AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2000
                                                      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)

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE 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)

                    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

<TABLE>
<CAPTION>
====================================================================================================================
                                                                                    PROPOSED
                                                           PROPOSED MAXIMUM         MAXIMUM            AMOUNT OF
TITLE OF EACH CLASS OF                  AMOUNT TO BE      OFFERING PRICE PER        AGGREGATE         REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED(1)           SHARE (2)        OFFERING PRICE (2)         FEE
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>                <C>                 <C>
Common Shares of Koninklijke           1,000,000 shares         $47.8125           $47,812,500         $12,622.50
Philips Electronics N.V., par value
0.25 Euro per share
====================================================================================================================
<FN>

(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 employee benefit plan described
     herein.
(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 June 12, 2000.

</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,
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.





                                        2


<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, 1999 (File No. 2-20193) filed with the Commission on March 23, 2000; and

         (b) Our Reports on Form 6-K,  filed with the Commission on February 18,
2000, April 5, 2000, April 20, 2000, May 25, 2000 and June 8, 2000; 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

         Item 4  contains a summary of certain  provisions  of the  articles  of
association of Royal Philips Electronics.  This summary does not purport to be a
complete  statement  of these  provisions  and is  qualified  in its entirety by
reference  to the articles of  association,  which are included as an exhibit to
this  registration  statement.  All  references to "we" or the "Company" in this
summary mean Royal Philips Electronics.

GENERAL

         Our board of  management,  the  members of which are  appointed  by the
general meeting of our  shareholders,  is responsible  for our  management.  The
supervisory   board,   which  is  also  appointed  by  the  general  meeting  of
shareholders,  is responsible for supervising the policy pursued by the board of
management and the general course of our affairs.

SHARE CAPITAl

         Our authorized capital is 1,500,000,000  euros comprised of 10 priority
shares of 500 euros, 3,000,000,000 common shares of 0.25 euro, and 2,999,980,000
preference  shares of 0.25 euro.  The  authorized  capital may be increased by a
shareholders'  resolution  adopted on the  proposal of the board of  management,
approved by the  supervisory  board and subsequent  amendment to the articles of
association.  The general meeting of shareholders  has adopted a proposal of our
board of management and our  supervisory  board for a share  reduction  program.
Upon  completion  of the

                                        3


<PAGE>

share  reduction  program,  which we expect will be in mid-2000,  our authorized
capital will be reduced to  1,300,000,000  euros comprised of 10 priority shares
of 500  euros,  3,250,000,000  common  shares  of 0.20  euro  and  3,249,975,000
preference shares of 0.20 euro.

         Of the ten  priority  shares,  eight are held by the Dr.  A.F.  Philips
Stichting, a foundation with a self-electing board. The board of this foundation
consists of the Chairman and the Vice Chairman and Secretary of our  supervisory
board,  certain other members of our supervisory  board and the president of the
Company.  At present,  the board  consists  of Messrs.  L.C.  van Wachem,  W. de
Kleuver,  J.M.  Hessels and C. Boonstra.  The remaining two priority  shares are
held by Messrs. F.J. Philips and H.A.C. van Riemsdijk, each of them holding one.
The transfer of priority  shares is restricted by the articles of association to
transferees approved by the meeting of priority shareholders.

         No  preference  shares  have  been  issued.   However,   the  Stichting
Preferente Aandelen Philips (the "Foundation"),  a foundation  established under
Netherlands  law,  has been granted the right to acquire  protective  preference
shares  in our  capital  should  a  third  party  ever  seem  likely  to  gain a
controlling  interest in the Company. The Foundation may exercise this right for
as many preference shares as there are common shares in the Company  outstanding
at that time.  The object of the Foundation is to represent the interests of the
Company, the enterprises  maintained by the Company and its affiliated companies
within  the  Philips  group,  such  that the  interests  of the  Company,  those
enterprises and all parties involved with them are safeguarded as effectively as
possible,  and that they are  afforded  maximum  protection  against  influences
which, in conflict with those interests, may undermine the autonomy and identity
of the Company  and those  enterprises,  and also to do anything  related to the
above ends or conducive to them.

         At present,  the members of the  self-electing  Board of the Foundation
are Messrs.  J.R.  Glasz,  H.B. van Liemt,  W.E.  Scherpenhuijsen  Rom, L.C. van
Wachem and C. Boonstra.  As Chairman of our  supervisory  board and our board of
management respectively,  Messrs. van Wachem and Boonstra are ex officio members
of the board of the Foundation.  Mr. Boonstra is not entitled to vote. Our board
of management and the board of the  Foundation  have declared that they both are
of the opinion that the Foundation is  independent  from the Company as required
by the Listing Requirements of the stock market of the Amsterdam Exchange.

