      risk and account of the Participant.

3.    Philips and any other Employing Company shall have the right to deduct or
      withhold (or cause to be deducted or withheld) from any salary payment or
      other sums due by Philips or any other Employing Company to Participant,
      or requiring the Participant or beneficiary of

                                       4
<PAGE>

      the Participant, to pay to Philips an amount necessary to settle any Taxes
      determined by Philips necessary to be withheld in connection with this
      Program (including, but not limited to, the grant of the Restricted Shares
      Rights or the delivery of any Shares (including, but not limited to,
      Premium Shares) under this Program).

4.    Philips shall not be required to deliver any Shares and Philips may delay
      (or cause to be delayed) the transfer of any Shares from a Nominee Account
      to a Custody Account until Philips has received an amount, or the
      Participant has made such arrangements required by Philips necessary to
      satisfy any withholding of any Taxes and any costs to be borne by the
      Participant in connection with this Program as determined by Philips.

                                    ARTICLE 9
                           DIVIDEND PAYMENT ON SHARES

Philips is entitled, in its sole discretion, to determine the manner in which
dividend on any Shares acquired by a Participant pursuant to this Program and
deposited on the Nominee Account at the applicable record date, is paid to such
Participant including, but not limited to the payment of dividend by means of a
dividend reinvestment plan pursuant to which the dividend will be reinvested in
the purchase of Shares.

                                   ARTICLE 10
                               GENERAL PROVISIONS

1.    Philips shall have the authority to interpret this Program, to establish,
      amend, and rescind any rules and regulations relating to this Program, to
      determine the terms and conditions of any agreements entered into
      hereunder, and to make all other determinations necessary or advisable for
      the administration of this Program. Philips shall further have the
      authority to waive, in its sole discretion, the requirement pursuant to
      Article 7 that the Shares have been and are deposited on the Nominee
      Account during the entire Retainment Period. Such waiver may be subject to
      such conditions as Philips may establish in its sole discretion. Philips
      may delegate the authority to practice administrative and operational
      functions with respect to the Program to officers or employees of
      subsidiaries of Philips and to service providers.

2.    No Participant shall have any rights or privileges of shareholders
      (including the right to receive dividends and to vote) with respect to
      Shares to be delivered pursuant to Restricted Share Rights until such
      Shares are actually delivered to such Participant in accordance with
      Article 5 of this Program. The Shares delivered shall carry the same
      rights as common shares of Philips traded on Euronext Amsterdam, or the
      New York Stock Exchange, as applicable, on the day on which these Shares
      are delivered.

3.    The (value of) Restricted Share Rights granted to, or Shares acquired by,
      a Participant pursuant to such Restricted Share Right under this Program
      shall not be considered as compensation in determining a Participant's
      benefits under any benefit plan of an Employing Company, including but not
      limited to, group life insurance, long-term disability, family survivors,
      or any retirement, pension or savings plan.

4.    Nothing contained in this Program or in any grant made or Agreement
      entered into pursuant hereto shall confer upon any Participant any right
      to be retained in employment with any Employing Company, or to be entitled
      to any remuneration or benefits not set forth in this Program or interfere
      with or limit in any way with the right of any Employing Company to
      terminate such Participant's employment or to discharge or retire a
      Participant at any time.

                                       5
<PAGE>

5.    If a provision of this Program is deemed illegal or invalid, the
      illegality or invalidity shall not affect the remaining parts of this
      Program, this Program shall be construed as if the illegal or invalid
      provisions had not been included in this Program.

6.    Where the context requires, words in either gender shall include also the
      other gender.

7.    This Program shall be governed by and construed in accordance with the
      laws of The Netherlands, without regard to its principles of conflict of
      laws.

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>y02969exv23w1.txt
<DESCRIPTION>CONSENT OF KPMG ACCOUNTANTS N.V.
<TEXT>
<PAGE>

                                                                    Exhibit 23.1

                        CONSENT OF KPMG ACCOUNTANTS N.V.

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 6, 2004, relating to the consolidated
balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of
December 31, 2003 and 2002, and the consolidated statements of income, changes
in stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2003, included in the December 31, 2003 annual report
on Form 20-F of Koninklijke Philips Electronics N.V., filed with the Commission
on February 23, 2004.

Eindhoven, The Netherlands

September 28, 2004.

/s/ KPMG Accountants N.V.
- -------------------------
KPMG ACCOUNTANTS N.V.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>y02969exv23w2.txt
<DESCRIPTION>CONSENTS OF DELOITTE TOUCHE TOHMATSU AND AMYOT EXCO THORNTON
<TEXT>
<PAGE>

                                                                    Exhibit 23.2

            CONSENT OF AMYOT EXCO GRANT THORNTON AND DELOITTE TOUCHE
                                    TOHMATSU

            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 September 10, 2003, relating to the
consolidated financial statements of Atos Origin S.A. for the year ended
December 31, 2002, included in amendment No. 1 on Form 20-F/A, filed with the
Commission on June 30, 2004, amending the annual report on Form 20-F of
Koninklijke Philips Electronics N.V. for the year ended December 31, 2003.

Paris and Neuilly-sur-Seine, France

September 28, 2004

/s/ Amyot Exco Grant Thornton                   /s/ Deloitte Touche Tohmatsu
- -------------------------------                 ------------------------------
    Amyot Exco Grant Thornton                       Deloitte Touche Tohmatsu




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>y02969exv23w3.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>
<PAGE>

                                                                    Exhibit 23.3

                                 CONSENT OF KPMG

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 June 26, 2004, relating to the consolidated
financial statements of LG.Philips Displays Holding B.V. for the year ended
December 31, 2003, included in amendment No. 1 on Form 20-F/A, filed with the
Commission on June 30, 2004, amending the annual report on Form 20-F of
Koninklijke Philips Electronics N.V. for the year ended December 31, 2003.

Hong Kong

September 28, 2004.

/s/ KPMG
- ---------------
KPMG

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
