##### Table of Contents





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20-F/A (Amendment No. 1) 2002




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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 20-F/A

(Amendment No. 1)


Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31,
2002

|                                                                  |  |                                                           
|----------------------------------------------------------------- |  | ----------------------------------------------------------
|Commission file number 1-3788                                     |  | Commission file number 1-4039                             
|N.V. KONINKLIJKE NEDERLANDSCHE                                    |  | THE SHELL TRANSPORT AND
    TRADING                     
|PETROLEUM MAATSCHAPPIJ                                            |  | COMPANY, PUBLIC LIMITED COMPANY                           
|(Exact name of registrant as specified in its
    charter)        |  | (Exact name of registrant as specified in its
    charter)
|                                                                 
|ROYAL DUTCH PETROLEUM COMPANY                                     |  |                                                           
|(Translation of registrants name into
    English)               |  |                                                           
|                                                                 
|The Netherlands                                                   |  | England                                                   
|(Jurisdiction of incorporation or organisation)                   |  | (Jurisdiction of incorporation or organisation)           
|                                                                 
|30, Carel van Bylandtlaan, 2596 HR The Hague, The
    Netherlands |  | Shell Centre, London SE1 7NA, England                     
|tel. no: (011 31 70) 377 9111                                     |  | tel. no: (011 44 20) 7934 1234                            
|(Address of principal executive offices)                          |  | (Address of principal executive offices)                  

Securities Registered Pursuant to
Section 12(b) of the Act

|                                                                                                                                               |  |                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                              |  |                                              
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|Title of Each Class                                                                                                                            |  | Name of Each Exchange
    on Which Registered                                                                                                                                                                                                                         |  | Title of Each Class                                                                                                                                                          |  | Name of Each Exchange
    on Which Registered
|Ordinary shares of the nominal (par) value of
    0.56 Euro
    (0.56) each                                                                   |  | New York Stock Exchange*                                                                                                                                                                                                                                              |  | New York Shares representing Ordinary shares of
    the issuer of an aggregate nominal amount of £1.50
    each and evidenced by Depositary Receipts
    (New York Shares) |  | New York Stock Exchange**                    
|                                                                                                                                               |  |                                                                                                                                                                                                                                                                       |  | Ordinary shares of 25p each***                                                                                                                                               |  |                                              
|*Also admitted to unlisted trading privileges on
    the following Stock Exchanges: Boston, Cincinnati, Midwest,
    Pacific and Philadelphia. |  | **Also admitted to unlisted trading privileges on
    the following Stock Exchanges: Boston, Cincinnati, Midwest,
    Pacific and Philadelphia.
    ***Not for trading, but only in connection with the listing of
    New York Shares on the New York Stock Exchange

Securities 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.
    Outstanding as of December 31, 2002: 2,099,285,000 ordinary
    shares of 0.56
    each. |  | 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.
    Outstanding as of December 31, 2002: 9,667,500,000 Ordinary
    shares of the nominal amount of 25p each.

Indicate by check mark whether the registrants
(1) have 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 registrants were required to file such reports), and
(2) have been subject to such filing requirements for the
past 90 days. YesüNo

Indicate by check mark which financial
statement item the registrants have elected to follow.

Item 17
ü


Item 18


Copies of notices and communications from the
Securities and Exchange Commission should be sent to:

CRAVATH, SWAINE & MOORE LLP,

CityPoint, One Ropemaker Street, London
EC2Y 9HR, England


Attn: William P. Rogers, Jr.




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20-F/A (Amendment No. 1) 2002




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Explanatory Note

Introduction

This Amendment No. 1 (Amendment No. 1)
to the Annual Report on Form 20-F for the year ended
December 31, 2002, as filed with the SEC on March 31,
2003 (the Original Form 20-F), amends portions of the
Original Form 20-F to give effect to the Reserves
Restatement (as defined below) and the Financial Restatement (as
defined below) by the registrants (including the financial
statements of the Royal Dutch/ Shell Group of Companies (the
Group)) as described in further detail below. This Amendment
No. 1 also gives effect to other changes relating to
certain accounting and unaudited oil and gas reserves matters
unrelated to the Reserves Restatement and Financial Restatement.
Unless otherwise stated or as set forth in the Financial
Statements included herein, all information presented in this
Amendment No. 1 is as at March 3, 2003.


This Amendment No. 1 amends and restates in
their entirety Items 3, 4, 5, 6, 8, 11, 15, 17 and 19 of the
Original Form 20-F, and no other information included in
the Original Form 20-F is amended hereby.

This Amendment No. 1 does not amend the
registrants Annual Reports on Form 20-F filed with the
U.S. Securities and Exchange Commission (the SEC) for the year
ended December 31, 2001 or any prior period. In addition,
the registrants have not amended any financial information
furnished to the SEC under cover of Form 6-K for any period
to reflect either the Reserves Restatement or the Financial
Restatement. The financial statements and related financial
information and unaudited oil and gas reserves information
contained in such documents have been superseded by the
information contained in this Amendment No. 1.

Reserves Restatement

On January 9, 2004, the Group announced the
removal from proved reserves of approximately 3.9 billion
barrels of oil equivalent (boe) of oil and gas that were
originally reported as at December 31, 2002. As a result of
further reviews conducted with the assistance of external
petroleum consultants of over 90% of the Groups proved
reserves volumes (the Reserves Review), the Group determined to
increase the total volume of reserves to be removed from the
proved category to 4.47 billion boe and to restate the
unaudited oil and gas reserves disclosures contained in the
supplementary information accompanying the financial statements
contained in the Original Form 20-F (the Reserves
Restatement) to give effect to the removal of these volumes as
of the earliest date on which they did not represent
proved reserves within the applicable rules of the
SEC (which in many cases is the date on which the volumes were
initially booked as proved reserves). 12% of the volumes
de-booked had been in the proved developed reserves category and
88% had been categorised as proved undeveloped reserves. This
Amendment No. 1 includes information regarding proved oil
and gas reserves that have been restated to give effect to the
Reserves Restatement. Please refer to Supplementary
information  Oil and Gas (unaudited) beginning
on page G50 of this Amendment No. 1 for additional
information regarding the Reserves Restatement.


