<PAGE>
   As filed with the Securities and Exchange Commission on December 23, 2002
                                                  Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                         N.V. KONINKLIJKE NEDERLANDSCHE
                             PETROLEUM MAATSCHAPPIJ
             (Exact name of registrant as specified in its charter)

                          ROYAL DUTCH PETROLEUM COMPANY
                 (Translation of registrant's name into English)

                                 THE NETHERLANDS
         (State or other jurisdiction of incorporation or organization)

                                      NONE
                      (I.R.S. Employer Identification No.)

          30, CAREL VAN BYLANDTLAAN, 2596 HR THE HAGUE, THE NETHERLANDS
                    (Address of Principal Executive Offices)

                    GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US)
                 ROYAL DUTCH STOCK OPTION PLAN FOR EMPLOYEES OF
                      SHELL SOLAR EMPLOYMENT SERVICES INC.
                GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US - SOLAR)
                            (Full title of the plans)

                          THE CORPORATION TRUST COMPANY
                            CORPORATION TRUST CENTER
                               1209 ORANGE STREET
                              WILMINGTON, DE 19801
                               COUNTY OF NEWCASTLE
                     (Name and address of agent for service)

                                 (302) 658-7581
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

                             CRAVATH, SWAINE & MOORE
                                 WORLDWIDE PLAZA
                                825 EIGHTH AVENUE
                               NEW YORK, NY 10019
                       ATTENTION OF PETER S. WILSON, ESQ.

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

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
=========================================================================================================================
                                                             Proposed maximum      Proposed maximum      Amount of
                                            Amount to be    offering price per    aggregate offering    registration
  Title of securities to be registered       registered           share                 price               fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>              <C>                      <C>
Royal Dutch Ordinary Shares
  of Euro0.56 each                           4,000,000(1)       $US42.51(2)      $US170,040,000.00(2)     $US15,643.60(2)
=========================================================================================================================
</Table>

 (1)   This registration statement covers 4,000,000 Ordinary Shares of Royal
       Dutch Petroleum Company authorized to be sold under the Global Employee
       Share Purchase Plan (US), the Royal Dutch Stock Option Plan for Employees
       of Shell Solar Employment Services Inc., and the Global Employee Share
       Purchase Plan (US - Solar). In addition, pursuant to Rule 416(c) under
       the Securities Act of 1933 (the "Securities Act"), this registration
       statement also covers an indeterminate amount of interests to be offered
       or sold pursuant to the employee benefit plans described herein.

(2)    Pursuant to Securities Act Rule 457(c), the proposed maximum offering
       price per share and the registration fee are based on the reported
       average of the high and low prices for the above-referenced Ordinary
       Shares on the New York Stock Exchange on December 19, 2002. Pursuant to
       Securities Act Rule 457(h)(2), no separate fee is required with respect
       to the interests in the employee benefit plans covered by this
       registration statement.

================================================================================
<PAGE>
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this registration statement (the "Registration
     Statement") in accordance with Rule 428 under the Securities Act of 1933,
     as amended, and the Note to Part I of Form S-8.


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

Royal Dutch Petroleum Company ("Royal Dutch"), Global Employee Stock Purchase
Plan (US) ("GESPP"), Royal Dutch Stock Option Plan for Employees of Shell Solar
Employment Services Inc. ("Solar Option Plan"), and Global Employee Share
Purchase Plan (US - Solar) ("Solar GESPP", and together with GESPP and Solar
Option Plan, the "Plans") hereby incorporate herein by reference the following
documents filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

         (a) The annual report of Royal Dutch on Form 20-F for the fiscal year
             ended December 31, 2001.

         (b) All reports filed by Royal Dutch pursuant to Section 13(a) or 15(d)
             of the Exchange Act since December 31, 2001.

         (c) The description of Royal Dutch's Ordinary Shares contained in its
             amended registration statement on Form 20-F/A (Amendment No. 1),
             Registration No. 1-3788, filed with the Commission under the
             Exchange Act (including any amendment or report filed for the
             purpose of updating such description).

