20-F/A

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As filed with the Securities and Exchange Commission on May 4, 2004

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

o	Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
OR
ý	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 2002
OR
o	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 1-13980

Koninklijke KPN N.V.
(Exact name of Registrant as Specified in its Charter)

Royal KPN N.V.
(Translation of Registrant's Name into English)

The Netherlands
(Jurisdiction of Incorporation or Organization)

Maanplein 55
2516 CK The Hague
The Netherlands
(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Name of each exchange on which registered
Ordinary Shares American Depositary Shares	New York Stock Exchange* New York Stock Exchange

*

The Registrant's Ordinary Shares are not listed for trading, but only in connection with the registration of American Depositary Shares ("ADSs") which are evidenced by American Depositary Receipts ("ADRs").

Securities registered or to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Securities Exchange Act of 1934:
None

Number of outstanding shares of each of the Registrant's classes of capital or common stock as of December 31, 2002, the close of the period covered by the annual report:

•

2,490,996,876 Ordinary Shares; and



•

1 Special Share

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

        Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o    Item 18 ý

EXPLANATORY NOTE

        We are filing this Amendment No. 1 to our Form 20-F for the fiscal year ended December 31, 2002 originally filed on March 28, 2003 (the "Original Form 20-F") to amend and restate the disclosure included in Item 15.A. Controls and Procedures to clarify the conclusions regarding the effectiveness of our disclosure controls and procedures. No other information in the Original Form 20-F is amended hereby.

        This report continues to speak as of the date of filing of the Original Form 20-F, and we have not updated the disclosure in this report to speak as of a later date.

ITEM 15.A. CONTROLS AND PROCEDURES

        As of the end of the period covered by this report (December 31, 2002), the Company's management (with the participation of its Chief Executive Officer and Chief Financial Officer) conducted an evaluation pursuant to Rule 13a-15, section 302 of the Sarbanes-Oxley Act promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

ITEM 19. EXHIBITS

Exhibit Number	Exhibits
1.1******	Articles of Association, dated as of May 14, 2002
2.1***	Deposit Agreement dated as of November 29, 1994, among the Company, Citibank N.A., as depositary, and the holders and beneficial owners of American Depositary Receipts (including a form of American Depositary Receipt)
2.2***	Form of American Depositary Receipt (included in Exhibit 2.1)
2.3***	Amendment No. 1 to the Deposit Agreement dated as of October 26, 1995
2.4***	Form of ADN Deposit Agreement among KPN, Citibank N.A., as depositary, and the holders and beneficial owners of American Depositary Notes evidenced by American Depositary Notes Receipts issued thereunder (including a form of American Depositary Note Receipts)
2.5***	Form of American Depositary Note Receipt (included in Exhibit 2.4)
2.6****	Indenture between Royal KPN N.V. and Bankers Trust Company dated October 4, 2000 relating to $1,000,000,000 8.375% Notes due 2030, $1,750,000,000 8.00% Notes due 2010, $750,000,000 7.50% Notes due 2005, and EUR 1,000,000,000 6.25% Notes due 2005 issued by Royal KPN N.V., on September 27, 2000
2.7*****	Indenture between Royal KPN N.V. and Citibank N.A. dated November 24, 2000 relating to EUR 1,500,000,000 convertible subordinated notes due 2005
2.8	Unregistered long term debt instruments representing less than 10% of total assets: KPN undertakes to provide the Securities and Exchange Commission with copies upon request
4.1***	Subordinated note facility between Royal KPN N.V. and BellSouth Corporation dated December 9, 1999 as amended and restated February 24, 2000
4.2***	Subscription agreement among Royal KPN N.V., KPN Mobile N.V. and NTT DoCoMo, Inc. for A shares in KPN Mobile N.V. dated July 12, 2000
4.3***	Shareholders' agreement among Royal KPN N.V., KPN Mobile N.V. and NTT DoCoMo Inc. governing their relationship as shareholders in KPN Mobile N.V. dated July 12, 2000
4.4***	Registration rights agreement among Royal KPN N.V., KPN Mobile N.V. and NTT DoCoMo, Inc. dated August 2, 2000
4.5***	Subscription agreement among Royal KPN N.V., KPN Mobile N.V., Hutchison Whampoa Limited and New Millennium Corp. dated July 12, 2000
4.6***	Shareholders' agreement between Hutchison Whampoa Limited and KPN Mobile N.V. dated July 12, 2000
4.7**	Exchange agreement between Royal KPN N.V., KPN Mobile Holding N.V., BellSouth Corporation and German Mobilfunk Investments, Inc. dated January 30, 2002
4.8**	Third supplemental agreement relating to Series 1 Subordinated Note Facility Agreement between Royal KPN N.V. and BellSouth Corporation dated January 30, 2002

4.9******	EUR 1,750,000,000 syndicated revolving credit agreement for Koninklijke KPN N.V. dated May 17, 2002
8.1******	List of Principal Subsidiaries
12.1*	Certifications required by Rule 13a-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

*

Filed with this Annual report.

**

Previously filed as an exhibit to KPN's annual report for the year ended December 31, 2000 on Form 20-F (Commission file number 1-13980) filed with the Securities and Exchange Commission on March 18, 2002 and incorporated herein by reference.

***

Previously filed as an exhibit to KPN's Registration Statement on Form F-3 (Commission file number 333-12744) filed with the Securities and Exchange Commission on October 27, 2000 and incorporated herein by reference, as amended by Amendment Number 1 on Form F-3/A, filed with the Securities and Exchange Commission on November 2, 2000 and as amended by Amendment Number 2 on Form F-3/A, filed with the Securities and Exchange Commission on November 17, 2000.

****

Previously filed as an exhibit to KPN's annual report for the year ended December 31, 1999 on Form 20-F (Commission file number 1-13980), as amended by Amendment Number 1 on Form 20-F/A, filed with the Securities and Exchange Commission on November 16, 2000 and incorporated herein by reference.

*****

Previously filed as an exhibit to KPN's annual report for the year ended December 31, 2000 on Form 20-F (Commission file number 1-13980) filed with the Securities and Exchange Commission on April 12, 2001 and incorporated herein by reference.

******

Previously filed as an exhibit to KPN's annual report for the year ended December 31, 2002 on Form 20-F (Commission file number 1-13980) filed with the Securities and Exchange Commission on March 28, 2003 and incorporated herein by reference.

SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	KONINKLIJKE KPN N.V.
	By:	/s/AD SCHEEPBOUWER
Date: May 4, 2004		Ad Scheepbouwer Chairman of the Board of Management and CEO

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EXPLANATORY NOTE
SIGNATURES

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Ad Scheepbouwer, certify that:

1.

I have reviewed this annual report on Form 20-F of Koninklijke KPN N.V.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

4.

The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: May 4, 2004

/s/ AD SCHEEPBOUWER
Chairman of the Board of Management and CEO

CERTIFICATION

I, Maarten Henderson, certify that:

1.

I have reviewed this annual report on Form 20-F of Koninklijke KPN N.V.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

4.

The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: May 4, 2004

/s/ MAARTEN HENDERSON
Member of the Board of Management and CFO