As filed with the Securities and Exchange Commission on February 20, 2007
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ABN AMRO HOLDING N.V.

             The Netherlands                      Not Applicable
     (Jurisdiction of Incorporation)   (I.R.S. Employer Identification No.)

                              Gustav Mahlerlaan 10
                                1082 PP Amsterdam
                                 The Netherlands
                                (31-20) 628-7835
               (Address of Principal Executive Offices, Including
                         Zip Code and Telephone Number)

                   ABN AMRO Global Key Employee Retention Plan
                            (Full Title of the Plan)

              Guy Rounsville                      Herbert Biern
     General Counsel - North America      Head of Compliance/Regulatory
         La Salle Bank Corporation         Affairs-North America
         135 South La Salle Street           La Salle Bank Corporation
          Chicago, Illinois 60603               55 East 52nd Street
              (312) 904-5496                    New York, NY 10055
                                                  (212) 409-7447

            (Name, Address, including Zip Code, and Telephone Number,
                   Including Area Code, of Agents for Service)

                                 With a copy to:
                             Kenneth A. Raskin, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                               New York, NY 10036
                                 (212) 819-8508

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                          Proposed
                                                           Maximum             Proposed
                                           Amount         Offering             Maximum            Amount of
                                            to be           Price             Aggregate         Registration
Title of Securities to be Registered     Registered     Per Share(1)      Offering Price(1)        Fee(1)
-------------------------------------   ------------   --------------    -------------------   --------------
<S>                                     <C>                       <C>    <C>                   <C>
ABN AMRO Global Key Employee
 Retention Plan Units(2)                $ 55,000,000              100%   $        55,000,000   $        5,885
</TABLE>

(1)  Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933, as amended (the "Securities Act"), solely for the purpose of
     computing the registration fee.

(2)  ABN AMRO Global Key Employee Retention Plan Units are unsecured
     contractual obligations of the Registrant to pay in the future the balance
     of vested deferred compensation accounts the value of which is adjusted to
     reflect notional or deemed earnings and losses.

================================================================================
<PAGE>

                                     PART I

          The information specified in Item 1 and Item 2 of Part I of the
Registration Statement on Form S-8 (the "Registration Statement") is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act and the introductory note to Part I of the Registration
Statement. The documents containing the information specified in Part I will be
delivered to the participants in the plan covered by this Registration Statement
as required by Rule 428(b)(1).

ITEM 1.   PLAN INFORMATION.

          Not required to be filed in the Registration Statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not required to be filed in the Registration Statement.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents are incorporated herein by reference:

          (1)  The Annual Report on Form 20-F of ABN AMRO Holding N.V. ("ABN
               AMRO", the "Company" or the "Registrant"), filed with the
               Securities and Exchange Commission (the "Commission") for the
               year ended December 31, 2005, pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (2)  ABN AMRO's Reports on Form 6-K furnished to the Commission on
               February 16, 2007, February 14, 2007, January 26, 2007, January
               25, 2007, January 24, 2007, January 9, 2007, November 13, 2006,
               October 20, 2006, October 12, 2006, October 6, 2006, September
               29, 2006, September 15, 2006, September 14, 2006, August 16,
               2006, August 9, 2006, August 4, 2006 (announcing ABN AMRO's
               exercise of its right to acquire remaining Banca Antonveneta
               shares and its agreement in principle to sell certain activities
               of Bouwfonds), June 30, 2006, June 14, 2006, April 28, 2006,
               March 31, 2006, March 16, 2006, March 2, 2006 and February 2,
               2006.

