AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 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

                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
             (Exact Name of Registrant as Specified in Its Charter)

                            ROYAL PHILIPS ELECTRONICS
                     (Registrant's Name for Use in English)

                                 THE NETHERLANDS
         (State or Other Jurisdiction of Incorporation or Organization)

                                      NONE
                     (I.R.S. Employer Identification Number)

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

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                  BELINDA CHEW
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0633
            (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:
                               ANDREW D. SOUSSLOFF
                               SULLIVAN & CROMWELL
                 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      PER SHARE (2)    OFFERING PRICE (2)       FEE
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>             <C>                  <C>
Common Shares of Koninklijke Philips     1,600,000           $29.03          $46,450,000          $4,274
Electronics N.V., par value 0.20         shares
Euro per share (1)
===========================================================================================================
</TABLE>

     (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
          this  registration  statement also covers an  indeterminate  amount of
          interests to be offered or sold  pursuant to the  Koninklijke  Philips
          Electronics   Nonqualified  Stock  Purchase  Plan.  Pursuant  to  Rule
          457(h)(2) no fee is payable with respect to the  registration of these
          interests.

     (2)  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 May 3, 2002.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         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 plan  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.  After giving  effect to this filing,  an aggregate of
3,109,460  shares of the  registrant's  common shares have been  registered  for
issuance pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock
Purchase Plan.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission (the "Commission")  allows us to
"incorporate by reference" the  information we file with them,  which means that
we  can  disclose  important  information  to  you by  referring  you  to  those
documents. The information incorporated by reference is considered to be part of
this  registration  statement,  and  later  information  that we file  with  the
Commission will automatically update and supersede this information. Information
set  forth  in this  registration  statement  supersedes  any  previously  filed
information that is incorporated by reference into this registration  statement.
We  incorporate  by reference  into this  registration  statement  the following
documents:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 2001 (File No. 1-5146-01), filed with the Commission on May 2, 2002;

         (b)  The  Annual  Report  on  Form  11-K  of  the  Koninklijke  Philips
Electronics N.V.  Nonqualified Stock Purchase Plan (File No.  1-5146-01),  filed
with the Commission on October 29, 2001; and

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

In addition,  to the extent designated therein,  certain Reports on Form 6-K and
all documents filed by Royal Philips Electronics under sections 13(a), 13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  after  the  date  of this
registration  statement,  but prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.

ITEM 4.       DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The articles of  association  of Royal Philips  Electronics  contain no
provisions  under  which any member of its board of  management  or  supervisory
board or officers is indemnified  in any manner  against any liability  which he
may incur in his  capacity  as such.  However,  article  36 of the  articles  of
association  of Royal  Philips  Electronics  provides:  "Adoption by the General
Meeting  of  Shareholders  of  the  annual  accounts  ...  without  any  express
reservation made by the General Meeting of Shareholders shall have the effect of
fully  discharging  the  Board of  Management  and the  Supervisory  Board  from
liability for  performance  of their  respective  duties in the  financial  year
concerned."

<PAGE>


         Under Netherlands' law, this discharge is not absolute and would not be
effective as to any matters not disclosed in the annual  accounts and the report
of the board of management,  as presented to and adopted by the general  meeting
of shareholders.

         Members of the board of management,  the supervisory  board and certain
officers of Royal Philips Electronics are, to a limited extent, insured under an
insurance  policy  against  damages  resulting from their conduct when acting in
their capacities as such.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.       EXHIBITS

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

23.1                Consent of KPMG  Accountants  N.V.

24                  Power of attorney (included on signature page).


ITEM 9.       UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement;

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>


         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

                     SIGNATURES OF ROYAL PHILIPS ELECTRONICS

         Pursuant to the requirements of the Securities Act of 1933, as amended,
KONINKLIJKE PHILIPS ELECTRONICS N.V. certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,   thereunto  duly  authorized,   in  the  City  of  Amsterdam,  The
Netherlands, on May 8, 2002.

                    KONINKLIJKE PHILIPS ELECTRONICS N.V.


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

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  Belinda  Chew 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 May 8, 2002.

Name                                       Title
----                                       -----


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


/s/ J. H. M. Hommen                        Executive Vice-President, Member of
---------------------------                the Board of Management and Chief
J. H. M. Hommen                            Financial Officer


/s/ A. P. M. van der Poel                  Executive Vice-President, Member of
---------------------------                the Board of Management
A. P. M. van der Poel


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


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

<PAGE>


/s/ L. C. van Wachem                       Chairman of the Supervisory Board
---------------------------
L. C. van Wachem


----------------------------               Vice-Chairman and Secretary of the
W. de Kleuver                              Supervisory Board


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


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


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


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


/s/  Belinda Chew                          Duly authorized representative in the
--------------------                       United States
Belinda Chew


                                      II-2


<PAGE>


              SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V.
                        NONQUALIFIED STOCK PURCHASE PLAN


Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of New York, State of New York, on May 8, 2002.


                                    KONINKLIJKE PHILIPS ELECTRONICS N.V.
                                    NONQUALIFIED STOCK PURCHASE PLAN


                                    By: /s/ Kevin Doran
                                        -----------------------------------
                                        Name:  Kevin Doran
                                        Title: Chairman, Stock Purchase Plan
                                               Committee


                                      II-3


<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.         Description

4.2                 Koninklijke 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),  as filed with the  Commission on
                    June 13, 2000).

