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)

           ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN
             ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2006
          (CONSISTING OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2006 AND
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006)
                            (Full Title of the Plan)

                            WILHEMUS C.M. 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

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                           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          $39.16           $430,760,000      $13,224.33
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 Royal 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 Royal Philips Electronics Nonqualified Stock Purchase Plan and
         10,000,000 of the shares are registered to be offered or sold pursuant
         to the Royal Philips Electronics Long-Term Incentive Plan 2006.

     (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 February 15, 2007.





<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  Royal  Philips
Electronics  Nonqualified  Stock  Purchase  Plan.  After  giving  effect to this
filing,  an aggregate of 8,609,460 shares of the registrant's  common stock have
been  registered  for  issuance  pursuant  to  the  Royal  Philips   Electronics
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 subsequent  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:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 2006 (File No. 001-05146-01) filed with the Commission on February 20, 2007;

         (b) The  Annual  Report on Form 11-K of the Royal  Philips  Electronics
Nonqualified  Stock  Purchase  Plan  (File  No.  001-05146-01)  filed  with  the
Commission on October 30, 2006; and

         (c) The description of our common shares, par value 0.20 euro per share
is contained  in the  registration  statement on Form S-8 (File No.  333-125280)
filed with the  Commission on May 26, 2005.  Such  description is hereby amended
and supplemented in the following respects: (i) changing the previously reported
authorized  capital of  1,300,000,000  euros to  1,000,000,000  euros,  which is
comprised  of  2,500,000,000  common  shares  of  0.20  euro  and  2,500,000,000
preference shares of 0.20 euro, (ii) noting that Stichting  Preferente  Aandelen
Philips (the  "Foundation") has the right to acquire  "preference  shares in our
capital",  rather  than  "protective  preference  shares",  (iii)  updating  the
composition of the self-electing board of the Foundation to include Messrs. D.D.
de Bree, F.Y.G.M Cremers,  M.W. den Boogert, W. de Kleuver and G.J. Kleisterlee,
(iv) indicating that both Messrs. de Kleuver and Kleisterlee are not entitled to
vote,  (v) indicating  that the board of the Foundation is independent  from the
Company as required by the Listing  Requirements  of Euronext  Amsterdam  N.V.'s
stock market, rather than the Amsterdam Exchange, (vi) updating the reference to
September 30, 2006 to September  30, 2007 under the heading  "Issuance of Shares
and Preemptive Rights" and (vii) updating the reference to September 30, 2006 to
April 28, 2008 under the Heading "Repurchase of Common Shares."

         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.

<PAGE>

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 provide that,
unless the law requires otherwise, the members of the board of management and of
the  supervisory  board shall be  reimbursed by Royal  Philips  Electronics  for
various costs and expenses,  including the reasonable  costs of defending claims
and of appearing in legal  proceedings and any damages which they are ordered to
pay in  respect  of an act or  failure  to  act  in the  exercise  of  functions
performed  at the  request  of the  Royal  Philips  Electronics.  Under  certain
circumstances,  described in the articles of association, such as if it has been
established in a final judgment by a Dutch court or by an arbitrator that an act
or  failure  to act by a member of the board of  management  or the  supervisory
board  can  be  characterized  as  intentional  (`opzettelijk'),   intentionally
reckless (`bewust  roekeloos') or seriously culpable (`ernstig  verwijtbaar') or
if the costs and expenses are reimbursed by insurers under an insurance  policy,
there will be no entitlement to this reimbursement.

         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            Royal  Philips  Electronics   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), filed with the commission on June 13, 2000)

4.2            Global  Philips Stock Option  Program 2006 (part of Royal Philips
               Electronics Long-Term Incentive Plan 2006)

4.3            Global  Philips  Restricted  Share  Rights  Program 2006 (part of
               Royal Philips Electronics Long-Term Incentive Plan 2006)

23.1           Consent of the Independent Registered Public Accounting Firm

24             Power of attorney (included on signature page).


ITEM 9.       UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:


<PAGE>

              (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  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,  (the  "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; 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 Act, 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 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 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>

                     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 February 15, 2007.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By:   /s/ Eric Coutinho
                                 ----------------------------
                           Name: Eric Coutinho
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Wilhemus C.M. Groenhuysen as 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 February 15, 2007.