Following the January 9, 2004 announcement
of the reserves recategorisation described above, the Group
Audit Committee (GAC) appointed Davis Polk & Wardwell
to lead an independent review of the facts and circumstances
surrounding the recategorisation, and to report its findings and
any proposed remedial actions to the GAC for its consideration.
Based largely on the Davis Polk & Wardwell report (as
described in further detail under Controls and
Procedures on pages 65 to 67), Royal Dutch and
Shell Transport have determined that the principal causes that
permitted the initial booking and maintenance of the volumes
impacted by the Reserves Restatement as proved reserves are as
follows:



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Groups guidelines for booking proved
    reserves were inadequate in several respects, including
    (i) containing inconsistencies with the SECs rules
    and published guidance relating to proved reserves and
    (ii) failing to clearly and sufficiently impart these
    requirements and guidance to users of the guidelines. In
    addition, users of the guidelines in certain cases misapplied or
    disregarded SEC rules and published guidance and in some cases
    only applied changes in the guidelines prospectively rather than
    retrospectively. There was also insufficient knowledge and
    training among users of the guidelines of the SEC requirements
    relating to proved reserves.
| 
| | Executives and employees encouraged the booking
    of proved reserves, while discouraging the debooking of
    previously booked reserves. This fostered an atmosphere that
    failed to emphasise the paramount importance of the compliance
    element of proved reserves decisions.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
| | There were other material weaknesses in the
    Groups controls relating to the booking of proved
    reserves, including insufficient resources allocated to the
    Group Reserves Auditor and Group Reserves Co-ordinator
    functions, a lack of clarity in the allocation of
    responsibilities between the Group Reserves Auditor and the
    Group Reserves Co-ordinator and a lack of direct reporting
    responsibility of the Group Reserves Auditor to the Group
    internal audit function and of the business chief financial
    officers to the Group Chief Financial Officer.                                                                                                                            

These issues are described in more detail under
Controls and Procedures and Supplementary
information  Oil and Gas (unaudited).



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20-F/A (Amendment No. 1) 2002




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Financial Restatement

Reserves related adjustments

In view of the inappropriate overstatement of
unaudited proved reserves information, it was determined to
restate the Financial Statements of the Group and each of the
Parent Companies as at December 31, 2002 and 2001 and for
each of the years ended December 31, 2002, 2001 and 2000
(the Financial Restatement) to reflect the impact of the
Reserves Restatement on those Financial Statements (as announced
on April 19, 2004). This overstatement of unaudited proved
reserves information had the effect of understating the
depreciation, depletion and amortisation charges related to
Exploration and Production in each of the years covered by the
Financial Restatement. The bulk of the impact on the Financial
Statements relates to proved developed reserves that were
de-booked, with the remaining impact relating to well cost
write-offs. As capitalised costs relating to Exploration and
Production were amortised across fewer proved reserves
(following the Reserves Restatement), depreciation, depletion
and amortisation associated with annual production volumes
increased proportionally.


The following table sets forth the adjustments
made to reported results to eliminate the effect of the
inappropriate overstatement of reserves and to reflect
impairments and write-offs of well costs related to the Reserves
Restatement:

|                                                  |  |           |      |   |      |  |      |      |  |  |      |   |  |  |      |  
|------------------------------------------------- |  | --------- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|                                                  |  |          
|Net income reserves restatement effects           |  | $ million |     
|                                                 
|                                                  | 
|                                                  |  | pre 2000  |      |   | 2000 |  |      | 2001 |  |  | 2002 |  
|                                                 
|                                                  | 
|Depreciation, depletion and amortisation          |  |           |     |   |      |  | (132 | )    |  |  | (84  | ) |  |  | (166 | )
|Exploration costs                                 |  |           | (70  | ) |      |  | (7   | )    |  |  | (7   | ) |  |  |     |  
|Share of operating profit of associated companies |  |           | (37  | ) |      |  |     |      |  |  | 18   |   |  |  |     |  
|                                                 
|Income before taxation                            |  |           | (107 | ) |      |  | (139 | )    |  |  | (73  | ) |  |  | (166 | )
|                                                 
|Total tax                                         |  |           | 61   |   |      |  | 53   |      |  |  | 27   |   |  |  | 65   |  
|                                                 
|Income after taxation                             |  |           | (46  | ) |      |  | (86  | )    |  |  | (46  | ) |  |  | (101 | )
|Minority interest                                 |  |           |     |   |      |  | 6    |      |  |  | 4    |   |  |  | (7   | )
|                                                 
|Net income                                        |  |           | (46  | ) |      |  | (80  | )    |  |  | (42  | ) |  |  | (108 | )
|                                                 

Treatment of exploration costs

The treatment of exploration costs has been
changed, with restatement of prior period information, to
correct an inappropriate departure from US GAAP relating to
certain exploratory drilling costs in an area requiring major
capital expenditure before production can begin and where
commercially producible quantities of reserves have been found.
Previously these costs remained capitalised for longer than 12
months following the completion of exploratory drilling provided
that the project was being actively progressed towards the
development phase. The costs of drilling such exploration wells
are now expensed unless either (a) drilling of additional
exploratory wells is under way or firmly planned for the near
future or (b) proved reserves are booked within 12 months
following the completion of exploratory drilling. The Group
voluntarily changed its accounting policy under Netherlands GAAP
to harmonise it with the treatment employed by the Group under
US GAAP. The effect of this change under both US GAAP and
Netherlands GAAP is a reduction in previously reported net
income for 2002 of $61 million (2001: $14 million;
2000: $42 million) and a reduction in previously reported
net assets as at December 31, 2002 of
$155 million (2001: $91 million).


Treatment of certain gas contracts

The treatment of certain gas contracts has been
changed, with restatement of prior period information, to
correct an inappropriate departure from US GAAP relating to the
failure to mark to market in 2002 certain contracts for the sale
and delivery of own natural gas production from the UK North
Sea. The Group voluntarily changed its accounting policy under
Netherlands GAAP to harmonise it with the treatment employed by
the Group under US GAAP. The effect of this change under both US
GAAP and Netherlands GAAP is a reduction in previously reported
net income for 2002 and net assets at December 31, 2002 of
$39 million. There was no effect on any prior year.


Parent Company earnings per share

The earnings per share of each Parent Company are
also being restated to correct an error in the number of shares
used in determining the earnings per share of each Parent
Company. In each case, shares held by Group companies to back
share options were treated as outstanding for purposes of the
calculation of earnings per share (which had the effect of there
being more shares considered outstanding for purposes of the
calculation than would be in accordance with Netherlands GAAP
and US GAAP). As a result, earnings per share of each
Parent Company were understated. A note containing information
regarding the effect on earnings per share is contained in the
Financial Statements of each Parent Company. Please refer to
Note 12 to the Royal Dutch Financial Statements and
Note 5 to the Shell Transport Financial Statements.