         The common shares are held in bearer and  registered  form.  Holders of
shares of New York Registry hold their common  shares in  registered  form.  See
"Common Share Certificates and Transfer".

DIVIDENDS

         The holders of  priority  shares are  entitled  to an annual  preferred
dividend of 20 euros per share.  The profit that  remains  thereafter  is at the
disposal of the  general  meeting of our  shareholders,  which is  empowered  to
withhold  distribution in whole or in part or to make a distribution in whole or
in part to holders of common shares in proportion to their share ownership.

VOTING RIGHTS

         Each common share and each  preference  share are entitled to one vote.
Each priority  share is entitled to two thousand  votes.  All common shares vote
together on all matters  presented at a general  meeting of  shareholders.  Upon
completion of the share reduction program discussed above,

                                        4


<PAGE>


each common  share and each  preference  will be entitled to one vote,  and each
priority share will be entitled to two thousand five hundred votes.

         Election of our Board of Management. Members of our board of management
are elected by the general meeting of shareholders  from nominations made by our
supervisory board in agreement with the meeting of priority shareholders.

         The  supervisory  board has to  nominate  at least two persons for each
vacancy to be filled on the board of  management  and the election  must be made
from  among the  persons so  nominated.  The list of such  nominations  shall be
deposited for shareholder inspection at the registered office of the Company and
at an Amsterdam bank  specified by us at the time of the notice to  shareholders
convening the general meeting of shareholders at which the proposed  appointment
will be considered.

         The general meeting of shareholders may deprive of their binding effect
nominations  for  election to the board of  management  made by our  supervisory
board,  if a resolution is passed by two-thirds of the votes cast and represents
more than  one-half of the issued share  capital.  In that event,  a new binding
list shall be submitted  to a  subsequent  general  meeting of  shareholders  in
accordance  with the  provisions  described  above.  If the second  list is also
rejected in the manner  provided for above,  the general meeting of shareholders
shall be free to make its own  appointments  to the  board  of  management.  The
general  meeting of  shareholders  may also  suspend or remove any member of the
board of management at any time by a two-thirds  majority of the votes cast at a
meeting at which at least  one-half of the issued share  capital is  represented
(although  no  quorum is  required  if  dismissal  is  proposed  by the board of
management, the supervisory board or the meeting of priority shareholders).

         Subject to the foregoing paragraph, the supervisory board has the power
to control nominations to our board of management.

         Election of the Supervisory Board. Members of the supervisory board are
elected by the general  meeting of  shareholders  from  nominations  made by the
supervisory board in agreement with the meeting of priority shareholders.

         The  supervisory  board must  nominate  at least two  persons  for each
vacancy to be filled on the supervisory board and the election must be made from
among the persons so  nominated.  The list of nominees  shall be  deposited  for
shareholder  inspection  at  the  registered  office  of the  Company  and at an
Amsterdam  bank  specified in the notice to  shareholders  convening the general
meeting at which the proposed appointment will be considered.

         The general meeting of shareholders may deprive of their binding effect
nominations for election to the supervisory  board made by the supervisory board
if a resolution is passed by two-thirds  of the votes cast and  represents  more
than  one-half of the issued share  capital.  In that event,  a new binding list
shall be submitted to a subsequent general meeting of shareholders in accordance
with the provisions  described above. Should the second list also be rejected in
the manner provided for above, the general meeting of shareholders shall then be
free to make its own appointments to the supervisory  board. The general meeting
of shareholders  may also suspend or remove any member of the supervisory  board
at any time by  two-thirds  of the  votes  cast at a  meeting  at which at least
one-half  of the issued  share  capital is  represented  (although  no quorum is
required  if  dismissal  is proposed  by the  supervisory  board or a meeting of
priority shareholders).

                                        5


<PAGE>



         General Meetings of Shareholders.  General meetings of shareholders are
held annually at least once a year not later than the 30th of June in Eindhoven,
Amsterdam,  's-Gravenhage or Rotterdam (all in The Netherlands). We mail notices
to the holders of shares of New York  Registry and publish  notice of the annual
meeting in  national  newspapers  in The  Netherlands  and in certain  countries
abroad.  In order to attend,  to address and to vote at the  general  meeting of
shareholders,  the  holders  of shares of New York  Registry  must  advise us in
writing,  as stated in the notice  convening the meeting,  of their intention to
attend the  meeting.  Holders of bearer  shares  must  deposit  their  shares as
specified in the published notice.  In connection with our general meetings,  we
do not solicit  proxies within the United States but may seek limited numbers of
proxies from non-U.S. shareholders outside the United States.

