AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999
                                                      REGISTRATION NO. 333-_____
================================================================================

                       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)

        REMBRANDT TOWER, AMSTELPLEIN 1, AMSTERDAM 1070MX, THE NETHERLANDS
                    (Address of Principal Executive Offices)

                  PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
                             1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                LYNNE A. BEZIKOS
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0612
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                                                     PROPOSED          PROPOSED
                                                                      MAXIMUM           MAXIMUM         AMOUNT OF
     TITLE OF EACH CLASS OF                                        OFFERING PRICE      AGGREGATE      REGISTRATION
  SECURITIES TO BE REGISTERED        AMOUNT TO BE REGISTERED        PER SHARE(1)     OFFERING PRICE       FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                       <C>            <C>               <C>    
COMMON SHARES OF KONINKLIJKE                 625,000                   $71.71         $44,818,750       $13,222
PHILIPS ELECTRONICS N.V.,  PAR
VALUE 10 DUTCH GUILDERS PER
SHARE
===================================================================================================================
<FN>
(1)  CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
     PURSUANT TO RULE 457(h) BASED UPON THE PRICE AT WHICH THE OPTIONS MAY BE
     EXERCISED, $71.71 PER SHARE.
</FN>
</TABLE>
<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
(the  "Securities  Act"),  this  registration  statement  omits the  information
specified  in Part I of Form  S-8.  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).  Such documents are not
being filed with the Securities and Exchange  Commission (the  "Commission")  as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.


                                       I-2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed in (a)  through  (c) below are  incorporated  by
reference in the  registration  statement;  and all  documents  (including  Form
20-Fs)  subsequently  filed and, to the extent (if any)  provided  therein,  any
further documents subsequently furnished (including Form 6-Ks) by the Registrant
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange  Act"),  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered 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 part thereof from the date of
filing of such documents.

         (a) The  registrant's  latest annual  report filed  pursuant to Section
13(a) or 15(d) of the Exchange Act, or either:  (1) the latest  prospectus filed
pursuant  to Rule  424(b)  under the  Securities  Act of 1933 (the  "Act")  that
contains audited  financial  statements for the Registrant's  latest fiscal year
for which such  statements have been filed,  or (2) the  Registrant's  effective
registration  statement  on Form 20-F filed under the  Exchange  Act  containing
audited financial statements for the registrant's latest fiscal year.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The  description of the  Registrant's  Common Shares,  par value 10
Dutch  guilders  per  share  ("Common  Shares"),  contained  in  a  registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

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

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


                                      II-1

<PAGE>



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  40 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             Philips  Electronics North America Corporation 1998 Stock Option
                Plan, dated February 12, 1998.

23.1            Consent of KPMG Accountants N.V.

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,  each such  post-effective  amendment shall be
          deemed to be a new registration statement

                                      II-2

<PAGE>



          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, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or 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 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.

                                      II-3

<PAGE>



                     SIGNATURES OF ROYAL PHILIPS ELECTRONICS

         Pursuant to the requirements of the Securities Act of 1933, 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 January
6, 1999.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By: /s/ A. Westerlaken
                              ---------------------------
                           Name:  A. Westerlaken
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  Lynne A. Bezikos 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,  this
Registration Statement has been signed by the following persons in the indicated
capacities on January 6, 1999.

Name                              Title
----                              -----

/s/ Cor Boonstra                  President, Chairman of the Board of Management
----------------------------      (Principal Executive Officer)
Cor Boonstra

/s/ Dudley G. Eustace             Executive Vice-President, Vice-Chairman of
----------------------------      the Board of Management
Dudley G. Eustace

/s/ Jan H.M. Hommen               Executive Vice-President, Member of the Board
----------------------------      of Management and Chief Financial Officer
Jan H.M. Hommen                   (Principal Financial and Accounting Officer)

/s/ Adri Baan                     Executive Vice-President, Member of the Board
----------------------------      of Management
Adri Baan

/s/ Doug J. Dunn                  Executive Vice-President, Member of the Board
----------------------------      of Management
Doug J. Dunn

/s/ Y. C. Lo                      Executive Vice-President, Member of the Board
----------------------------      of Management
Y.C. Lo



                                      II-4

<PAGE>



Name                              Title
----                              -----


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

/s/ John W. Whybrow               Executive Vice-President, Member of the Board
----------------------------      of Management
John W. Whybrow                   

/s/ Roel Pieper                   Executive Vice-President, Member of the Board
----------------------------      of Management
Roel Pieper                       

/s/ F.A. Maljers                  Chairman of the Supervisory Board
----------------------------      
F.A. Maljers

/s/ A. Leysen                     Vice-Chairman of the Supervisory Board
----------------------------      
A. Leysen

/s/ W. Hilger                     Member of the Supervisory Board
----------------------------      
W. Hilger

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

/s/ C.J. Oort                     Member of the Supervisory Board
----------------------------      
C.J. Oort

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

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

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

/s/ Lynne A. Bezikos              Duly authorized representative in the United
----------------------------      States
Lynne A. Bezikos




                                      II-5

<PAGE>



                                INDEX TO EXHIBITS

4.1       Philips Electronics North America Corporation 1998 Stock Option Plan,
          dated February 12, 1998.

23.1      Consent of KPMG Accountants N.V.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16042}]
{"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": "333-70215", "film-number": "99502242"}, "business-address": {"street1": "REMBRANDT TOWER AMSTELPLEIN 1", "street2": "1096 HA AMSTERDAM", "city": "THE NETHERLANDS"}, "mail-address": {"street1": "REMBRANDT TOWER AMSTELPLEIN 1", "street2": "1096 HA AMSTERDAM", "city": "THE NETHERLANDS"}, "former-company": {"former-conformed-name": "PHILIPS ELECTRONICS N V", "date-changed": "19930727"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999
                                                      REGISTRATION NO. 333-_____
================================================================================