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Change in accounting policy for inventories

The restatement of the Financial Statements also
gives effect to the Groups election to make a change in
accounting principle relating to inventories. Previously, the
cost of certain North American inventories had been determined
on the last-in first-out (LIFO) method. As a result of this
change in accounting principle, the cost of these inventories
will be determined on the first-in first-out (FIFO) method. The
Group voluntarily changed from the LIFO method for these North
American inventories to the FIFO method is being made to achieve
a consistent method of determining inventory cost across the
Group and harmonises the US GAAP inventory costing method with
the method employed by the Group under Netherlands GAAP. The
Group accounting policies under Netherlands GAAP have been
changed from the policies used in previous Financial Statements
to correct inappropriate departures from Netherlands GAAP
relating to the accounting for certain inventories in North
America under the LIFO method, which in combination with the
adoption of FIFO as the basis for accounting of the Groups
inventories in the rest of the world, is not an acceptable
method under Netherlands GAAP. Additionally, the Group will be
adopting International Financial Reporting Standards (IFRS) in
2005. Under IFRS, LIFO is not a permitted method for valuing
inventory. The effect of this change in accounting principle
under both US GAAP and Netherlands GAAP is an increase in
previously reported net income for 2002 of $511 million, a
decrease in previously reported 2001 net income of
$446 million and an increase in previously reported 2000
net income of $269 million, and to increase previously
reported net assets as at December 31, 2002 by
$850 million (2001: $339 million; 2000:
$783 million). The impact on investments at
December 31, 2002 relates to Motiva (2001: Equilon and
Motiva).


Presentation of Netherlands GAAP Financial
Statements

The Group formerly presented its Financial
Statements on the basis of US and Netherlands GAAP. As part of
the Financial Restatement the Group now separately presents its
Financial Statements under US GAAP and
Netherlands GAAP and includes a reconciliation of the
differences in the Notes to the Netherlands GAAP Financial
Statements.


General

This Amendment No. 1 includes restated
Financial Statements as at December 31, 2002 and 2001 and
for the years ended December 31, 2002, 2001 and 2000.
Additional disclosure is contained in Note 2, Restatement
of previously issued Financial Statements, to the Group
Financial Statements included herein regarding the nature of the
restatement adjustments and shows the impact of restatement
adjustments on fixed assets and inventories as at
December 31, 2002 and 2001; the line items in which
depreciation, depletion and amortisation expense relating to
Exploration and Production is reflected; cost of sales; and
operating profit and net income for each year in the three-year
period ended December 31, 2002.




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Cross Reference Sheet for Annual Report on
Form 20-F


|                                                                                        |  |                                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                        |  |                                                                                                                                                                                                                                                                               
|                                                                                        |  | Headings* in this Amendment No. 1 which relate to:                                                                                                                                                                                                                            
|                                                                                       
|                                                                                       
|                                                                                        |  | N.V. Koninklijke Nederlandsche                                                                                                                                                                                                                                                 |  | The Shell Transport and                                                                                                                                                                                                                                                     
|                                                                                        |  | Petroleum Maatsschappij                                                                                                                                                                                                                                                        |  | Trading Company, Public                                                                                                                                                                                                                                                       
|Item number and captions                                                                |  | (Royal Dutch Petroleum Company)                                                                                                                                                                                                                                                |  | Limited Company                                                                                                                                                                                                                                                               
|                                                                                       
|                                                                                       
|1 Identity of Directors, Senior
    Management and Advisers                             |  | Not applicable                                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                                                
|                                                                                       
|2 Offer Statistics and Expected
    Timetable                                           |  | Not applicable                                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                                                
|                                                                                       
|3 Key Information                                                                       |  | Selected Financial
    Data Royal Dutch
    Discussion and Analysis of Financial Condition and Results of
    Operations Group
    Group  Business and Property risk
    factors                                                                                           |  | Selected Financial
    Data Shell Transport
    Discussion and Analysis of Financial Condition and Results of
    Operations Group
    Group  Business and Property risk
    factors                                                                                      
|                                                                                       
|4 Information on the Company                                                            |  | Introduction
    Parent Companies, GroupDiscussion and Analysis of Financial Condition and Results
    of Operations Group
    Group  Business and Property Supplementary
    information  Oil and Gas (unaudited)
    Introduction                                        |  | Introduction
    Parent Companies, GroupDiscussion and Analysis of Financial Condition and Results
    of Operations Group
    Group  Business and Property
    Supplementary information  Oil and Gas (unaudited)
    Introduction                                       
|                                                                                       
|5 Operating and Financial Review
    and Prospects                                      |  | Discussion and Analysis of Financial Condition
    and Results of Operations
    Royal Dutch, Group
    Group  Business and Property
    business environment, description of activities, research                                                                          |  | Discussion and Analysis of Financial Condition
    and Results of Operations
    Shell Transport, Group
    Group  Business and Property
    business environment, description of activities, research                                                                     
|                                                                                       
|6 Directors, Senior Management
    and Employees                                        |  | Royal Dutch  control of registrant,
    management, share ownership
    Note 11 to Royal Dutch Financial StatementsGroup  Business and Property
    personnel                                                                                                               |  | Shell Transport  control of
    registrant, management, share ownership
    Note 11 to Shell Transport Financial StatementsGroup  Business and Property
    personnel                                                                                                      
|                                                                                       
|7 Major Shareholders and Related
    Party Transactions                                 |  | Royal Dutch  control of registrant                                                                                                                                                                                                                                            |  | Shell Transport  control of registrant                                                                                                                                                                                                                                       
|                                                                                       
|8 Financial Information                                                                 |  | Index to Financial Statements and Exhibits
    Financial Statements Royal
    Dutch, GroupSelected Financial Data Royal DutchDiscussion and Analysis of Financial Condition and Results
    of Operations Royal Dutch, Group                                                |  | Index to Financial Statements and Exhibits
    Financial Statements Shell
    Transport, GroupSelected Financial Data Shell TransportDiscussion and Analysis of Financial Condition and Results
    of Operations Shell Transport, Group                                   
|                                                                                       
|9 The Offer and Listing                                                                 |  | Royal Dutch  Nature of trading market                                                                                                                                                                                                                                         |  | Shell Transport  Nature of trading
    market                                                                                                                                                                                                                                
|                                                                                       
|10 Additional Information                                                               |  | Royal Dutch  Articles of Association,
    exchange controls and other limitations affecting security
    holders, taxationIntroduction documents on display                                                                                                                  |  | Shell Transport  Memorandum and
    Articles of Association, exchange controls and other limitations
    affecting security holders, taxationIntroduction documents on display                                                                                              
|                                                                                       
|11 Quantitative and Qualitative
    Disclosures about Market Risk                       |  | Discussion and Analysis of Financial Condition
    and Results of Operations
    Group  risk management and internal control, treasury
    and trading risksSupplementary information  Derivatives and other
    Financial Instruments and Derivative Commodity Instruments |  | Discussion and Analysis of Financial Condition
    and Results of Operations
    Group  risk management and internal control, treasury
    and trading risksSupplementary information  Derivatives and other
    Financial Instruments and Derivative Commodity Instruments
|                                                                                       
|12 Description of Securities Other
    than
    Equity Securities                       |  | Not applicable                                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                                                
|                                                                                       
|13 Defaults, Dividend Arrearages and
    Delinquencies                                  |  | None                                                                                                                                                                                                                                                                           |  | None                                                                                                                                                                                                                                                                          
|                                                                                       
|14 Material Modifications to the Rights
    of
    Security Holders and Use of Proceeds |  | None                                                                                                                                                                                                                                                                           |  | None                                                                                                                                                                                                                                                                          
|                                                                                       
|15 Controls and Procedures                                                              |  | Controls and Procedures                                                                                                                                                                                                                                                        |  | Controls and Procedures                                                                                                                                                                                                                                                       
|                                                                                       
|17 Financial Statements                                                                 |  | Financial
    Statements Royal Dutch,
    Group                                                                                                                                                                                                                               |  | Financial
    Statements Shell
    Transport, Group                                                                                                                                                                                                                          
|                                                                                       
|18 Financial Statements                                                                 |  | Not applicable                                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                                                
|                                                                                       
|19 Exhibits                                                                             |  | Index to Financial Statements and
    Exhibits                                                                                                                                                                                                                                 |  | Index to Financial Statements and
    Exhibits                                                                                                                                                                                                                                
|                                                                                       



