UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549


|             
|-------------
|FORM 20 - F/A
|             

|(Mark One) |                                                                                   | 
|---------- | --------------------------------------------------------------------------------- | 
|           | REGISTRATION STATEMENT PURSUANT
      TO SECTION 12(b) OR (g)                     | 
|           | OF THE SECURITIES EXCHANGE
      ACT OF 1934                                      | 
|           | OR                                                                                | 
|           | ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE                        | 
|           | SECURITIES EXCHANGE ACT
      OF 1934                                             | 
|           | For the fiscal year ended
      31 December 2006                                  | 
|           | OR                                                                                | 
|           | TRANSITION REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE                    | 
|           | SECURITIES EXCHANGE ACT
      OF 1934                                             | 
|           | OR                                                                                | 
|           | SHELL COMPANY REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE                 | 
|           | SECURITIES EXCHANGE ACT
      OF 1934                                             | 
|           |                                                                                   | 
|           | Date of event requiring
      this shell company report ____________________      | 
|           |                                                                                   | 
|           | **For the transition
      period from___________________to____________________** | 
|           |                                                                                   | 
|           | Commission File Number:
      001-14824                                           | 



|                                                            
|------------------------------------------------------------
|TNT N.V.                                                    
|(Exact name of Registrant as
      specified in its charter)
|Not Applicable                                              
|(Translation of Registrant's name into
      English)       
|                                                            
|                                                            
|Neptunusstraat 41-63                                        
|2132 JA Hoofddorp                                           
|The Netherlands                                             
|(address 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
      Ordinary shares, par value €0.48 | New York Stock Exchange             

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:

|Ordinary shares: | 422,767,600 | 
|---------------- | ----------- | 
|Special share:   | 1           | 

Indicate by check mark if the registrant is
  a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

|Yes |  | No
|--- |  | --

If this report is an annual or transition report,
  indicate by check mark if the registrant is not required to file reports pursuant
  to Section 13 or 15(d) of the Securities Exchange Act of 1934.

|Yes |  | No
|--- |  | --

Note - Checking the box above will not relieve
  any registrant required to file reports pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934 from their obligation under those Sections.

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 |  | No
|--- |  | --

Indicate by check mark whether the registrant
  is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2
  of the Exchange Act (Check one):

|Large accelerated filer | Accelerated filer | Non-accelerated filer
|----------------------- | ----------------- | ---------------------

Indicate by check mark which financial statement
  item the Registrant has elected to follow:

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

If this is an annual report, indicate by check
  mark whether the registrant is a shell company (as defined in Rule 12b-2 of
  the Exchange Act).

|Yes |  | No
|--- |  | --

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
  PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant
  has filed all documents and reports required to be filed by Sections 12, 13
  or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution
  of securities under a plan confirmed by a court.

|Yes |  | No
|--- |  | --

Not Applicable

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Explanatory Note

This Form 20-F/A
  is being filed by the registrant solely for the purpose of filing exhibit 15.1
  to the registrant's Form 20-F filed with the Securities and Exchange Commission
  on 1 March 2007.



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Exhibit
  15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-124566) of TNT N.V. of our report dated 26 February 2007 relating to the financial
statements as of and for the year ended 31 December 2006, which appears in this Form 20-F.

Amsterdam, 1 March 2007

PricewaterhouseCoopers
  Accountants N.V.

drs M. de Ridder
  RA

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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 authorised the undersigned to sign this annual report
on its behalf.

|                         |  |  | TNT
      N.V.                                         | 
|------------------------ |  |  | ------------------------------------------------------ | 
|                         |  |  |                                                        | 
|                         |  |  |                                                        | 
|                         |  |  |                                                        | 
|                         |  |  | By: /s/
    M. P. Bakker                               | 
|                         |  |  |                                                        | 
|                         |  |  | Name: M.
    P. Bakker                                 | 
|                         |  |  | Title:
    Chairman of the Board of Management and CEO | 
|                         |  |  |                                                        | 
|Date: 5
      March 2007 |  |  |                                                        | 
|                         |  |  |                                                        | 

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