As filed with the Securities and Exchange Commission on April 28, 2005

---

---

Form 20-F/A

(Mark one)

Commission file number 001-05146-01

KONINKLIJKE PHILIPS ELECTRONICS N.V.

ROYAL PHILIPS ELECTRONICS

The Netherlands

Breitner Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark which financial statement item the registrant has elected to follow.

---

---

TABLE OF CONTENTS

Explanatory Note
Item 18. Financial statements
Item 19. Exhibits
SIGNATURES
Exhibit 1: English translation of the Articles of Association of the Company dated April 1, 2005
Exhibit 12 (a): Rule 13a - 14(a) Certification
Exhibit 12 (b): Rule 13a - 14(a) Certification
Exhibit 13 (a): Rule 13a - 14(b) Certification
Exhibit 13 (b): Rule 13a - 14(b) Certification
Exhibit 15 (a): Consent of Registered Independent Public Accounting Firm
Exhibit 15 (d): LPL Consolidated Financials
Exhibit 15 (e): Audit Report Samil PricewaterhouseCoopers
Exhibit 15 (f): Consent of Samil PricewaterhouseCoopers
Exhibit 15 (g): LPD Consolidated Financials
Exhibit 15 (h): Audit Report KPMG
Exhibit 15 (i): Consent of KPMG
Exhibit 15 (j): Atos Origin Consolidated Financials
Exhibit 15 (k): Audit Report Deloitte Touche
Exhibit 15 (l): Consent of independent registered public accounting firms

2

Explanatory Note

This amendment is being filed to provide separate audited consolidated financial statements of LG.Philips LCD Co., Ltd. (“LPL”) as of and for the fiscal year end December 31, 2004, and the audit report of Samil PricewaterhouseCoopers relating thereto as required under Rule 3-09 of Regulation S-X. This amendment also includes comparative information on LPL as of and for the fiscal periods ended December 31, 2003 and 2002.

Also, this amendment is being filed to provide separate consolidated financial statements of LG.Philips Displays Holding B.V. (“LPD”) as of and for the fiscal year ended December 31, 2004 as comparative information in relation to the separate consolidated financial statements of LPD as of and for the fiscal period ended December 31, 2003. The 2003 financial statements of LPD were filed as required under Rule 3-09 of Regulation S-X together with an audit report of KPMG as of and for the fiscal period ended December 31, 2003. This amendment also includes comparative information on LPD as of and for the fiscal period ended December 31, 2002, which is not required to be audited under Rule 3-09 of Regulation S-X. As a result, the separate consolidated financial statements of LPD as of and for the fiscal periods ended December 31, 2004 and 2002 included herein were not audited in accordance with generally accepted auditing standards in the United States, and are not covered by the audit report of KPMG.

In addition, this amendment is being filed to provide separate consolidated financial statements of Atos Origin S.A. (“Atos Origin”) as of and for the fiscal year ended December 31, 2004 as comparative information in relation to the separate consolidated financial statements of Atos Origin as of and for the fiscal period ended December 31, 2002. The 2002 financial statements of Atos Origin were filed as required under Rule 3-09 of Regulation S-X together with an audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton as of and for the fiscal period ended December 31, 2002. This amendment also includes comparative information on Atos Origin as of and for the fiscal period ended December 31, 2003, which is not required to be audited under Rule 3-09 of Regulation S-X. As a result, the separate consolidated financial statements of Atos Origin as of and for the fiscal periods ended December 31, 2004 and 2003 included herein were not audited in accordance with generally accepted auditing standards in the United States, and are not covered by the audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton.

This amendment amends “Item 18 Financial Statements”, and “Item 19 Exhibits”. In addition, Philips is including an English translation of the original Dutch text of the Articles of Association of Royal Philips Electronics as amended on April 1, 2005, pursuant to the resolution of the Annual Meeting of Shareholders held on March 31, 2005, and certifications of the chief executive officer and the chief financial officer.

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other Item of the Form 20-F filed on February 22, 2005 or reflect any events that have occurred after the Form 20-F was filed.

3

Item 18. Financial statements

The following portions of the Company’s 2004 Annual Report — Financial Statements and Analysis, as set forth on pages 89 through 175, are incorporated herein by reference and constitute the Company’s response to this Item:

“Report of independent registered public accounting firm”
“Consolidated statements of income of the Philips Group”
“Consolidated balance sheet of the Philips Group”
“Consolidated statements of cash flows of the Philips Group”
“Consolidated statements of changes in stockholders’ equity of the Philips Group”
“Accounting policies”
“New accounting standards”
“Notes to the consolidated financial statements of the Philips Group”

Separate consolidated financial statements for LPL included as Exhibit 15 (d) hereto, the independent auditors’ report of Samil PricewaterhouseCoopers with respect to the consolidated financial statements for LPL, included as Exhibit 15 (e) hereto, separate consolidated financial statements for LPD included as Exhibit 15 (g) hereto, the audit report of KPMG with respect to the consolidated financial statements for LPD as of and for the year ended December 31, 2003, included as Exhibit 15 (h) hereto, separate consolidated financial statements for Atos Origin included as Exhibit 15 (j) hereto, and the audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton with respect to the consolidated financial statements for Atos Origin as of and for the year ended December 31, 2002, included as Exhibit 15 (k) hereto, are hereby incorporated by reference. A discussion of the principal differences in the accounting principles used in preparing financial statements in France from generally accepted accounting principles in the United States, included as Exhibit 15 (m) hereto, is hereby incorporated by reference.

Schedules:

Schedules are omitted as they are either not required or the required information is included in the consolidated financial statements.

4

Item 19. Exhibits

*		Previously filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2004.
**		The LPD consolidated financial statements as of and for the fiscal periods ended December 31, 2004 and 2002 were not audited in accordance with generally accepted auditing standards in the United States, and are not covered by the audit report of KPMG. The Atos Origin consolidated financial statements as of and for the fiscal periods ended December 31, 2004 and 2003 were not audited in accordance with generally accepted auditing standards in the United States, and are not covered by the audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton.
***		Incorporated by reference to Exhibit 10 (e) to the Company’s Annual Report on Form 20-F for the year ended December 31, 2002.

5

SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Registrant)

 

 

 

 

 

Date: April 28, 2005

6