|  |                                                                                                                                                                                                      
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Names of the registrants and references to the
    Royal Dutch/ Shell Group of Companies appearing in headings have
    been abbreviated to Royal Dutch, Shell Transport and Group,
    respectively.



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---



N.V. Koninklijke Nederlandsche Petroleum
Maatschappij


(Royal Dutch Petroleum Company),


The Shell Transport and Trading
Company, Public Limited Company



---










|                                                                                     |                                    |      |      |    | 
|------------------------------------------------------------------------------------ | ---------------------------------- | ---- | ---- | -- | 
|List of contents                                                                     |                                    | Page
|                                                                                    
|                                                                                    
|Introduction                                                                         |                                    |      |      |   
|A. The Parent
    Companies                                                          |                                    |      | viii |   
|B. Royal Dutch/Shell
    Group of Companies                                          |                                    |      | 2    |   
|C. Presentation of
    information                                                   |                                    |      | 3    |   
|D. Documents on
    display                                                          |                                    |      | 3    |   
|                                                                                    
|Royal Dutch/Shell Group
    of Companies  Business and Property                     |                                    |      |      |   
|A. Activities and major
    interests                                                |                                    |      | 4    |   
|B. Business
    environment                                                          |                                    |      | 5    |   
|C. General development
    of the business                                           |                                    |      | 6    |   
|D. Risk factors                                                                      |                                    |      | 6    |   
|E. Description of
    activities                                                     |                                    |      | 7    |   
|                                                                                     | 1.  Exploration
    and Production |      |      | 7  | 
|                                                                                     | 2.  Gas &
    Power                |      |      | 20 | 
|                                                                                     | 3.  Oil
    Products               |      |      | 23 | 
|                                                                                     | 4.  Chemicals                      |      |      | 29 | 
|                                                                                     | 5.  Renewables                     |      |      | 32 | 
|                                                                                     | 6.  Other
    Activities           |      |      | 33 | 
|                                                                                     | 7.  Research                       |      |      | 33 | 
|F.  Personnel                                                                        |                                    |      | 34   |   
|                                                                                    
|Selected Financial
    Data                                                          |                                    |      |      |   
|Royal Dutch                                                                          |                                    |      | 35   |   
|Shell Transport                                                                      |                                    |      | 35   |   
|                                                                                    
|Discussion and Analysis
    of Financial Condition and Results of Operations         |                                    |      |      |   
|Royal Dutch Petroleum
    Company                                                    |                                    |      | 36   |   
|The Shell
    Transport and Trading Company, Public Limited Company                |                                    |      | 37   |   
|Royal Dutch/Shell Group of
    Companies                                             |                                    |      | 38   |   
|                                                                                    
|Controls and
    Procedures                                                          |                                    |      | 65   |   
|                                                                                    
|Royal Dutch Petroleum
    Company                                                    |                                    |      |      |   
|Control of registrant                                                                |                                    |      | 68   |   
|Nature of trading market                                                             |                                    |      | 68   |   
|Articles of Association                                                              |                                    |      | 69   |   
|Exchange controls and other
    limitations affecting security holders               |                                    |      | 72   |   
|Taxation                                                                             |                                    |      | 72   |   
|Management                                                                           |                                    |      | 72   |   
|Shares under option and
    share purchase plan                                      |                                    |      | 76   |   
|                                                                                    
|The Shell
    Transport and Trading Company, Public Limited
    Company            |                                    |      |      |   
|Control of registrant                                                                |                                    |      | 77   |   
|Nature of trading market                                                             |                                    |      | 77   |   
|Memorandum and Articles of
    Association                                           |                                    |      | 78   |   
|Exchange controls and other
    limitations affecting security holders               |                                    |      | 81   |   
|Taxation                                                                             |                                    |      | 81   |   
|Management                                                                           |                                    |      | 82   |   
|Shares under option and
    share purchase plan                                      |                                    |      | 86   |   
|                                                                                    
|Index to the Financial
    Statements and Exhibits                                   |                                    |      | 87   |   
|                                                                                    
|Financial
    Statements                                                             |                                    |      |      |   
|Royal Dutch Petroleum
    Company                                                    |                                    |      | R1   |   
|The Shell
    Transport and Trading Company, Public Limited Company                |                                    |      | S1   |   
|Royal Dutch/ Shell Group of
    Companies                                            |                                    |      | G1   |   
|                                                                                    
|Supplementary
    information                                                        |                                    |      |      |   
|Oil and Gas (unaudited)                                                              |                                    |      | G50  |   
|Derivatives and other
    Financial Instruments and Derivative Commodity Instruments |                                    |      | G62  |   
|                                                                                    
|Exhibits                                                                             |                                    |      | E1   |   
|                                                                                    
|EXHIBIT 23.1                                                                        
|EXHIBIT 23.2                                                                        
|EXHIBIT 23.3                                                                        
|EXHIBIT 23.4                                                                        
|EXHIBIT 23.5                                                                        
|EXHIBIT 23.6                                                                        
|EXHIBIT 23.7                                                                        
|EXHIBIT 99.1                                                                        
|EXHIBIT 99.2                                                                        
|EXHIBIT 99.3                                                                        
|EXHIBIT 99.4                                                                        
|EXHIBIT 99.5                                                                        
|EXHIBIT 99.6                                                                        