          All documents subsequently filed by ABN AMRO, and all documents
subsequently filed under ABN AMRO Global Key Employee Retention Plan (the
"Plan"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date hereof and prior to the filing of a post-effective amendment to
this Registration Statement 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 in the registration statement and to
be a part hereof from the date of filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein), modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          ABN AMRO Global Key Employee Retention Plan (the "Plan") is an element
of ABN AMRO Holding N.V.'s discretionary compensation package designed to retain
key employees of ABN AMRO Holding N.V. and its subsidiaries. Under the Plan, a
pre-tax amount of each participant's annual bonus, as determined by the Plan
Committee based on the amount of the bonus, is deferred and allocated to Plan
units which track the value of certain investments and are normally paid out
following "vesting." The obligations under the Plan are unsecured general
obligations of ABN AMRO Holding N.V. or its subsidiary to pay at a future date
any amounts to which a participant is entitled under the terms of the Plan. A
memorandum bookkeeping account is maintained for each participant under the Plan
to which deferrals of each participant's compensation under the Plan are
credited. Each account is also adjusted to reflect notional or deemed earnings
and losses. The amount of each participant's benefit under the Plan equals the
value of each participant's account, subject to the vesting provisions of the
Plan. Plan units do not give the participants any rights to or interest in any
investments, but simply track the value of certain investments, so that any
entitlement a participant may have would be in relation to the economic value of
these underlying investments and not to the underlying investments themselves.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Articles of Association of Registrant contain no provisions under
which any member of the Supervisory Board or the Managing Board or any officer
is indemnified in any manner against any liability which he or she may incur in
the capacity as such. However, the Articles of Association of Registrant provide
that the annual accounts shall be adopted at the shareholders meeting and that
the shareholders meeting shall make all decisions regarding the discharge of the
members of Registrant's Managing Board and Supervisory Board in respect of their
management and supervision respectively. Under Dutch law, this discharge is not
absolute and would not be effective as to any matters not disclosed to
Registrant's shareholders. Furthermore, this discharge may not set aside general
rules regarding liability of the members of the Managing Board with regard to
the proper fulfillment of their task.
<PAGE>

          Certain officers and members of the Supervisory Board and the Managing
Board of Registrant 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.
<PAGE>

ITEM 8.   EXHIBITS.
-------   ----------------------------------------------------------------------
    4.1   Rules of the ABN AMRO Global Key Employee Retention Plan.*

    5.1   Opinion of NautaDutilh N.V.*

    5.2   Opinion of White & Case LLP.*

   23.1   Consent of Ernst & Young Accountants, Independent Registered Public
          Accounting Firm.*

   23.2   Consent of NautaDutilh N.V. (included in their opinion filed as
          Exhibit 5.1).*

   23.3   Consent of White & Case LLP (included in their opinion filed as
          Exhibit 5.2).*

   24.1   Power of Attorney (included in the signature pages hereof).*

*  Filed herewith.
<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 the Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and

               (iii) To include any material 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;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be (
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (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 the purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) 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 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
          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 Securities Act and will be governed by the final
          adjudication of such issue.
<PAGE>

                                   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, on this 20th day of February, 2007 in the city of London, England in
the case of Simon Rogers and in the city of Amsterdam, The Netherlands in the
case of David Clifford.

                             ABN AMRO Holding N.V.
                             (Registrant)


                             By: /s/ Simon Rogers
                                 -----------------------------------------------
                                 Name: Simon Rogers
                                 Title: Global Head of International Assignments


                             By: /s/ David Clifford
                                 -----------------------------------------------
                                 Name: David Clifford
                                 Title: Head of CoE Rewards

                                POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below, constitutes and appoints Cheryl Avery, Robert Church, Simon Rogers and
David Clifford our true and lawful attorneys-in-fact and agents, upon the action
of any two of such appointees, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable ABN AMRO Holding N.V. to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any requirements of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the filing with the Commission of this
Registration Statement under the Securities Act, including specifically but
without limitation, power and authority to sign the name of the undersigned to
such Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Commission, to
sign any and all applications, registration statements, notices or other
documents necessary or advisable to comply with applicable state securities
laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto said
attorneys-in-fact and agents full power and authority to do and to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

              Signature                                       Titles                       Date
--------------------------------------------      ------------------------------     ---------------
<S>                                               <C>                                 <C>
                                                      Chairman of the Managing       February 19, 2007
        / S / R.W.J. Groenink                                  Board
--------------------------------------------       (Principal Executive Officer)
            R.W.J. Groenink

        / S / H.Y. Scott-Barrett                  Member of the Managing Board       February 19, 2007
--------------------------------------------      (Principal Financial Officer)
             H.Y. Scott-Barrett

             / S / P. Hofste                      (Principal Accounting Officer)     February 19, 2007
--------------------------------------------
                P. Hofste

                                                  Member of the Managing Board       February 19, 2007
--------------------------------------------
             H.G. Boumeester