         Action is taken at general  meetings of  shareholders  by a majority of
the votes cast (except where a different  proportion of votes is required by the
articles of association  or  Netherlands  law) and there are generally no quorum
requirements applicable to such meetings.

         Amendment of Articles of Association  and  Dissolution.  Resolutions to
amend our Articles of  association  or to dissolve  the Company  proposed by the
board of  management  must be  approved  by a  majority  of the votes  cast at a
general  meeting  of  shareholders.  Resolutions  to  this  effect  proposed  by
shareholders must be approved by at least a three-fourths  majority of the votes
cast at a general  meeting of shareholders at which more than half of the issued
share capital is represented or, if the requisite capital is not represented, by
a  three-fourths  majority of the votes cast at a new  meeting  held within four
weeks.  All  resolutions to amend the articles of association or to dissolve the
Company  must also be approved or ratified by the  supervisory  board and by the
meeting of  priority  shareholders  at which more than half the issued  priority
share capital is represented and at least three-fourths of the votes cast are in
favor of such amendment or dissolution. If the requisite capital is not present,
a further meeting shall be held within four weeks thereof at which, irrespective
of the share  capital  represented,  the  resolution  can be adopted by at least
three-fourths  of  the  votes  cast.   Resolutions  to  amend  the  articles  of
association  or dissolve  the Company  will not be valid unless the full text of
such  proposals  has  been  deposited  for  inspection  by  shareholders  at the
registered  office of the  Company and at an  Amsterdam  bank  specified  in the
notice convening the general meeting of shareholders  from the day on which such
notice is delivered until the close of that meeting.

LIQUIDATION RIGHTS

         In the event of the  dissolution  and  liquidation of the Company,  the
assets  remaining after payment of all debts and liquidation  expenses are to be
distributed  in the  following  order of priority:  to the holders of preference
shares,  the amount paid thereon;  to the holders of priority  shares,  the full
nominal  amount of such shares;  and the  remainder to the holders of the common
shares.

ISSUANCE OF SHARES AND PREEMPTIVE RIGHTS

         Our board of  management  may issue common shares if and insofar as the
board of management has been  designated by the general  meeting of shareholders
as the  authorized  body  for  this  purpose,  subject  to the  approval  of our
supervisory  board  and  the  meeting  of the  holders  of  priority  shares.  A
designation of the board of management will be effective for a specified  period
of up to five years and may be renewed.  Currently,  our board of management has
been  designated as the authorized  body to issue common shares until  September
30, 2001.  The board of management  must obtain the approval of the  supervisory
board and the meeting of priority  shareholders  to issue common shares.  If the
board of management has not been designated, the general meeting of

                                        6


<PAGE>

shareholders has the power to authorize the issuance of common shares,  upon the
proposal  of the board of  management,  which  proposal  must be approved by the
supervisory board and the meeting of priority shareholders.

         Shareholders have a pro rata preferential  right of subscription to any
common share issuance unless the right is restricted or excluded.  If designated
by the general meeting of shareholders, the board of management has the power to
restrict or exclude the preferential  subscription  rights. A designation of the
board of management will be effective for a specified period of up to five years
and may be renewed.  Currently,  our board of  management  has been  granted the
power to  restrict  or exclude  the  preferential  right of  subscription  until
September  30, 2001.  If the board of management  has not been  designated,  the
general  meeting of  shareholders  has the power to  restrict  or  exclude  such
rights,  upon the proposal of the board of  management,  which  proposal must be
approved by the  supervisory  board and the  meeting of  priority  shareholders.
Resolutions by the general meeting of shareholders referred to in this paragraph
require  approval of at least  two-thirds of the votes cast if less than half of
the issued share capital is represented at the meeting.

         The  foregoing  provisions  also  apply to the  issuance  of  rights to
subscribe for shares.

REPURCHASE OF COMMON SHARES

         We may repurchase our own shares  subject to certain  financial  tests,
but shares held in treasury may not be voted or counted for quorum purposes. Any
purchases  by us are subject to the  approval of the  supervisory  board and the
authorization of shareholders at the general meeting of shareholders.  Our board
of  management  may be  authorized  by the general  meeting of  shareholders  to
repurchase our own shares for a specified period of up to eighteen months, which
authorization may be renewed.  Currently,  our board of management is authorized
to repurchase  shares with the approval of the supervisory board until September
30, 2001.