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Introduction




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(CHART)



A     THE PARENT
COMPANIES

N.V. Koninklijke Nederlandsche Petroleum
Maatschappij (Royal Dutch Petroleum Company, hereinafter
referred to as Royal Dutch) was incorporated on
June 16, 1890, under the laws of the Netherlands.

The   Shell   Transport and Trading
Company, Public Limited Company (hereinafter referred to as
Shell Transport) was incorporated on
October 18, 1897, under the laws of England.

Royal Dutch and Shell Transport do not engage in
operational activities. They derive the whole of their
respective incomes  except for interest income on
cash balances or short-term investments  from their
respective interests in the companies known collectively as the
Royal Dutch/ Shell Group of Companies.





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B     ROYAL DUTCH/
SHELL GROUP OF COMPANIES

The numerous companies in which Royal Dutch and
Shell Transport own investments are collectively referred to as
the Royal Dutch/ Shell Group of Companies. Royal Dutch and Shell
Transport are the Parent Companies of the Group but are not
themselves part of it. The Royal Dutch/ Shell Group of Companies
has grown out of an alliance made in 1907 between Royal Dutch
and Shell Transport, by which the two companies agreed to merge
their interests on a 60:40 basis while remaining separate and
distinct entities. Arrangements between Royal Dutch and Shell
Transport provide, inter alia, that, notwithstanding
variations in shareholdings, Royal Dutch and Shell Transport
shall share in the aggregate net assets and in the aggregate
dividends and interest received from Group companies in the
proportion of 60:40. It is further arranged that the burden of
all taxes in the nature of or corresponding to an income tax
leviable in respect of such dividends and interests shall fall
in the same proportion.

The illustration on the previous page shows the
relationship between the Parent Companies and the Royal Dutch/
Shell Group of Companies.

Group Holding Companies

There are two Group Holding Companies: Shell
Petroleum N.V. in the Netherlands and The Shell Petroleum
Company Limited in the UK. The Group Holding Companies between
them hold all the shares in the Service Companies and, directly
or indirectly, all Group interests in the Operating Companies.
Some of these interests, including all the shares in the
US-based Shell Oil Company (hereinafter referred to as
Shell Oil, which expression shall include its
subsidiaries), are held by Shell Petroleum Inc., a Delaware
Corporation. Shell Petroleum N.V. holds equity shares in Shell
Petroleum Inc. that entitle it to the dividend flow from that
company, but direct controlling interest in Shell Petroleum Inc.
is jointly held by Royal Dutch and Shell Transport.


Royal Dutch is entitled to have its nominees
elected as a majority of, and Shell Transport is entitled to
have its nominees elected as the balance of, the members of the
Boards of Directors of the two Group Holding Companies. Every
member of the Board of Management of Royal Dutch and every
Managing Director of Shell Transport is also a member of the
Presidium of the Board of Directors of Shell Petroleum N.V. and
a Managing Director of The Shell Petroleum Company Limited. As
such, they are generally known as Group Managing
Directors. They are also appointed by the Boards of Shell
Petroleum N.V. and The Shell Petroleum Company Limited to a
joint committee known as the Committee of Managing Directors,
which considers and develops objectives and long-term plans.

Service Companies

The main business of the Service Companies is to
provide advice and services to other Shell companies.


Operating Companies

Present in more than 145 countries and
territories around the world, the companies of the Royal Dutch/
Shell Group are engaged in the business of Exploration and
Production, Gas & Power, Oil Products, Chemicals and
Renewables as well as Other Activities.


Exploration and Production: Searches for, finds
and produces crude oil and natural gas. Builds and operates the
infrastructure needed to deliver hydrocarbons to market.

Gas & Power: Liquefies and transports
natural gas, develops gas markets and infrastructure, develops
gas-fired power plants and engages in the marketing and trading
of natural gas and electricity. Converts natural gas to liquids
to provide clean fuels.

Oil Products: Markets transportation fuels,
lubricants and speciality products. Refines, supplies, trades
and ships crude oil and petroleum products. Provides technical
consultancy services.

Chemicals: Produces and sells petrochemical
building blocks and polyolefins globally.

Renewables: Generates green
electricity and provides renewable energy solutions. Develops
and operates wind parks; manufactures and markets solar systems.

Other Activities include Shell Consumer and Shell
Hydrogen.

The management of each Operating Company is
responsible for the performance and long-term viability of its
own operations, but it can draw on the experience of the Service
Companies and, through them, of other Operating Companies.

The information contained on the list of
significant Group companies, including the jurisdiction of
incorporation and the Parent Companies proportion of
ownership, filed as Exhibit 8 to the Original
Form 20-F, is incorporated herein by reference.



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C   PRESENTATION OF
INFORMATION

The information in this Amendment No. 1
relating to Royal Dutch has been provided by Royal Dutch and
that relating to Shell Transport has been provided by Shell
Transport.

The information given in this Amendment
No. 1 for the Royal Dutch/ Shell Group of Companies
reflects the operational and financial results of Group
companies throughout the world. The financial information given
is an aggregation of the accounts of all Group companies (except
where otherwise indicated) expressed in US dollars.

