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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 20-F/A

(Mark One)

|o                                            | REGISTRATION STATEMENT PURSUANT TO SECTION 12() OR 12() OF THE SECURITIES EXCHANGE ACT OF 1934
|-------------------------------------------- | ----------------------------------------------------------------------------------------------
|OR                                          
|/x/                                          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
|For the fiscal period ended 31 December 2001
|OR                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      

For the transition period from [] to
[]

Commission file number: 1-14824

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TPG N.V.(Exact name of Registrant as specified in its Charter)

The Netherlands(Jurisdiction of Incorporation or Organisation)

Neptunusstraat 41 - 63
2132 JA Hoofddorp
The Netherlands
31 20 500 6000(Address and Telephone Number of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

|Title of each class                                              |  | Name of each exchange on which registered
|---------------------------------------------------------------- |  | -----------------------------------------
|American Depositary Shares, each
representing one Ordinary Share |  | New York Stock Exchange                  
|Ordinary Shares, par value EUR 0.48 *                            |  |                                          

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Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

(Title of Class)Ordinary Shares

480,259,522Special Share

1


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 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 o |  | No o |  | 
|----- |  | ---- |  | 

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

|Item 17 o |  | Item 18 o |  | 
|--------- |  | --------- |  | 

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Explanatory Note

This Form 20-F/A is being filed by the registrant solely for the purpose of filing exhibits to the registrant's Form 20-F
filed with the Securities and Exchange Commission on 4 March 2002.



Item 19: EXHIBITS

|1.1 |  | Articles of Association of TPG N.V. (English translation thereof).                                                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Deposit Agreement dated as of 2 July 1998, among TNT Post Group N.V., Citibank N.A., as Depositary, and all registered holders and beneficial owners from time to time of ADRs.*                                             
|2.2 |  | Form of American Depository Receipt (included in Exhibit 2.1).                                                                                                                                                               
|2.3 |  | Fiscal Agency Agreement dated as of 29 November 2001, between TPG N.V. and ING Bank N.V., as Fiscal Agent and Paying Agent. ***                                                                                              
|4.1 |  | Letter Agreement dated 23 June 1998, between The State of the Netherlands and TNT Post Group N.V. (English language translation thereof).*                                                                                   
|4.2 |  | Letter Agreement dated 9 March 2001, between TNT Post Group N.V. and the State Secretary of Transport, Public Works and Water Management, on behalf of the State of the Netherlands (English language translation thereof).**
|4.3 |  | Employment agreement Mr H.M. Koorstra                                                                                                                                                                                        
|4.4 |  | Employment agreement Mr A.D. Jones                                                                                                                                                                                           
|4.5 |  | Employment agreement Mr R.A.S. Rossi                                                                                                                                                                                         
|8.1 |  | List of subsidiaries of TPG N.V.*                                                                                                                                                                                            

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SIGNATURE

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

| |  | TPG N.V.                                         
| |  | -------------------------------------------------
| |  | By: M.P. Bakker                                  
| |  | Name: M.P. Bakker                                
| |  | Title:Chairman of the Board of Management and CEO

Date: 28 June 2002



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