LIMITATIONS ON RIGHT TO HOLD OR VOTE COMMON SHARES

         There are no limitations  imposed by Netherlands law or by our articles
of  association on the right of  non-resident  owners to hold or vote the common
shares.

COMMON SHARE CERTIFICATES AND TRANSFER

         The common  shares are  available in either  registered  or bearer form
except  that the  common  shares  quoted  on the New  York  Stock  Exchange  are
available in  registered  form only.  Our  shareholders'  register is maintained
partly in New York, New York, known as the New York Registry,  by Citibank,  our
transfer  agent  and  registrar,  and  partly in The  Netherlands,  known as the
Eindhoven Registry, by or on behalf of us.

         The common shares listed on the stock market of the Amsterdam  Exchange
are common  shares in bearer  form  embodied  in share  certificates,  which are
lodged with Nederlands Centraal Instituut voor Giraal  Effectenverkeer B.V., the
Dutch clearing house known as NECIGEF, for safe-keeping on behalf of the parties
entitled to such  common  shares.  The common  shares in bearer form can only be
transferred  through  the  securities  transfer  system of  NECIGEF.  Holders of
registered common shares will be entered in our shareholders'  register.  At the
request  of  the  registered   shareholder,   we  will,  without  fee,  issue  a
non-negotiable extract from the shareholders' register in the name of the holder
unless a certificate has been issued for the holder's registered

                                        7


<PAGE>


common share. A deed of transfer,  together with our  acknowledgment in writing,
is required to transfer registered shares.

         Persons who are not DTC participants may beneficially own common shares
registered by the New York registry held by DTC only through  direct or indirect
participants  in  DTC.  So long as Cede & Co.,  as the  nominee  of DTC,  is the
registered  owner of  common  shares  traded  on the  NYSE,  Cede & Co.  for all
purposes will be considered  the  shareholder of such shares.  Accordingly,  any
person  owning a beneficial  interest in common  shares  traded on the NYSE must
rely on the procedures of DTC and, if such person is not a  participant,  on the
procedures of the  participant  through which such person owns its interest,  to
exercise  any  rights of a  shareholder.  We  understand  that,  under  existing
industry practice, in the event that an owner of a beneficial interest in common
shares  traded on the NYSE  desires to take any action  that Cede & Co.,  as the
shareholder, is entitled to take, Cede & Co. would authorize the participants to
take such action, and the participants would authorize beneficial owners holding
interest  through such  participants  to take such action or would otherwise act
upon the  instructions  of beneficial  owners  holding  interests  through them.
Common shares traded on the NYSE may be  transferred  on our books at the office
of our transfer agent and  registrar.  Certificates  representing  common shares
traded on the NYSE may be exchanged at such office for certificates representing
common shares traded on the NYSE of other denominations, provided, however, that
such  certificates  are  available  only in such  denominations  as our board of
management  determines.  Under  Netherlands  law, the transfer of our registered
shares requires a written  instrument of transfer and written  acknowledgment by
the issuer of such transfer.

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.

                                        8


<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

3(i)            Articles of Association.

4.1             Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
                Plan.

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,  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 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.

                                        9


<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 June 13, 2000.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By: /s/ ARI WESTERLAKEN
                              -------------------------
                           Name: Ari 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
indicated capacities on June 13, 2000.

Name                            Title
----                            -----

/s/ C. BOONSTRA                 President/CEO, Chairman of the Board of
---------------------------     Management (Principal Executive Officer)
C. Boonstra

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

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

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

/s/ G. J. KLEISTERLEE           Executive Vice-President, Member of the Board of
---------------------------     Management
G. J. Kleisterlee


                                      II-1

<PAGE>


Name                            Title
----                            -----

                                Executive Vice-President, Member of the Board of
---------------------------     Management
G. J. W. Whybrow

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

/s/ W. DE KLEUVER               Vice-Chairman and Secretary of the Supervisory
---------------------------     Board
W. de Kleuver

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

/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. VAN MIERT
---------------------------     Member of the Supervisory Board
K. van Miert

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



                                      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  plan
administrator  has 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 June 13, 2000.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.
                           NONQUALIFIED STOCK PURCHASE PLAN


                           By: /s/ THOMAS CUNNANE
                              ---------------------------
                           Name: Thomas Cunnane
                           Title: Secretary