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/ P.J. Sivignon                   and Chief Financial Officer
------------------------------
P.J. Sivignon

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

                                      II-1

<PAGE>

Name                                Title
----                                -----

                                    Executive Vice-President, Member of the
/s/ R.S. Provoost                   Board of Management
------------------------------
R.S. Provoost
                                    Executive Vice-President, Member of the
/s/ T.W.H. van Deursen              Board of Management
------------------------------
T.W.H. van Deursen

/s/ W. de Kleuver                   Chairman of the Supervisory Board
------------------------------
W. de Kleuver

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

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

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

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

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

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

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

/s/ N.L. Wong                       Member of the Supervisory Board
------------------------------
N.L. Wong

                                      II-2

<PAGE>

Name                                Title
----                                -----

/s/ J.J. Schiro                     Member of the Supervisory Board
------------------------------
J.J. Schiro

/s/ Wilhemus C.M. Groenhuysen       Duly authorized representative in the
------------------------------      United States
Wilhemus C.M. Groenhuysen




                                      II-3

<PAGE>


          SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS 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 February 15, 2007

                                  ROYAL PHILIPS ELECTRONICS
                                  NONQUALIFIED STOCK PURCHASE PLAN


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





                                      II-4

<PAGE>

                                INDEX TO EXHIBITS

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

4.1            Royal  Philips  Electronics   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), filed with the commission on June 13, 2000)

4.2            Global  Philips Stock Option  Program 2006 (part of Royal Philips
               Electronics Long-Term Incentive Plan 2006)

4.3            Global  Philips  Restricted  Share  Rights  Program 2006 (part of
               Royal Philips Electronics Long-Term Incentive Plan 2006)

23.1           Consent of the Independent Registered Public Accounting Firm

24             Power of attorney (included on signature page).
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{"company-data": {"conformed-name": "KONINKLIJKE PHILIPS ELECTRONICS NV", "cik": "0000313216", "assigned-sic": "3600", "irs-number": "000000000", "state-of-incorporation": "P7", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140784", "film-number": "07634934"}, "business-address": {"street1": "BREITNER CENTER", "street2": "AMSTELPLEIN 2", "city": "AMSTERDAM", "state": "P7", "zip": "1096 BC", "phone": "31 20 59 77777"}, "mail-address": {"street1": "BREITNER CENTER", "street2": "AMSTELPLEIN 2", "city": "AMSTERDAM", "state": "P7", "zip": "1096 BC"}, "former-company": [{"former-conformed-name": "PHILIPS ELECTRONICS N V", "date-changed": "19930727"}, {"former-conformed-name": "PHILIPS NV", "date-changed": "19910903"}]}
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)

           ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN
             ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2006
          (CONSISTING OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2006 AND
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006)
                            (Full Title of the Plan)

                            WILHEMUS C.M. 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
===========================================================================================================
                                                           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
-----------------------------------------------------------------------------------------------------------
Common Shares of Koninklijke Philips     11,000,000          $39.16           $430,760,000      $13,224.33
Electronics N.V., par value 0.20
Euro per share (1)
===========================================================================================================
(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 Royal 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 Royal Philips Electronics Nonqualified Stock Purchase Plan and
         10,000,000 of the shares are registered to be offered or sold pursuant
         to the Royal Philips Electronics Long-Term Incentive Plan 2006.

     (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 February 15, 2007.
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  Royal  Philips
Electronics  Nonqualified  Stock  Purchase  Plan.  After  giving  effect to this
filing,  an aggregate of 8,609,460 shares of the registrant's  common stock have
been  registered  for  issuance  pursuant  to  the  Royal  Philips   Electronics
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.
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 subsequent  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:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 2006 (File No. 001-05146-01) filed with the Commission on February 20, 2007;

         (b) The  Annual  Report on Form 11-K of the Royal  Philips  Electronics
Nonqualified  Stock  Purchase  Plan  (File  No.  001-05146-01)  filed  with  the
Commission on October 30, 2006; and