         In addition, all documents and other reports filed by Royal Dutch or
the Plans pursuant to Sections 13(a), 13(c), 14 and 15(5) of the Exchange Act
that are filed subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
respective date of filing of each such document.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.
<PAGE>
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Royal Dutch has a policy of directors' and officers' liability
insurance that insures directors or officers against the cost of defense,
settlement or payment of claims and judgments under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS

4.1      Royal Dutch's Articles of Association (incorporated by reference to the
         Report of Foreign Issuer on Form 6-K of Royal Dutch furnished to the
         Securities and Exchange Commission on July 18, 2002)

4.2      Global Employee Stock Purchase Plan (US)

4.3      Royal Dutch Stock Option Plan for Employees of Shell Solar Employment
         Services Inc.

4.4      Global Employee Share Purchase Plan (US - Solar)

23.1     Consent of KPMG Accountants N.V., The Hague, and
         PricewaterhouseCoopers, London

23.2     Consent of KPMG Accountants N.V., The Hague

24.1     Powers of Attorney for the Directors and Officers of Royal Dutch

ITEM 9.  UNDERTAKINGS

         (a) Each of the undersigned 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 material information with respect to the plan of
         distribution not previously disclosed in this registration statement or
         any material change to such information in this registration statement;

                  (2) that, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment or
         annual report filed by the registrant or the Plans pursuant to Section
         13 or Section 15(d) of the Exchange Act 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 hereunder which remain
         unsold at the termination of the offering.

         (b) Each of the undersigned hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report


<PAGE>
         pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
         Act of 1934 and each filing of the Plans' annual reports 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each of the undersigned pursuant to the foregoing provisions, or otherwise, the
registrant and the Plans have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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>
PART II

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The Hague, The Netherlands on this 19th day of December, 2002.

                                        ROYAL DUTCH PETROLEUM COMPANY


                                        By: /s/ R. van der Vlist
                                            ------------------------------------
                                        Name:   R. van der Vlist
                                        Title:  General Attorney


         Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Global Employee Stock Purchase Plan (US) has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Houston, Texas on this 19th day of December, 2002.

                                        GLOBAL EMPLOYEE STOCK PURCHASE PLAN (US)


                                        By: /s/ Ron Jeffers
                                            ------------------------------------
                                        Name:   Ron Jeffers
                                        Title:  Plan Administrator

         Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Royal Dutch Stock Option Plan for Employees of Shell Solar
Employment Services Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Houston,
Texas on this 19th day of December, 2002.

                                        ROYAL DUTCH STOCK OPTION PLAN FOR
                                        EMPLOYEES OF SHELL SOLAR EMPLOYMENT
                                        SERVICES INC.


                                        By: /s/ Ron Jeffers
                                            ------------------------------------
                                        Name:   Ron Jeffers
                                        Title:  Plan Administrator


         Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Global Employee Stock Purchase Plan (US - Solar) has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Houston, Texas on this 19th day of
December, 2002.

                                        GLOBAL EMPLOYEE STOCK PURCHASE PLAN
                                        (US - Solar)

                                        By: /s/ Ron Jeffers
                                            ------------------------------------
                                        Name:   Ron Jeffers
                                        Title:  Plan Administrator


<PAGE>
         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 19, 2002.

<Table>
<Caption>

                   Signature                                    Title
                   ---------                                    -----

<S>                                              <C>
                       *                         President and Managing Director of
   -----------------------------------------               Royal Dutch**
                J. van der Veer                     (Principal Executive Officer)

                       *
   -----------------------------------------      Managing Director of Royal Dutch**
                W. van de Vijver

                       *
   -----------------------------------------      Managing Director of Royal Dutch**
                 M. A. Brinded


   /s/ R. van der Vlist
   -----------------------------------------
       R. van der Vlist, as attorney in fact
           For the officers and directors
                   indicated by *

   Shell Oil Company, as Authorized
   Representative in the United States


   By: /s/ Catherine A. Lamboley
       -------------------------------------
   Catherine A. Lamboley, as Corporate
   Secretary for Shell Oil Company
</Table>

** The Managing Directors jointly perform the functions of Principal Financial
Officer and Principal Accounting Officer.



<PAGE>


                                  EXHIBIT INDEX


<Table>
<Caption>

   Exhibit                                                                                  Sequentially
   Number                                  Exhibit Description                              Numbered Page
   ------                                  -------------------                              -------------

<S>             <C>
     4.2        Global Employee Stock Purchase Plan (US)