                                      II-3


<PAGE>



                                INDEX TO EXHIBITS

3(i)       Articles of Association

4.1        Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan

23.1       Consent of KPMG Accountants N.V.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 34738}]
{"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": "333-39204", "film-number": "654449"}, "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 JUNE 13, 2000
                                                      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)

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE 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)

                    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
                                                           PROPOSED MAXIMUM         MAXIMUM            AMOUNT OF
TITLE OF EACH CLASS OF                  AMOUNT TO BE      OFFERING PRICE PER        AGGREGATE         REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED(1)           SHARE (2)        OFFERING PRICE (2)         FEE
--------------------------------------------------------------------------------------------------------------------
Common Shares of Koninklijke           1,000,000 shares         $47.8125           $47,812,500         $12,622.50
Philips Electronics N.V., par value
0.25 Euro per share
====================================================================================================================
(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 employee benefit plan described
     herein.
(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 June 12, 2000.
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.

                                        2
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, 1999 (File No. 2-20193) filed with the Commission on March 23, 2000; and

         (b) Our Reports on Form 6-K,  filed with the Commission on February 18,
2000, April 5, 2000, April 20, 2000, May 25, 2000 and June 8, 2000; 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

         Item 4  contains a summary of certain  provisions  of the  articles  of
association of Royal Philips Electronics.  This summary does not purport to be a
complete  statement  of these  provisions  and is  qualified  in its entirety by
reference  to the articles of  association,  which are included as an exhibit to
this  registration  statement.  All  references to "we" or the "Company" in this
summary mean Royal Philips Electronics.

GENERAL

         Our board of  management,  the  members of which are  appointed  by the
general meeting of our  shareholders,  is responsible  for our  management.  The
supervisory   board,   which  is  also  appointed  by  the  general  meeting  of
shareholders,  is responsible for supervising the policy pursued by the board of
management and the general course of our affairs.

SHARE CAPITAl

         Our authorized capital is 1,500,000,000  euros comprised of 10 priority
shares of 500 euros, 3,000,000,000 common shares of 0.25 euro, and 2,999,980,000
preference  shares of 0.25 euro.  The  authorized  capital may be increased by a
shareholders'  resolution  adopted on the  proposal of the board of  management,
approved by the  supervisory  board and subsequent  amendment to the articles of
association.  The general meeting of shareholders  has adopted a proposal of our
board of management and our  supervisory  board for a share  reduction  program.
Upon  completion  of the

                                        3
share  reduction  program,  which we expect will be in mid-2000,  our authorized
capital will be reduced to  1,300,000,000  euros comprised of 10 priority shares
of 500  euros,  3,250,000,000  common  shares  of 0.20  euro  and  3,249,975,000
preference shares of 0.20 euro.

         Of the ten  priority  shares,  eight are held by the Dr.  A.F.  Philips
Stichting, a foundation with a self-electing board. The board of this foundation
consists of the Chairman and the Vice Chairman and Secretary of our  supervisory
board,  certain other members of our supervisory  board and the president of the
Company.  At present,  the board  consists  of Messrs.  L.C.  van Wachem,  W. de
Kleuver,  J.M.  Hessels and C. Boonstra.  The remaining two priority  shares are
held by Messrs. F.J. Philips and H.A.C. van Riemsdijk, each of them holding one.
The transfer of priority  shares is restricted by the articles of association to
transferees approved by the meeting of priority shareholders.

         No  preference  shares  have  been  issued.   However,   the  Stichting
Preferente Aandelen Philips (the "Foundation"),  a foundation  established under
Netherlands  law,  has been granted the right to acquire  protective  preference
shares  in our  capital  should  a  third  party  ever  seem  likely  to  gain a
controlling  interest in the Company. The Foundation may exercise this right for
as many preference shares as there are common shares in the Company  outstanding
at that time.  The object of the Foundation is to represent the interests of the
Company, the enterprises  maintained by the Company and its affiliated companies
within  the  Philips  group,  such  that the  interests  of the  Company,  those
enterprises and all parties involved with them are safeguarded as effectively as
possible,  and that they are  afforded  maximum  protection  against  influences
which, in conflict with those interests, may undermine the autonomy and identity
of the Company  and those  enterprises,  and also to do anything  related to the
above ends or conducive to them.

         At present,  the members of the  self-electing  Board of the Foundation
are Messrs.  J.R.  Glasz,  H.B. van Liemt,  W.E.  Scherpenhuijsen  Rom, L.C. van
Wachem and C. Boonstra.  As Chairman of our  supervisory  board and our board of
management respectively,  Messrs. van Wachem and Boonstra are ex officio members
of the board of the Foundation.  Mr. Boonstra is not entitled to vote. Our board
of management and the board of the  Foundation  have declared that they both are
of the opinion that the Foundation is  independent  from the Company as required
by the Listing Requirements of the stock market of the Amsterdam Exchange.