The companies in which Royal Dutch and Shell
Transport directly or indirectly own investments are separate
and distinct entities, but in this Amendment No. 1 the
collective expressions Shell and Group
are sometimes used for convenience in contexts where reference
is made to the companies of the Royal Dutch/ Shell Group in
general. Likewise the words we, us and
our are sometimes used in some places to refer to
companies of the Royal Dutch/ Shell Group in general, and in
others to those who work in those companies. These expressions
are also used where no useful purpose is served by identifying
the particular company or companies. The expression Group
companies as used in this Amendment No. 1 refers to
companies in which Royal Dutch and Shell Transport either
directly or indirectly have control, by having either a majority
of the voting rights or the right to exercise a controlling
influence. The companies in which Group companies have
significant influence but not control are referred to as
associated companies.

The expression Operating Companies as
used in this Amendment No. 1 refers to those Group and
associated companies which are engaged in various branches of
the businesses of oil, natural gas, chemicals, power generation
and renewable energy as well as in other businesses. The term
Group interest is used for convenience to indicate
the direct or indirect equity interest held by the Group Holding
Companies in a venture or partnership or company (i.e., after
exclusion of all third-party interests).

The figures shown in most of the tables in this
Amendment No. 1 represent those in respect of Group
companies only, without deduction of minority interests.
However, where figures are given specifically for oil production
(net of royalties in kind), natural gas production available for
sale, and both the refinery processing intake and total oil
product sales volumes of Equilon and the Motiva joint venture
(following the Groups additional share purchases in 2002,
Equilon is no longer a joint venture), the term Group
share is used for convenience to indicate not only the
volumes to which Group companies are entitled (without deduction
in respect of minority interests in Group companies) but also
the portion of the volumes of associated companies to which
Group companies are entitled or which is proportionate to the
Group interest in those companies.

Except as otherwise specified or as contained in
the Financial Statements, all financial information contained in
this Amendment No. 1 is presented in accordance with
accounting principles generally accepted in the
United States.

The discussion and analysis in this Amendment
No. 1 contains forward-looking statements that are subject
to risk factors associated with the oil, gas, chemicals, power
generation and renewable resources businesses. It is believed
that the expectations reflected in these statements are
reasonable, but they may be affected by a variety of variables
which could cause actual results or trends to differ materially,
including, but not limited to: price fluctuations, actual
demand, currency fluctuations, drilling and production results,
reserve estimates, loss of market, industry competition,
environmental risks, physical risks, the risks of doing business
in developing countries, legislative, fiscal and regulatory
developments, potential litigation and regulatory effects
arising from recategorisation of reserves, economic and
financial market conditions in various countries and regions,
political risks, project delay or advancement, approvals and
cost estimates.




D   DOCUMENTS ON
DISPLAY

Documents concerning Royal Dutch, Shell Transport
or the Royal Dutch/ Shell Group of Companies referred to in this
Amendment No. 1 that have been filed with the SEC may be
examined and copied at the public reference facility maintained
by the SEC at 450 Fifth Street, N.W., Room 1300,
Washington, D.C. 20549. You may also obtain copies of these
materials by mail. For further information on the operation of
the public reference room and the copy charges, please call the
SEC at (800) SEC0330. All of the SEC filings made
electronically by Royal Dutch and Shell Transport are available
to the public at the SEC website at www.sec.gov.



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Royal Dutch/ Shell Group of Companies



Business and Property




---









A   ACTIVITIES AND MAJOR
INTERESTS

The companies of the Royal Dutch/ Shell Group are
engaged worldwide in all the principal aspects of the oil and
natural gas industry. They also have interests in chemicals and
additional interests in power generation, renewable energy
(chiefly in wind and solar energy), and other businesses.

Oil and gas, by far the largest of the Group
companies business activities, accounted for over 90% of
net proceeds in 2002. In fact, Group and associated companies
constitute one of the largest oil and gas enterprises in the
world. They market their oil products in more countries than any
other oil company, and have a strong position not only in the
major industrialised countries but also in the developing ones.
The distinctive Shell pecten (a trademark in use since the early
part of the twentieth century) and trademarks in which the word
Shell appears, support this marketing effort
throughout the world. Taken together, Group and associated
companies also rank among the worlds major chemical
companies; in 2002 chemicals accounted for around 8% of the net
proceeds of Group companies. The Groups interests in power
generation and renewable energy are considerably smaller.
Nevertheless, the Groups Renewables business is now one of
the largest global solar enterprises following the acquisition
of the Siemens solar business early in 2002. Renewables also has
plans to become a leading player in the wind energy sector. The
Groups various activities are conducted  to one
extent or another  in more than 145 countries
and territories.

The breakdown of net proceeds of Group companies
by industry segment and by geographical region for the years
2000 to 2002 is set out in the following tables:

|                                               |  |           |         |  |      |  |         |      |  |  |         | 
|---------------------------------------------- |  | --------- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                                               |  |          
|Net Proceeds by Industry Segment (as restated) |  |          
|(including inter-segment sales)                |  | $ million |        
|                                              
|                                               | 
|                                               |  | 2002      |         |  | 2001 |  |         | 2000 | 
|                                              
|                                               | 
|Exploration and Production                     |  |           |         |  |      |  |         |      |  |  |         | 
|Third parties                                  |  |           | 11,901  |  |      |  | 12,057  |      |  |  | 13,375  | 
|Inter-segment                                  |  |           | 14,680  |  |      |  | 13,790  |      |  |  | 14,195  | 
|                                              
|                                               |  |           | 26,581  |  |      |  | 25,847  |      |  |  | 27,570  | 
|                                              
|Gas & Power                                    |  |           |         |  |      |  |         |      |  |  |         | 
|Third parties                                  |  |           | 16,992  |  |      |  | 15,721  |      |  |  | 15,991  | 
|Inter-segment                                  |  |           | 620     |  |      |  | 705     |      |  |  | 496     | 
|                                              
|                                               |  |           | 17,612  |  |      |  | 16,426  |      |  |  | 16,487  | 
|                                              
|Oil Products                                   |  |           |         |  |      |  |         |      |  |  |         | 
|Third parties                                  |  |           | 135,544 |  |      |  | 93,517  |      |  |  | 104,002 | 
|Inter-segment                                  |  |           | 3,080   |  |      |  | 2,108   |      |  |  | 2,280   | 
|                                              
|                                               |  |           | 138,624 |  |      |  | 95,625  |      |  |  | 106,282 | 
|                                              
|Chemicals                                      |  |           |         |  |      |  |         |      |  |  |         | 
|Third parties                                  |  |           | 14,125  |  |      |  | 13,260  |      |  |  | 15,205  | 
|Inter-segment                                  |  |           | 1,082   |  |      |  | 990     |      |  |  | 1,102   | 
|                                              
|                                               |  |           | 15,207  |  |      |  | 14,250  |      |  |  | 16,307  | 
|                                              
|Corporate and other                            |  |           |         |  |      |  |         |      |  |  |         | 
|Third parties                                  |  |           | 753     |  |      |  | 576     |      |  |  | 480     | 
|Inter-segment                                  |  |           | 17      |  |      |  | 2       |      |  |  |        | 
|                                              
|                                               |  |           | 770     |  |      |  | 578     |      |  |  | 480     | 
|                                              
|                                               |  |           | 198,794 |  |      |  | 152,726 |      |  |  | 167,126 | 
|                                              