             / S / W.G. Jiskoot                   Member of the Managing Board       February 19, 2007
--------------------------------------------
              W. G. Jiskoot


             / S / J.Ch.L. Kuiper                 Member of the Managing Board       February 19, 2007
--------------------------------------------
               J.Ch.L. Kuiper

             / S / P.S. Overmars                  Member of the Managing Board       February 19, 2007
--------------------------------------------
                P.S. Overmars

             / S / R. Teerlink
--------------------------------------------      Member of the Managing Board       February 19, 2007
                R. Teerlink
</TABLE>
<PAGE>

AUTHORIZED REPRESENTATIVE

By:     /s/ Annemieke van der Werff
        ------------------------------------
        Annemieke van der Werff as the
        duly authorized representative of
        ABN AMRO Holding N.V. in the United
        States

Date:   February 20, 2007


AUTHORIZED REPRESENTATIVE

By:     /s/ Norman Bobins
        ------------------------------------
        Norman Bobins as the
        duly authorized representative of
        ABN AMRO Holding N.V. in the United
        States

Date:   February 20, 2007
<PAGE>

                                   SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authored, in the city of London, England, on
this 20th day of February, 2007.



                                     ABN AMRO Global Key Employee Retention Plan
                                     (Registrant)


                                     By:
                                         /s/ Simon Rogers
                                         ---------------------------------------
                                         Simon Rogers, Authorized signatory
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------------------------------------------------------------
       4.1     Rules of the ABN AMRO Global Key Employee Retention Plan.*

       5.1     Opinion of NautaDutilh N.V.*

       5.2     Opinion of White & Case LLP.*

      23.1     Consent of Ernst & Young Accountants, Independent Registered
               Public Accounting Firm.*

      23.2     Consent of NautaDutilh N.V. (included in their opinion filed as
               Exhibit 5.1).*

      23.3     Consent of White & Case LLP.* (included in their opinion filed as
               Exhibit 5.2).*

      24.1     Power of Attorney (included in the signature pages hereof).*

*  Filed herewith.
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{"company-data": {"conformed-name": "ABN AMRO HOLDING N V", "cik": "0001038727", "assigned-sic": "6029", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140798", "film-number": "07636375"}, "business-address": {"street1": "GUSTAV MAHLERLAAN 10", "city": "AMSTERDAM", "state": "P7", "zip": "1082 PP"}, "mail-address": {"street1": "P.O. BOX 283", "city": "AMSTERDAM", "state": "P8", "zip": "1000 EA"}}
As filed with the Securities and Exchange Commission on February 20, 2007
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ABN AMRO HOLDING N.V.

             The Netherlands                      Not Applicable
     (Jurisdiction of Incorporation)   (I.R.S. Employer Identification No.)

                              Gustav Mahlerlaan 10
                                1082 PP Amsterdam
                                 The Netherlands
                                (31-20) 628-7835
               (Address of Principal Executive Offices, Including
                         Zip Code and Telephone Number)

                   ABN AMRO Global Key Employee Retention Plan
                            (Full Title of the Plan)

              Guy Rounsville                      Herbert Biern
     General Counsel - North America      Head of Compliance/Regulatory
         La Salle Bank Corporation         Affairs-North America
         135 South La Salle Street           La Salle Bank Corporation
          Chicago, Illinois 60603               55 East 52nd Street
              (312) 904-5496                    New York, NY 10055
                                                  (212) 409-7447

            (Name, Address, including Zip Code, and Telephone Number,
                   Including Area Code, of Agents for Service)

                                 With a copy to:
                             Kenneth A. Raskin, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                               New York, NY 10036
                                 (212) 819-8508

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                           Maximum             Proposed
                                           Amount         Offering             Maximum            Amount of
                                            to be           Price             Aggregate         Registration
Title of Securities to be Registered     Registered     Per Share(1)      Offering Price(1)        Fee(1)
-------------------------------------   ------------   --------------    -------------------   --------------
ABN AMRO Global Key Employee
 Retention Plan Units(2)                $ 55,000,000              100%   $        55,000,000   $        5,885
(1)  Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933, as amended (the "Securities Act"), solely for the purpose of
     computing the registration fee.