         The common shares are held in bearer and  registered  form.  Holders of
shares of New York Registry hold their common  shares in  registered  form.  See
"Common Share Certificates and Transfer".

DIVIDENDS

         The holders of  priority  shares are  entitled  to an annual  preferred
dividend of 20 euros per share.  The profit that  remains  thereafter  is at the
disposal of the  general  meeting of our  shareholders,  which is  empowered  to
withhold  distribution in whole or in part or to make a distribution in whole or
in part to holders of common shares in proportion to their share ownership.

VOTING RIGHTS

         Each common share and each  preference  share are entitled to one vote.
Each priority  share is entitled to two thousand  votes.  All common shares vote
together on all matters  presented at a general  meeting of  shareholders.  Upon
completion of the share reduction program discussed above,

                                        4
each common  share and each  preference  will be entitled to one vote,  and each
priority share will be entitled to two thousand five hundred votes.

         Election of our Board of Management. Members of our board of management
are elected by the general meeting of shareholders  from nominations made by our
supervisory board in agreement with the meeting of priority shareholders.

         The  supervisory  board has to  nominate  at least two persons for each
vacancy to be filled on the board of  management  and the election  must be made
from  among the  persons so  nominated.  The list of such  nominations  shall be
deposited for shareholder inspection at the registered office of the Company and
at an Amsterdam bank  specified by us at the time of the notice to  shareholders
convening the general meeting of shareholders at which the proposed  appointment
will be considered.

         The general meeting of shareholders may deprive of their binding effect
nominations  for  election to the board of  management  made by our  supervisory
board,  if a resolution is passed by two-thirds of the votes cast and represents
more than  one-half of the issued share  capital.  In that event,  a new binding
list shall be submitted  to a  subsequent  general  meeting of  shareholders  in
accordance  with the  provisions  described  above.  If the second  list is also
rejected in the manner  provided for above,  the general meeting of shareholders
shall be free to make its own  appointments  to the  board  of  management.  The
general  meeting of  shareholders  may also  suspend or remove any member of the
board of management at any time by a two-thirds  majority of the votes cast at a
meeting at which at least  one-half of the issued share  capital is  represented
(although  no  quorum is  required  if  dismissal  is  proposed  by the board of
management, the supervisory board or the meeting of priority shareholders).

         Subject to the foregoing paragraph, the supervisory board has the power
to control nominations to our board of management.

         Election of the Supervisory Board. Members of the supervisory board are
elected by the general  meeting of  shareholders  from  nominations  made by the
supervisory board in agreement with the meeting of priority shareholders.

         The  supervisory  board must  nominate  at least two  persons  for each
vacancy to be filled on the supervisory board and the election must be made from
among the persons so  nominated.  The list of nominees  shall be  deposited  for
shareholder  inspection  at  the  registered  office  of the  Company  and at an
Amsterdam  bank  specified in the notice to  shareholders  convening the general
meeting at which the proposed appointment will be considered.

         The general meeting of shareholders may deprive of their binding effect
nominations for election to the supervisory  board made by the supervisory board
if a resolution is passed by two-thirds  of the votes cast and  represents  more
than  one-half of the issued share  capital.  In that event,  a new binding list
shall be submitted to a subsequent general meeting of shareholders in accordance
with the provisions  described above. Should the second list also be rejected in
the manner provided for above, the general meeting of shareholders shall then be
free to make its own appointments to the supervisory  board. The general meeting
of shareholders  may also suspend or remove any member of the supervisory  board
at any time by  two-thirds  of the  votes  cast at a  meeting  at which at least
one-half  of the issued  share  capital is  represented  (although  no quorum is
required  if  dismissal  is proposed  by the  supervisory  board or a meeting of
priority shareholders).

                                        5
General Meetings of Shareholders.  General meetings of shareholders are
held annually at least once a year not later than the 30th of June in Eindhoven,
Amsterdam,  's-Gravenhage or Rotterdam (all in The Netherlands). We mail notices
to the holders of shares of New York  Registry and publish  notice of the annual
meeting in  national  newspapers  in The  Netherlands  and in certain  countries
abroad.  In order to attend,  to address and to vote at the  general  meeting of
shareholders,  the  holders  of shares of New York  Registry  must  advise us in
writing,  as stated in the notice  convening the meeting,  of their intention to
attend the  meeting.  Holders of bearer  shares  must  deposit  their  shares as
specified in the published notice.  In connection with our general meetings,  we
do not solicit  proxies within the United States but may seek limited numbers of
proxies from non-U.S. shareholders outside the United States.