|                                                |  |           |         |  |      |  |         |      |  |  |         | 
|----------------------------------------------- |  | --------- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                                               
|Net Proceeds by Geographical Area (as restated)
|(excluding inter-segment sales)                 |  | $ million |        
|                                               
|                                                | 
|                                                |  | 2002      |         |  | 2001 |  |         | 2000 | 
|                                               
|                                                | 
|Europe                                          |  |           | 65,073  |  |      |  | 62,259  |      |  |  | 68,060  | 
|Other Eastern Hemisphere                        |  |           | 33,322  |  |      |  | 31,866  |      |  |  | 34,144  | 
|USA                                             |  |           | 62,632  |  |      |  | 21,095  |      |  |  | 26,089  | 
|Other Western Hemisphere                        |  |           | 18,288  |  |      |  | 19,911  |      |  |  | 20,760  | 
|                                               
|                                                |  |           | 179,315 |  |      |  | 135,131 |      |  |  | 149,053 | 
|                                               

The Group Financial Statements have been
restated. See Note 2 to the Group Financial 
 Statements.



4 Royal
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B   BUSINESS
ENVIRONMENT

In 2002, Brent crude prices averaged $25.05 a
barrel compared with $24.45 a barrel in 2001. Crude oil prices
recovered steadily in the first three quarters of 2002 from
below $20 to in excess of $30 a barrel amid production
restraints by key producing countries. Prices subsequently
weakened as major oil producers increased output significantly
to meet higher seasonal demand in the fourth quarter, falling
close to $24 a barrel by late November. In December prices
rebounded when supply from Venezuela was disrupted and had risen
to just above $30 a barrel by year-end.

From 1983 through 2002 the Brent crude oil price
has averaged around $20 a barrel, from 1998 through 2002
averaged approximately $22 a barrel and from 2000 through 2002
the price averaged almost $26 a barrel.

The Group uses a range of prices for crude oil to
test opportunities on the downside and look at the upside of
potential projects. This method is applied to understand the
composition of projects in the portfolio and how these respond
over a broad range of prices or margins. The crude oil price
outlook for 2003 is uncertain and impacted by developments in
the Middle East and Venezuela. The Group evaluates investments
using multiple price conditions, including price conditions of
less than $20 a barrel to assess the resilience of investments
at low-price conditions.

Crude oil reference price conditions are
determined after careful assessment of short, medium and
long-term drivers of oil and gas prices under different sets of
assumptions, yielding a range of prices to be used in
evaluation. With regard to 2002, crude oil prices were higher
than the conservative expectations of our reference price
conditions but within the bounds of our sensitivity analyses.
Historical analysis, trends and statistical volatility are part
of this assessment, as well as analysis of global and regional
economic conditions, geopolitics, OPEC actions, supply and
demand. Sensitivity analyses are used to test the impact of low
price drivers (economic weakness, rapid resumption of Iraqi
production, greater than expected increase in non-OPEC
production) and high price drivers (greater than expected
economic growth, slower than expected resumption of Iraqi
production). Short-term events (such as relatively warm winters
or cool summers and the resulting effects on demand and
inventory levels) contribute to volatility.

Oil demand growth was exceptionally weak in 2002
at just under 0.2 million barrels/day due to a slow
economic recovery in the USA and a first quarter mild winter,
and fell well below the average annual increase of
1.0 million barrels/day for the past ten years. Demand
growth for 2003 is expected to move closer to this ten-year
average, but there are more uncertainties than usual given
continued weakness of equity markets, risk of further terrorist
actions, impact of high oil prices due to supply disruptions
from Venezuela and Iraq and a tight OPEC supply policy.

The drivers of natural gas prices are more
regionalized than the relatively global nature of crude oil
pricing. Whilst Henry Hub prices are recognised price benchmarks
in North America, the Group also produces natural gas in other
areas that have significantly different supply, demand and
regulatory circumstances.

For the full year 2002, Henry Hub gas prices
averaged $3.33 per million British Thermal Units (Btu) compared
to $4.10 per million Btu in 2001 (when gas prices spiked to
around $10 in the 2000/2001 winter). Prices strengthened towards
the end of 2002. In the fourth quarter of 2002, Henry Hub gas
prices averaged $4.27 per million Btu, with prices over $1
higher than in the third quarter of 2002 and almost $2 more than
a year ago. Higher prices were driven by a rundown in levels of
gas in storage below prior year levels. Concerns about
production declines onshore USA and Western Canada also
contributed to higher prices. In contrast, a year ago, storage
was reaching record levels. Henry Hub prices for 2003 are
expected to firm.

Natural gas prices in Continental Europe and Asia
are predominantly indexed to oil prices. In 2002, Japan industry
wide LNG (cif) prices averaged $4.27 per million Btu versus
$4.64 per million Btu in 2001. Shell LNG is primarily sold
through associated companies, with prices closely related to
industry averages. Realised Shell gas prices in Europe averaged
$2.70 per million Btu in 2002 versus $2.78 per million Btu in
2001.

Excess supply conditions that exist in certain
parts of the world cannot easily serve to mitigate high-price
conditions in the United States or other markets because of lack
of infrastructure and difficulties in transporting natural gas.
The Group is planning to increase investment in long-term
projects in areas of excess supply to install needed
infrastructure to produce and liquefy natural gas for transport
by tanker and regasification in markets where demand is strong.
Consistent with other Group investments, projects of this type
are evaluated using multiple oil price conditions, including
price conditions of less than $20 a barrel to assess the
resilience of investments at low price conditions.

A weak global economy reduced demand for oil
products, together with rising oil prices, put pressure on
refining and marketing margins. Industry refining margins were
at their lowest level for a decade throughout most of the year,
and gross fuel marketing margins declined in all regions.
Refining margins recovered temporarily in October and November
when the seasonal product demand increase coincided with falling
crude oil prices.