     4.3        Royal Dutch Stock Option Plan for Employees of Shell Solar Employment
                Services Inc.

     4.4        Global Employee Share Purchase Plan (US - Solar)

    23.1        Consent of KPMG Accountants N.V., The Hague, and PricewaterhouseCoopers,
                London

    23.2        Consent of KPMG Accountants N.V., The Hague

    24.1        Powers of Attorney for the Directors and Officers of Royal Dutch
</Table>
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{"company-data": {"conformed-name": "ROYAL DUTCH PETROLEUM CO", "cik": "0000085486", "assigned-sic": "2911", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102183", "film-number": "02867779"}, "business-address": {"street1": "30 CAREL VAN BYLANDTLAAN", "city": "THE HAGUE THE NETHE", "state": "P7", "zip": "00000"}}
As filed with the Securities and Exchange Commission on December 23, 2002
                                                  Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                         N.V. KONINKLIJKE NEDERLANDSCHE
                             PETROLEUM MAATSCHAPPIJ
             (Exact name of registrant as specified in its charter)

                          ROYAL DUTCH PETROLEUM COMPANY
                 (Translation of registrant's name into English)

                                 THE NETHERLANDS
         (State or other jurisdiction of incorporation or organization)

                                      NONE
                      (I.R.S. Employer Identification No.)

          30, CAREL VAN BYLANDTLAAN, 2596 HR THE HAGUE, THE NETHERLANDS
                    (Address of Principal Executive Offices)

                    GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US)
                 ROYAL DUTCH STOCK OPTION PLAN FOR EMPLOYEES OF
                      SHELL SOLAR EMPLOYMENT SERVICES INC.
                GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US - SOLAR)
                            (Full title of the plans)

                          THE CORPORATION TRUST COMPANY
                            CORPORATION TRUST CENTER
                               1209 ORANGE STREET
                              WILMINGTON, DE 19801
                               COUNTY OF NEWCASTLE
                     (Name and address of agent for service)

                                 (302) 658-7581
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

                             CRAVATH, SWAINE & MOORE
                                 WORLDWIDE PLAZA
                                825 EIGHTH AVENUE
                               NEW YORK, NY 10019
                       ATTENTION OF PETER S. WILSON, ESQ.

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

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                             Proposed maximum      Proposed maximum      Amount of
                                            Amount to be    offering price per    aggregate offering    registration
  Title of securities to be registered       registered           share                 price               fee
-------------------------------------------------------------------------------------------------------------------------
Royal Dutch Ordinary Shares
  of Euro0.56 each                           4,000,000(1)       $US42.51(2)      $US170,040,000.00(2)     $US15,643.60(2)
=========================================================================================================================
(1)   This registration statement covers 4,000,000 Ordinary Shares of Royal
       Dutch Petroleum Company authorized to be sold under the Global Employee
       Share Purchase Plan (US), the Royal Dutch Stock Option Plan for Employees
       of Shell Solar Employment Services Inc., and the Global Employee Share
       Purchase Plan (US - Solar). In addition, pursuant to Rule 416(c) under
       the Securities Act of 1933 (the "Securities Act"), this registration
       statement also covers an indeterminate amount of interests to be offered
       or sold pursuant to the employee benefit plans described herein.

(2)    Pursuant to Securities Act Rule 457(c), the proposed maximum offering
       price per share and the registration fee are based on the reported
       average of the high and low prices for the above-referenced Ordinary
       Shares on the New York Stock Exchange on December 19, 2002. Pursuant to
       Securities Act Rule 457(h)(2), no separate fee is required with respect
       to the interests in the employee benefit plans covered by this
       registration statement.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this registration statement (the "Registration
     Statement") in accordance with Rule 428 under the Securities Act of 1933,
     as amended, and the Note to Part I of Form S-8.

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

Royal Dutch Petroleum Company ("Royal Dutch"), Global Employee Stock Purchase
Plan (US) ("GESPP"), Royal Dutch Stock Option Plan for Employees of Shell Solar
Employment Services Inc. ("Solar Option Plan"), and Global Employee Share
Purchase Plan (US - Solar) ("Solar GESPP", and together with GESPP and Solar
Option Plan, the "Plans") hereby incorporate herein by reference the following
documents filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

         (a) The annual report of Royal Dutch on Form 20-F for the fiscal year
             ended December 31, 2001.

         (b) All reports filed by Royal Dutch pursuant to Section 13(a) or 15(d)
             of the Exchange Act since December 31, 2001.

         (c) The description of Royal Dutch's Ordinary Shares contained in its
             amended registration statement on Form 20-F/A (Amendment No. 1),
             Registration No. 1-3788, filed with the Commission under the
             Exchange Act (including any amendment or report filed for the
             purpose of updating such description).