         Action is taken at general  meetings of  shareholders  by a majority of
the votes cast (except where a different  proportion of votes is required by the
articles of association  or  Netherlands  law) and there are generally no quorum
requirements applicable to such meetings.

         Amendment of Articles of Association  and  Dissolution.  Resolutions to
amend our Articles of  association  or to dissolve  the Company  proposed by the
board of  management  must be  approved  by a  majority  of the votes  cast at a
general  meeting  of  shareholders.  Resolutions  to  this  effect  proposed  by
shareholders must be approved by at least a three-fourths  majority of the votes
cast at a general  meeting of shareholders at which more than half of the issued
share capital is represented or, if the requisite capital is not represented, by
a  three-fourths  majority of the votes cast at a new  meeting  held within four
weeks.  All  resolutions to amend the articles of association or to dissolve the
Company  must also be approved or ratified by the  supervisory  board and by the
meeting of  priority  shareholders  at which more than half the issued  priority
share capital is represented and at least three-fourths of the votes cast are in
favor of such amendment or dissolution. If the requisite capital is not present,
a further meeting shall be held within four weeks thereof at which, irrespective
of the share  capital  represented,  the  resolution  can be adopted by at least
three-fourths  of  the  votes  cast.   Resolutions  to  amend  the  articles  of
association  or dissolve  the Company  will not be valid unless the full text of
such  proposals  has  been  deposited  for  inspection  by  shareholders  at the
registered  office of the  Company and at an  Amsterdam  bank  specified  in the
notice convening the general meeting of shareholders  from the day on which such
notice is delivered until the close of that meeting.

LIQUIDATION RIGHTS

         In the event of the  dissolution  and  liquidation of the Company,  the
assets  remaining after payment of all debts and liquidation  expenses are to be
distributed  in the  following  order of priority:  to the holders of preference
shares,  the amount paid thereon;  to the holders of priority  shares,  the full
nominal  amount of such shares;  and the  remainder to the holders of the common
shares.

ISSUANCE OF SHARES AND PREEMPTIVE RIGHTS

         Our board of  management  may issue common shares if and insofar as the
board of management has been  designated by the general  meeting of shareholders
as the  authorized  body  for  this  purpose,  subject  to the  approval  of our
supervisory  board  and  the  meeting  of the  holders  of  priority  shares.  A
designation of the board of management will be effective for a specified  period
of up to five years and may be renewed.  Currently,  our board of management has
been  designated as the authorized  body to issue common shares until  September
30, 2001.  The board of management  must obtain the approval of the  supervisory
board and the meeting of priority  shareholders  to issue common shares.  If the
board of management has not been designated, the general meeting of

                                        6
shareholders has the power to authorize the issuance of common shares,  upon the
proposal  of the board of  management,  which  proposal  must be approved by the
supervisory board and the meeting of priority shareholders.

         Shareholders have a pro rata preferential  right of subscription to any
common share issuance unless the right is restricted or excluded.  If designated
by the general meeting of shareholders, the board of management has the power to
restrict or exclude the preferential  subscription  rights. A designation of the
board of management will be effective for a specified period of up to five years
and may be renewed.  Currently,  our board of  management  has been  granted the
power to  restrict  or exclude  the  preferential  right of  subscription  until
September  30, 2001.  If the board of management  has not been  designated,  the
general  meeting of  shareholders  has the power to  restrict  or  exclude  such
rights,  upon the proposal of the board of  management,  which  proposal must be
approved by the  supervisory  board and the  meeting of  priority  shareholders.
Resolutions by the general meeting of shareholders referred to in this paragraph
require  approval of at least  two-thirds of the votes cast if less than half of
the issued share capital is represented at the meeting.

         The  foregoing  provisions  also  apply to the  issuance  of  rights to
subscribe for shares.

REPURCHASE OF COMMON SHARES

         We may repurchase our own shares  subject to certain  financial  tests,
but shares held in treasury may not be voted or counted for quorum purposes. Any
purchases  by us are subject to the  approval of the  supervisory  board and the
authorization of shareholders at the general meeting of shareholders.  Our board
of  management  may be  authorized  by the general  meeting of  shareholders  to
repurchase our own shares for a specified period of up to eighteen months, which
authorization may be renewed.  Currently,  our board of management is authorized
to repurchase  shares with the approval of the supervisory board until September
30, 2001.