         (c) The description of our common shares, par value 0.20 euro per share
is contained  in the  registration  statement on Form S-8 (File No.  333-125280)
filed with the  Commission on May 26, 2005.  Such  description is hereby amended
and supplemented in the following respects: (i) changing the previously reported
authorized  capital of  1,300,000,000  euros to  1,000,000,000  euros,  which is
comprised  of  2,500,000,000  common  shares  of  0.20  euro  and  2,500,000,000
preference shares of 0.20 euro, (ii) noting that Stichting  Preferente  Aandelen
Philips (the  "Foundation") has the right to acquire  "preference  shares in our
capital",  rather  than  "protective  preference  shares",  (iii)  updating  the
composition of the self-electing board of the Foundation to include Messrs. D.D.
de Bree, F.Y.G.M Cremers,  M.W. den Boogert, W. de Kleuver and G.J. Kleisterlee,
(iv) indicating that both Messrs. de Kleuver and Kleisterlee are not entitled to
vote,  (v) indicating  that the board of the Foundation is independent  from the
Company as required by the Listing  Requirements  of Euronext  Amsterdam  N.V.'s
stock market, rather than the Amsterdam Exchange, (vi) updating the reference to
September 30, 2006 to September  30, 2007 under the heading  "Issuance of Shares
and Preemptive Rights" and (vii) updating the reference to September 30, 2006 to
April 28, 2008 under the Heading "Repurchase of Common Shares."

         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 provide that,
unless the law requires otherwise, the members of the board of management and of
the  supervisory  board shall be  reimbursed by Royal  Philips  Electronics  for
various costs and expenses,  including the reasonable  costs of defending claims
and of appearing in legal  proceedings and any damages which they are ordered to
pay in  respect  of an act or  failure  to  act  in the  exercise  of  functions
performed  at the  request  of the  Royal  Philips  Electronics.  Under  certain
circumstances,  described in the articles of association, such as if it has been
established in a final judgment by a Dutch court or by an arbitrator that an act
or  failure  to act by a member of the board of  management  or the  supervisory
board  can  be  characterized  as  intentional  (`opzettelijk'),   intentionally
reckless (`bewust  roekeloos') or seriously culpable (`ernstig  verwijtbaar') or
if the costs and expenses are reimbursed by insurers under an insurance  policy,
there will be no entitlement to this reimbursement.

         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            Royal  Philips  Electronics   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), filed with the commission on June 13, 2000)

4.2            Global  Philips Stock Option  Program 2006 (part of Royal Philips
               Electronics Long-Term Incentive Plan 2006)

4.3            Global  Philips  Restricted  Share  Rights  Program 2006 (part of
               Royal Philips Electronics Long-Term Incentive Plan 2006)

23.1           Consent of the Independent Registered Public Accounting Firm

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
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;

              (2) That, for the purpose of determining  any liability  under the
Securities  Act of 1933,  as  amended,  (the  "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; 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 Act, 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 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 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.
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 February 15, 2007.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.

                           By:   /s/ Eric Coutinho
                                 ----------------------------
                           Name: Eric Coutinho
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Wilhemus C.M. Groenhuysen as 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 February 15, 2007.

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/ P.J. Sivignon                   and Chief Financial Officer
------------------------------
P.J. Sivignon

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

                                      II-1
Name                                Title
----                                -----

                                    Executive Vice-President, Member of the
/s/ R.S. Provoost                   Board of Management
------------------------------
R.S. Provoost
                                    Executive Vice-President, Member of the
/s/ T.W.H. van Deursen              Board of Management
------------------------------
T.W.H. van Deursen

/s/ W. de Kleuver                   Chairman of the Supervisory Board
------------------------------
W. de Kleuver

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

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

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

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

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

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

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

/s/ N.L. Wong                       Member of the Supervisory Board
------------------------------
N.L. Wong

                                      II-2
Name                                Title
----                                -----

/s/ J.J. Schiro                     Member of the Supervisory Board
------------------------------
J.J. Schiro

/s/ Wilhemus C.M. Groenhuysen       Duly authorized representative in the
------------------------------      United States
Wilhemus C.M. Groenhuysen

                                      II-3
SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS 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 February 15, 2007

                                  ROYAL PHILIPS ELECTRONICS
                                  NONQUALIFIED STOCK PURCHASE PLAN

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

                                      II-4
INDEX TO EXHIBITS

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

4.1            Royal  Philips  Electronics   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), filed with the commission on June 13, 2000)

4.2            Global  Philips Stock Option  Program 2006 (part of Royal Philips
               Electronics Long-Term Incentive Plan 2006)

4.3            Global  Philips  Restricted  Share  Rights  Program 2006 (part of
               Royal Philips Electronics Long-Term Incentive Plan 2006)

23.1           Consent of the Independent Registered Public Accounting Firm

24             Power of attorney (included on signature page).