         In addition, all documents and other reports filed by Royal Dutch or
the Plans pursuant to Sections 13(a), 13(c), 14 and 15(5) of the Exchange Act
that are filed subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
respective date of filing of each such document.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Royal Dutch has a policy of directors' and officers' liability
insurance that insures directors or officers against the cost of defense,
settlement or payment of claims and judgments under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS

4.1      Royal Dutch's Articles of Association (incorporated by reference to the
         Report of Foreign Issuer on Form 6-K of Royal Dutch furnished to the
         Securities and Exchange Commission on July 18, 2002)

4.2      Global Employee Stock Purchase Plan (US)

4.3      Royal Dutch Stock Option Plan for Employees of Shell Solar Employment
         Services Inc.

4.4      Global Employee Share Purchase Plan (US - Solar)

23.1     Consent of KPMG Accountants N.V., The Hague, and
         PricewaterhouseCoopers, London

23.2     Consent of KPMG Accountants N.V., The Hague

24.1     Powers of Attorney for the Directors and Officers of Royal Dutch

ITEM 9.  UNDERTAKINGS

         (a) Each of the undersigned 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 material information with respect to the plan of
         distribution not previously disclosed in this registration statement or
         any material change to such information in this registration statement;

                  (2) that, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment or
         annual report filed by the registrant or the Plans pursuant to Section
         13 or Section 15(d) of the Exchange Act 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 hereunder which remain
         unsold at the termination of the offering.

         (b) Each of the undersigned hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, 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 each filing of the Plans' annual reports 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each of the undersigned pursuant to the foregoing provisions, or otherwise, the
registrant and the Plans have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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.
PART II

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The Hague, The Netherlands on this 19th day of December, 2002.

                                        ROYAL DUTCH PETROLEUM COMPANY

                                        By: /s/ R. van der Vlist
                                            ------------------------------------
                                        Name:   R. van der Vlist
                                        Title:  General Attorney

         Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Global Employee Stock Purchase Plan (US) has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Houston, Texas on this 19th day of December, 2002.

                                        GLOBAL EMPLOYEE STOCK PURCHASE PLAN (US)

                                        By: /s/ Ron Jeffers
                                            ------------------------------------
                                        Name:   Ron Jeffers
                                        Title:  Plan Administrator

         Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Royal Dutch Stock Option Plan for Employees of Shell Solar
Employment Services Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Houston,
Texas on this 19th day of December, 2002.

                                        ROYAL DUTCH STOCK OPTION PLAN FOR
                                        EMPLOYEES OF SHELL SOLAR EMPLOYMENT
                                        SERVICES INC.

                                        By: /s/ Ron Jeffers
                                            ------------------------------------
                                        Name:   Ron Jeffers
                                        Title:  Plan Administrator

         Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Global Employee Stock Purchase Plan (US - Solar) has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Houston, Texas on this 19th day of
December, 2002.

                                        GLOBAL EMPLOYEE STOCK PURCHASE PLAN
                                        (US - Solar)

                                        By: /s/ Ron Jeffers
                                            ------------------------------------
                                        Name:   Ron Jeffers
                                        Title:  Plan Administrator
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 19, 2002.
Signature                                    Title
                   ---------                                    -----
*                         President and Managing Director of
   -----------------------------------------               Royal Dutch**
                J. van der Veer                     (Principal Executive Officer)

                       *
   -----------------------------------------      Managing Director of Royal Dutch**
                W. van de Vijver

                       *
   -----------------------------------------      Managing Director of Royal Dutch**
                 M. A. Brinded

   /s/ R. van der Vlist
   -----------------------------------------
       R. van der Vlist, as attorney in fact
           For the officers and directors
                   indicated by *

   Shell Oil Company, as Authorized
   Representative in the United States

   By: /s/ Catherine A. Lamboley
       -------------------------------------
   Catherine A. Lamboley, as Corporate
   Secretary for Shell Oil Company
** The Managing Directors jointly perform the functions of Principal Financial
Officer and Principal Accounting Officer.
EXHIBIT INDEX
Exhibit                                                                                  Sequentially
   Number                                  Exhibit Description                              Numbered Page
   ------                                  -------------------                              -------------
4.2        Global Employee Stock Purchase Plan (US)

     4.3        Royal Dutch Stock Option Plan for Employees of Shell Solar Employment
                Services Inc.

     4.4        Global Employee Share Purchase Plan (US - Solar)

    23.1        Consent of KPMG Accountants N.V., The Hague, and PricewaterhouseCoopers,
                London

    23.2        Consent of KPMG Accountants N.V., The Hague

    24.1        Powers of Attorney for the Directors and Officers of Royal Dutch