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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 20-F/A-1



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT
OF 1934



For the fiscal year ended November 30, 2004



Commission file number 0-13742



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OCÉ N.V.

(Exact name of registrant as specified in its charter)



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The Netherlands

(Jurisdiction of
incorporation or organization)



Urbanusweg 43, 5914 CA
VENLO, The Netherlands

(Address of Principal Executive Offices)



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



Ordinary Shares,

nominal or par value Euro 0.50 per share



Securities registered pursuant to Section 15(d) of the Act: None



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



87,268,562 Ordinary Shares

(nominal value Euro 0.50 per 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 x No ̈.



Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 x Item 18 ̈



Indicate by check mark when 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 ̈.



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Name and address of person authorized to receive notices and communications from the Securities and
Exchange Commission:



| |  |                                                                       |  |                                                                                                 
| |  | --------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
| |  | Daniel I. Booker Reed Smith LLP
435 Sixth Avenue Pittsburgh, PA 15219 |  | J.T.M. van Bergen Secretariat of the
Company Océ N.V. P.O. Box
101 5900 MA VENLO The
Netherlands



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TABLE OF CONTENTS



|     |  |                                            |  |     
|---- |  | ------------------------------------------ |  | ----
|Item |  | Description                                |  | Page
|     |  | Part I                                     |  |     
|6    |  | Directors, Senior Management and Employees |  | 3   
|     |  |                                           
|     |  | Part III                                   |  |     
|19   |  | Exhibits                                   |  | 3   
|     |  |                                           
|     |  | Signatures                                 |  | 4   
|     |  | Exhibit Index                              |  | 5   
|     |  | Certifications                             |  |     



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EXPLANATORY NOTE



This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended November 31, 2004 of Océ N.V. (the Company) filed
on March 1, 2005, is being filed with the United States Securities and Exchange Commission solely for the purpose of including additional disclosure in Item 6 of the Companys exemption from certain corporate governance rules of Nasdaq. In
connection with this Amendment No. 1, the Company is including the certifications required by Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended. The Company has not updated the disclosure in this Amendment No. 1 to speak as of a
later date than the date of the original filing.



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PART I



|Item 6 | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------ | ------------------------------------------



The following paragraphs are added to the disclosure under Item 6 of the Annual Report on Form 20-F for the fiscal year ended November 31, 2004.



Exemptions from Certain Nasdaq Corporate Governance Rules



Nasdaq may provide exemptions from the Nasdaq corporate governance standards to a foreign
private issuer when those standards are contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or contrary to generally accepted business practices in the issuers country of domicile, except to
the extent that such exemptions would be contrary to United States federal securities laws. The Company, as a foreign private issuer, was granted an exemption in 1994 from certain corporate governance requirements contained in Nasdaqs Rules.
Specifically, the Company is exempt from provisions relating to quorum standards at shareholder meetings as set forth in Nasdaq Rule 4350(f) and for proxy solicitations as set forth in Nasdaq Rule 4350(g). The exemptions and business practices
followed by the Company in lieu of Nasdaq rules are more particularly described below:



| |  |  | The Company is exempt from Nasdaqs quorum requirements applicable to meetings of ordinary shareholders. In accordance with the laws and generally accepted business practice in
The Netherlands, the Companys Articles of Association do not contain a general quorum requirement for meetings of ordinary shareholders.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company is exempt from Nasdaqs requirements relating to the solicitation of proxies and provision of proxy statements for general meetings of shareholders. The Netherlands
does not have a regulatory regime for soliciting proxies and the solicitation of proxies is not a generally accepted business practice in The Netherlands.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PART III



|Item 19 | EXHIBITS
|------- | --------



The following exhibit is being filed as part of this Amendment No. 1:



|   |  |                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------
|12 |  | Certifications to this Amendment No. 1 required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*



|* | Filed herewith.
|- | ---------------



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SIGNATURE



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report for its fiscal year ended November 30, 2004 on its behalf.



OCÉ N.V.By:

/s/    R.L. VAN IPERENR.L. van IperenChairman of the Board of Executive Directors




Dated: March 29, 2005



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EXHIBIT INDEX



|   |  |                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------
|   | 
|12 |  | Certifications to this Amendment No. 1 required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*



|* | Filed herewith.
|- | ---------------



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