LIMITATIONS ON RIGHT TO HOLD OR VOTE COMMON SHARES

         There are no limitations  imposed by Netherlands law or by our articles
of  association on the right of  non-resident  owners to hold or vote the common
shares.

COMMON SHARE CERTIFICATES AND TRANSFER

         The common  shares are  available in either  registered  or bearer form
except  that the  common  shares  quoted  on the New  York  Stock  Exchange  are
available in  registered  form only.  Our  shareholders'  register is maintained
partly in New York, New York, known as the New York Registry,  by Citibank,  our
transfer  agent  and  registrar,  and  partly in The  Netherlands,  known as the
Eindhoven Registry, by or on behalf of us.

         The common shares listed on the stock market of the Amsterdam  Exchange
are common  shares in bearer  form  embodied  in share  certificates,  which are
lodged with Nederlands Centraal Instituut voor Giraal  Effectenverkeer B.V., the
Dutch clearing house known as NECIGEF, for safe-keeping on behalf of the parties
entitled to such  common  shares.  The common  shares in bearer form can only be
transferred  through  the  securities  transfer  system of  NECIGEF.  Holders of
registered common shares will be entered in our shareholders'  register.  At the
request  of  the  registered   shareholder,   we  will,  without  fee,  issue  a
non-negotiable extract from the shareholders' register in the name of the holder
unless a certificate has been issued for the holder's registered

                                        7
common share. A deed of transfer,  together with our  acknowledgment in writing,
is required to transfer registered shares.

         Persons who are not DTC participants may beneficially own common shares
registered by the New York registry held by DTC only through  direct or indirect
participants  in  DTC.  So long as Cede & Co.,  as the  nominee  of DTC,  is the
registered  owner of  common  shares  traded  on the  NYSE,  Cede & Co.  for all
purposes will be considered  the  shareholder of such shares.  Accordingly,  any
person  owning a beneficial  interest in common  shares  traded on the NYSE must
rely on the procedures of DTC and, if such person is not a  participant,  on the
procedures of the  participant  through which such person owns its interest,  to
exercise  any  rights of a  shareholder.  We  understand  that,  under  existing
industry practice, in the event that an owner of a beneficial interest in common
shares  traded on the NYSE  desires to take any action  that Cede & Co.,  as the
shareholder, is entitled to take, Cede & Co. would authorize the participants to
take such action, and the participants would authorize beneficial owners holding
interest  through such  participants  to take such action or would otherwise act
upon the  instructions  of beneficial  owners  holding  interests  through them.
Common shares traded on the NYSE may be  transferred  on our books at the office
of our transfer agent and  registrar.  Certificates  representing  common shares
traded on the NYSE may be exchanged at such office for certificates representing
common shares traded on the NYSE of other denominations, provided, however, that
such  certificates  are  available  only in such  denominations  as our board of
management  determines.  Under  Netherlands  law, the transfer of our registered
shares requires a written  instrument of transfer and written  acknowledgment by
the issuer of such transfer.

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.

                                        8
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

3(i)            Articles of Association.

4.1             Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
                Plan.

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,  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 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.

                                        9
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 June 13, 2000.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.

                           By: /s/ ARI WESTERLAKEN
                              -------------------------
                           Name: Ari 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
indicated capacities on June 13, 2000.

Name                            Title
----                            -----

/s/ C. BOONSTRA                 President/CEO, Chairman of the Board of
---------------------------     Management (Principal Executive Officer)
C. Boonstra

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

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

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

/s/ G. J. KLEISTERLEE           Executive Vice-President, Member of the Board of
---------------------------     Management
G. J. Kleisterlee

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

                                Executive Vice-President, Member of the Board of
---------------------------     Management
G. J. W. Whybrow

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

/s/ W. DE KLEUVER               Vice-Chairman and Secretary of the Supervisory
---------------------------     Board
W. de Kleuver

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

/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. VAN MIERT
---------------------------     Member of the Supervisory Board
K. van Miert

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

                                      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  plan
administrator  has 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 June 13, 2000.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.
                           NONQUALIFIED STOCK PURCHASE PLAN

                           By: /s/ THOMAS CUNNANE
                              ---------------------------
                           Name: Thomas Cunnane
                           Title: Secretary

                                      II-3
INDEX TO EXHIBITS

3(i)       Articles of Association

4.1        Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan

23.1       Consent of KPMG Accountants N.V.