                       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)

        REMBRANDT TOWER, AMSTELPLEIN 1, AMSTERDAM 1070MX, THE NETHERLANDS
                    (Address of Principal Executive Offices)

                  PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
                             1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                LYNNE A. BEZIKOS
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0612
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

                                                                     PROPOSED          PROPOSED
                                                                      MAXIMUM           MAXIMUM         AMOUNT OF
     TITLE OF EACH CLASS OF                                        OFFERING PRICE      AGGREGATE      REGISTRATION
  SECURITIES TO BE REGISTERED        AMOUNT TO BE REGISTERED        PER SHARE(1)     OFFERING PRICE       FEE
-------------------------------------------------------------------------------------------------------------------
COMMON SHARES OF KONINKLIJKE                 625,000                   $71.71         $44,818,750       $13,222
PHILIPS ELECTRONICS N.V.,  PAR
VALUE 10 DUTCH GUILDERS PER
SHARE
===================================================================================================================
(1)  CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
     PURSUANT TO RULE 457(h) BASED UPON THE PRICE AT WHICH THE OPTIONS MAY BE
     EXERCISED, $71.71 PER SHARE.
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
(the  "Securities  Act"),  this  registration  statement  omits the  information
specified  in Part I of Form  S-8.  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).  Such documents are not
being filed with the Securities and Exchange  Commission (the  "Commission")  as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed in (a)  through  (c) below are  incorporated  by
reference in the  registration  statement;  and all  documents  (including  Form
20-Fs)  subsequently  filed and, to the extent (if any)  provided  therein,  any
further documents subsequently furnished (including Form 6-Ks) by the Registrant
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange  Act"),  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered 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 part thereof from the date of
filing of such documents.

         (a) The  registrant's  latest annual  report filed  pursuant to Section
13(a) or 15(d) of the Exchange Act, or either:  (1) the latest  prospectus filed
pursuant  to Rule  424(b)  under the  Securities  Act of 1933 (the  "Act")  that
contains audited  financial  statements for the Registrant's  latest fiscal year
for which such  statements have been filed,  or (2) the  Registrant's  effective
registration  statement  on Form 20-F filed under the  Exchange  Act  containing
audited financial statements for the registrant's latest fiscal year.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The  description of the  Registrant's  Common Shares,  par value 10
Dutch  guilders  per  share  ("Common  Shares"),  contained  in  a  registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.

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

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      II-1
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  40 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             Philips  Electronics North America Corporation 1998 Stock Option
                Plan, dated February 12, 1998.

23.1            Consent of KPMG Accountants N.V.

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,  each such  post-effective  amendment shall be
          deemed to be a new registration statement

                                      II-2
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, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or 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 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.

                                      II-3
SIGNATURES OF ROYAL PHILIPS ELECTRONICS

         Pursuant to the requirements of the Securities Act of 1933, 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 January
6, 1999.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.

                           By: /s/ A. Westerlaken
                              ---------------------------
                           Name:  A. Westerlaken
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  Lynne A. Bezikos 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,  this
Registration Statement has been signed by the following persons in the indicated
capacities on January 6, 1999.

Name                              Title
----                              -----

/s/ Cor Boonstra                  President, Chairman of the Board of Management
----------------------------      (Principal Executive Officer)
Cor Boonstra

/s/ Dudley G. Eustace             Executive Vice-President, Vice-Chairman of
----------------------------      the Board of Management
Dudley G. Eustace

/s/ Jan H.M. Hommen               Executive Vice-President, Member of the Board
----------------------------      of Management and Chief Financial Officer
Jan H.M. Hommen                   (Principal Financial and Accounting Officer)

/s/ Adri Baan                     Executive Vice-President, Member of the Board
----------------------------      of Management
Adri Baan

/s/ Doug J. Dunn                  Executive Vice-President, Member of the Board
----------------------------      of Management
Doug J. Dunn

/s/ Y. C. Lo                      Executive Vice-President, Member of the Board
----------------------------      of Management
Y.C. Lo

                                      II-4
Name                              Title
----                              -----

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

/s/ John W. Whybrow               Executive Vice-President, Member of the Board
----------------------------      of Management
John W. Whybrow                   

/s/ Roel Pieper                   Executive Vice-President, Member of the Board
----------------------------      of Management
Roel Pieper                       

/s/ F.A. Maljers                  Chairman of the Supervisory Board
----------------------------      
F.A. Maljers

/s/ A. Leysen                     Vice-Chairman of the Supervisory Board
----------------------------      
A. Leysen

/s/ W. Hilger                     Member of the Supervisory Board
----------------------------      
W. Hilger

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

/s/ C.J. Oort                     Member of the Supervisory Board
----------------------------      
C.J. Oort

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

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

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

/s/ Lynne A. Bezikos              Duly authorized representative in the United
----------------------------      States
Lynne A. Bezikos

                                      II-5
INDEX TO EXHIBITS

4.1       Philips Electronics North America Corporation 1998 Stock Option Plan,
          dated February 12, 1998.

23.1      Consent of KPMG Accountants N.V.