(2)  ABN AMRO Global Key Employee Retention Plan Units are unsecured
     contractual obligations of the Registrant to pay in the future the balance
     of vested deferred compensation accounts the value of which is adjusted to
     reflect notional or deemed earnings and losses.

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

          The information specified in Item 1 and Item 2 of Part I of the
Registration Statement on Form S-8 (the "Registration Statement") is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act and the introductory note to Part I of the Registration
Statement. The documents containing the information specified in Part I will be
delivered to the participants in the plan covered by this Registration Statement
as required by Rule 428(b)(1).

ITEM 1.   PLAN INFORMATION.

          Not required to be filed in the Registration Statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not required to be filed in the Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents are incorporated herein by reference:

          (1)  The Annual Report on Form 20-F of ABN AMRO Holding N.V. ("ABN
               AMRO", the "Company" or the "Registrant"), filed with the
               Securities and Exchange Commission (the "Commission") for the
               year ended December 31, 2005, pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (2)  ABN AMRO's Reports on Form 6-K furnished to the Commission on
               February 16, 2007, February 14, 2007, January 26, 2007, January
               25, 2007, January 24, 2007, January 9, 2007, November 13, 2006,
               October 20, 2006, October 12, 2006, October 6, 2006, September
               29, 2006, September 15, 2006, September 14, 2006, August 16,
               2006, August 9, 2006, August 4, 2006 (announcing ABN AMRO's
               exercise of its right to acquire remaining Banca Antonveneta
               shares and its agreement in principle to sell certain activities
               of Bouwfonds), June 30, 2006, June 14, 2006, April 28, 2006,
               March 31, 2006, March 16, 2006, March 2, 2006 and February 2,
               2006.

          All documents subsequently filed by ABN AMRO, and all documents
subsequently filed under ABN AMRO Global Key Employee Retention Plan (the
"Plan"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date hereof and prior to the filing of a post-effective amendment to
this Registration Statement 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 in the registration statement and to
be a part hereof from the date of filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein), modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          ABN AMRO Global Key Employee Retention Plan (the "Plan") is an element
of ABN AMRO Holding N.V.'s discretionary compensation package designed to retain
key employees of ABN AMRO Holding N.V. and its subsidiaries. Under the Plan, a
pre-tax amount of each participant's annual bonus, as determined by the Plan
Committee based on the amount of the bonus, is deferred and allocated to Plan
units which track the value of certain investments and are normally paid out
following "vesting." The obligations under the Plan are unsecured general
obligations of ABN AMRO Holding N.V. or its subsidiary to pay at a future date
any amounts to which a participant is entitled under the terms of the Plan. A
memorandum bookkeeping account is maintained for each participant under the Plan
to which deferrals of each participant's compensation under the Plan are
credited. Each account is also adjusted to reflect notional or deemed earnings
and losses. The amount of each participant's benefit under the Plan equals the
value of each participant's account, subject to the vesting provisions of the
Plan. Plan units do not give the participants any rights to or interest in any
investments, but simply track the value of certain investments, so that any
entitlement a participant may have would be in relation to the economic value of
these underlying investments and not to the underlying investments themselves.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Articles of Association of Registrant contain no provisions under
which any member of the Supervisory Board or the Managing Board or any officer
is indemnified in any manner against any liability which he or she may incur in
the capacity as such. However, the Articles of Association of Registrant provide
that the annual accounts shall be adopted at the shareholders meeting and that
the shareholders meeting shall make all decisions regarding the discharge of the
members of Registrant's Managing Board and Supervisory Board in respect of their
management and supervision respectively. Under Dutch law, this discharge is not
absolute and would not be effective as to any matters not disclosed to
Registrant's shareholders. Furthermore, this discharge may not set aside general
rules regarding liability of the members of the Managing Board with regard to
the proper fulfillment of their task.
Certain officers and members of the Supervisory Board and the Managing
Board of Registrant 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.
-------   ----------------------------------------------------------------------
    4.1   Rules of the ABN AMRO Global Key Employee Retention Plan.*