23.1                Consent of KPMG Accountants N.V.

24                  Power of attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "sc114154.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16996}]
{"company-data": {"conformed-name": "KONINKLIJKE PHILIPS ELECTRONICS NV", "cik": "0000313216", "assigned-sic": "3600", "state-of-incorporation": "P7", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87852", "film-number": "02638525"}, "business-address": {"street1": "REMBRANDT TOWER AMSTELPLEIN 1", "street2": "1096 HA AMSTERDAM", "city": "THE NETHERLANDS", "phone": "0113140791"}, "mail-address": {"street1": "REMBRANDT TOWER AMSTELPLEIN 1", "street2": "1096 HA AMSTERDAM", "city": "THE NETHERLANDS"}, "former-company": [{"former-conformed-name": "PHILIPS NV", "date-changed": "19910903"}, {"former-conformed-name": "PHILIPS ELECTRONICS N V", "date-changed": "19930727"}]}
AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 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

                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
             (Exact Name of Registrant as Specified in Its Charter)

                            ROYAL PHILIPS ELECTRONICS
                     (Registrant's Name for Use in English)

                                 THE NETHERLANDS
         (State or Other Jurisdiction of Incorporation or Organization)

                                      NONE
                     (I.R.S. Employer Identification Number)

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

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                  BELINDA CHEW
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0633
            (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:
                               ANDREW D. SOUSSLOFF
                               SULLIVAN & CROMWELL
                 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      PER SHARE (2)    OFFERING PRICE (2)       FEE
-----------------------------------------------------------------------------------------------------------
Common Shares of Koninklijke Philips     1,600,000           $29.03          $46,450,000          $4,274
Electronics N.V., par value 0.20         shares
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  Koninklijke  Philips
          Electronics   Nonqualified  Stock  Purchase  Plan.  Pursuant  to  Rule
          457(h)(2) no fee is payable with respect to the  registration of these
          interests.

     (2)  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 May 3, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         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 plan  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.  After giving  effect to this filing,  an aggregate of
3,109,460  shares of the  registrant's  common shares have been  registered  for
issuance pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock
Purchase Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission (the "Commission")  allows us to
"incorporate by reference" the  information we file with them,  which means that
we  can  disclose  important  information  to  you by  referring  you  to  those
documents. The information incorporated by reference is considered to be part of
this  registration  statement,  and  later  information  that we file  with  the
Commission will automatically update and supersede this information. Information
set  forth  in this  registration  statement  supersedes  any  previously  filed
information that is incorporated by reference into this registration  statement.
We  incorporate  by reference  into this  registration  statement  the following
documents:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 2001 (File No. 1-5146-01), filed with the Commission on May 2, 2002;

         (b)  The  Annual  Report  on  Form  11-K  of  the  Koninklijke  Philips
Electronics N.V.  Nonqualified Stock Purchase Plan (File No.  1-5146-01),  filed
with the Commission on October 29, 2001; and

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

In addition,  to the extent designated therein,  certain Reports on Form 6-K and
all documents filed by Royal Philips Electronics under sections 13(a), 13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  after  the  date  of this
registration  statement,  but prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.

ITEM 4.       DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The articles of  association  of Royal Philips  Electronics  contain no
provisions  under  which any member of its board of  management  or  supervisory
board or officers is indemnified  in any manner  against any liability  which he
may incur in his  capacity  as such.  However,  article  36 of the  articles  of
association  of Royal  Philips  Electronics  provides:  "Adoption by the General
Meeting  of  Shareholders  of  the  annual  accounts  ...  without  any  express
reservation made by the General Meeting of Shareholders shall have the effect of
fully  discharging  the  Board of  Management  and the  Supervisory  Board  from
liability for  performance  of their  respective  duties in the  financial  year
concerned."
Under Netherlands' law, this discharge is not absolute and would not be
effective as to any matters not disclosed in the annual  accounts and the report
of the board of management,  as presented to and adopted by the general  meeting
of shareholders.

         Members of the board of management,  the supervisory  board and certain
officers of Royal Philips Electronics are, to a limited extent, insured under an
insurance  policy  against  damages  resulting from their conduct when acting in
their capacities as such.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.       EXHIBITS

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

23.1                Consent of KPMG  Accountants  N.V.

24                  Power of attorney (included on signature page).

ITEM 9.       UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement;

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 May 8, 2002.

                    KONINKLIJKE PHILIPS ELECTRONICS N.V.

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

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  Belinda  Chew 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 May 8, 2002.

Name                                       Title
----                                       -----

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

/s/ J. H. M. Hommen                        Executive Vice-President, Member of
---------------------------                the Board of Management and Chief
J. H. M. Hommen                            Financial Officer

/s/ A. P. M. van der Poel                  Executive Vice-President, Member of
---------------------------                the Board of Management
A. P. M. van der Poel

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

/s/ A. Huijser                             Executive Vice-President, Member of
---------------------------                the Board of Management
A. Huijser
/s/ L. C. van Wachem                       Chairman of the Supervisory Board
---------------------------
L. C. van Wachem

----------------------------               Vice-Chairman and Secretary of the
W. de Kleuver                              Supervisory Board

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

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

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

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

/s/  Belinda Chew                          Duly authorized representative in the
--------------------                       United States
Belinda Chew

                                      II-2
SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V.
                        NONQUALIFIED STOCK PURCHASE PLAN

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of New York, State of New York, on May 8, 2002.

                                    KONINKLIJKE PHILIPS ELECTRONICS N.V.
                                    NONQUALIFIED STOCK PURCHASE PLAN

                                    By: /s/ Kevin Doran
                                        -----------------------------------
                                        Name:  Kevin Doran
                                        Title: Chairman, Stock Purchase Plan
                                               Committee

                                      II-3
INDEX TO EXHIBITS

Exhibit No.         Description

4.2                 Koninklijke 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),  as filed with the  Commission on
                    June 13, 2000).

23.1                Consent of KPMG Accountants N.V.

24                  Power of attorney (included on signature page).