    5.1   Opinion of NautaDutilh N.V.*

    5.2   Opinion of White & Case LLP.*

   23.1   Consent of Ernst & Young Accountants, Independent Registered Public
          Accounting Firm.*

   23.2   Consent of NautaDutilh N.V. (included in their opinion filed as
          Exhibit 5.1).*

   23.3   Consent of White & Case LLP (included in their opinion filed as
          Exhibit 5.2).*

   24.1   Power of Attorney (included in the signature pages hereof).*

*  Filed herewith.
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 the Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and

               (iii) To include any material 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;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be (
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (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 the purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) 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 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
          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 Securities Act and will be governed by the final
          adjudication of such issue.
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, on this 20th day of February, 2007 in the city of London, England in
the case of Simon Rogers and in the city of Amsterdam, The Netherlands in the
case of David Clifford.

                             ABN AMRO Holding N.V.
                             (Registrant)

                             By: /s/ Simon Rogers
                                 -----------------------------------------------
                                 Name: Simon Rogers
                                 Title: Global Head of International Assignments

                             By: /s/ David Clifford
                                 -----------------------------------------------
                                 Name: David Clifford
                                 Title: Head of CoE Rewards

                                POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below, constitutes and appoints Cheryl Avery, Robert Church, Simon Rogers and
David Clifford our true and lawful attorneys-in-fact and agents, upon the action
of any two of such appointees, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable ABN AMRO Holding N.V. to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any requirements of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the filing with the Commission of this
Registration Statement under the Securities Act, including specifically but
without limitation, power and authority to sign the name of the undersigned to
such Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Commission, to
sign any and all applications, registration statements, notices or other
documents necessary or advisable to comply with applicable state securities
laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto said
attorneys-in-fact and agents full power and authority to do and to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                       Titles                       Date
--------------------------------------------      ------------------------------     ---------------
Chairman of the Managing       February 19, 2007
        / S / R.W.J. Groenink                                  Board
--------------------------------------------       (Principal Executive Officer)
            R.W.J. Groenink

        / S / H.Y. Scott-Barrett                  Member of the Managing Board       February 19, 2007
--------------------------------------------      (Principal Financial Officer)
             H.Y. Scott-Barrett

             / S / P. Hofste                      (Principal Accounting Officer)     February 19, 2007
--------------------------------------------
                P. Hofste

                                                  Member of the Managing Board       February 19, 2007
--------------------------------------------
             H.G. Boumeester

             / S / W.G. Jiskoot                   Member of the Managing Board       February 19, 2007
--------------------------------------------
              W. G. Jiskoot

             / S / J.Ch.L. Kuiper                 Member of the Managing Board       February 19, 2007
--------------------------------------------
               J.Ch.L. Kuiper

             / S / P.S. Overmars                  Member of the Managing Board       February 19, 2007
--------------------------------------------
                P.S. Overmars

             / S / R. Teerlink
--------------------------------------------      Member of the Managing Board       February 19, 2007
                R. Teerlink
AUTHORIZED REPRESENTATIVE

By:     /s/ Annemieke van der Werff
        ------------------------------------
        Annemieke van der Werff as the
        duly authorized representative of
        ABN AMRO Holding N.V. in the United
        States

Date:   February 20, 2007

AUTHORIZED REPRESENTATIVE

By:     /s/ Norman Bobins
        ------------------------------------
        Norman Bobins as the
        duly authorized representative of
        ABN AMRO Holding N.V. in the United
        States

Date:   February 20, 2007
SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authored, in the city of London, England, on
this 20th day of February, 2007.

                                     ABN AMRO Global Key Employee Retention Plan
                                     (Registrant)

                                     By:
                                         /s/ Simon Rogers
                                         ---------------------------------------
                                         Simon Rogers, Authorized signatory
EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------------------------------------------------------------
       4.1     Rules of the ABN AMRO Global Key Employee Retention Plan.*

       5.1     Opinion of NautaDutilh N.V.*

       5.2     Opinion of White & Case LLP.*

      23.1     Consent of Ernst & Young Accountants, Independent Registered
               Public Accounting Firm.*

      23.2     Consent of NautaDutilh N.V. (included in their opinion filed as
               Exhibit 5.1).*

      23.3     Consent of White & Case LLP.* (included in their opinion filed as
               Exhibit 5.2).*

      24.1     Power of Attorney (included in the signature pages hereof).*

*  Filed herewith.