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Refining margins are expected to recover in 2003
modestly from the low levels in 2002 with improved product
demand but much will depend on crude oil supply availability,
the severity of the northern hemisphere winter and the pace of
global economic recovery, particularly in the USA. Refining
margin levels in Asia Pacific are likely to continue to be
depressed by surplus refinery capacity in the region. Marketing
margins will remain subject to competitive pressures in
individual markets and to the direction of crude oil price and
exchange rate movements.

Chemicals saw some signs of improvement in the
business environment but it was still a very challenging year
due to difficult trading conditions, particularly in the USA.
Industry utilisation remained flat in Europe but improved in the
USA from historically low levels in 2001. Cracker margins in
both regions were down from 2001.




C   GENERAL DEVELOPMENT OF THE
BUSINESS

Total capital investment in 2002 amounted to
$24.6 billion, including acquisitions. Four important
acquisitions were completed in 2002; Enterprise Oil (Enterprise)
in the UK, DEA Oil (DEA) in Germany, and in the USA
Pennzoil-Quaker State and Texacos interests in Equilon and
Motiva. Excluding major acquisitions, capital investment
totalled $14.2 billion.

The total five year (1998-2002) reserves
replacement ratio is 80% (83% for oil, including natural gas
liquids, and 75% for gas). These replacement ratios reflect a
restatement of the information contained under the same heading
in the Original Form 20-F.

Group and associated companies natural gas
production available for sale through the end of 2002 has
increased by 10% since 2000. Investment continues in the
expansion of existing operations and in major new pipelines.
Moreover, additional liquefied natural gas (LNG) projects and
Gas to Liquids plants are being considered in several countries.
Gas is the environmentally preferred fuel for power generation
and demand for both gas and electricity is expected to grow.

Group companies continue to pursue a policy of a
diversified supply base, and they trade actively in crude oil
and its refined products throughout the world. Major
acquisitions in the USA, the worlds largest market and in
Germany, Europes largest market, have strengthened Oil
Products competitive position and enhanced the quality of
the global portfolio. This has reinforced the objective of Oil
Products of leading the global downstream industry. Furthermore,
the Group will continue to address environmental concerns
through tighter product specifications. Above all, Group
companies will maintain their emphasis on innovative customer
offers, portfolio optimisation and structural cost reduction.
Both refining and marketing operations have maintained efforts
to improve their health, safety and environmental performance.

After a period when the focus has been on
divestment, attention in the Chemicals business in 2002 turned
to strengthening and enhancing the portfolio. A single marketing
and supply company for Europe was established in order to
improve speed and efficiency for customers and suppliers. The
final investment decision to proceed with construction of the
$4.3 billion Nanhai petrochemicals complex in southern
China was taken during 2002. The completion during 2002 of a new
olefins and alcohols unit at the Geismar plant in Louisiana
consolidated the Groups position as a major player in
these products. Further strengthening of the portfolio was
achieved through the completion during 2002 of a styrene
monomer/ propylene oxide business unit in Singapore, and a
benzene plant at Moerdijk, the Netherlands.

In 2002, Renewables became one of the largest
global solar photovotaic (pv) participants by acquiring the
balance of shares in its solar joint venture with Siemens and
E.On, and continued its growth in the wind energy sector with
the development of two wind parks in California, Whitewater Hill
and Cabazon Pass.

All the business activities described in this
section are supported by research. The finding of oil and gas,
the enhancement of recovery from existing fields and the
engineering of offshore structures, are subjects that receive
particular attention, as do the products and processes of oil
refining, gas processing and chemicals manufacturing.




D   RISK FACTORS

The Group and its businesses are subject to
various risks relating to changing competitive, economic,
political, legal, social, industry, business and financial
conditions. These conditions are described below and discussed
in greater detail elsewhere in this Amendment No. 1.

Price fluctuations

Oil, natural gas and chemical prices can vary as
a result of changes in supply and demand for products, which may
be global or limited to specific regions and influenced by
factors such as economic conditions, weather conditions or
action taken by major oil exporting countries.




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Currency fluctuations

The Group is present in more than 145 countries
and territories throughout the world and is subject to risks
from changes in currency values and exchange controls.


Drilling and production results

The Groups future oil and gas production is
significantly dependent on successful drilling and well
development. There are risks in this process in interpretation
of geological and engineering data, project delay, cost overruns
and technical, fiscal and other conditions.


Reserve estimates

Restated unaudited information on oil and gas
reserves is set forth on pages G50 to G61. Oil and gas reserves
cannot be measured exactly since estimation of reserves involves
subjective judgement and determinations based on available
technical and economic information. These judgements may change
based on new information or changes in economic conditions.
Accordingly, oil and gas reserves are subject to revisions,
which may have an adverse impact on the Group.


Loss of market

Group companies are subject to differing economic
and financial market conditions in countries and regions
throughout the world. There are risks to such markets from
political or economic instability, as well as from industry
competition.


Environmental risks

Group companies are subject to a number of
different environmental laws, regulations and reporting
requirements. Costs are incurred for prevention, control,
abatement or elimination of releases into the air and water, as
well as in the disposal and handling of wastes at operating
facilities. Expenditures of a capital nature include both
remedial measures on existing plants and integral features of
new plants.


Physical risks

The Groups assets are subject to risk from
operational hazards, natural disasters and expropriation of
property.


Legislative, fiscal and regulatory
developments

The Groups operations are subject to risk
of change in legislation, taxation and regulation. For
exploration and production activities, these matters include
land tenure, entitlement to produced hydrocarbons, production
rates, royalties, pricing, environmental protection, social
impact, exports, taxes and foreign exchange.


Risks of doing business in politically
sensitive or unstable countries

The Groups operations and earnings
throughout the world have been, and may in the future be,
affected from time to time in varying degree by other political
developments and laws and regulations, such as forced
divestiture of assets; restrictions on production, imports and
exports; war or other international conflicts; civil unrest and
local security concerns that threaten the safe operation of
company facilities; price controls; tax increases and other
retroactive tax claims; expropriation of property; cancellation
of contract rights; and environmental regulations. Both the
likelihood of such occurrences and their overall effect upon the
Group vary greatly from country to country and are not
predictable.


Global political developments

Political developments, including war, embargoes
and political strife in oil producing regions can affect world
oil supply and prices.





E   DESCRIPTION OF
ACTIVITIES



1   Exploration and
Production

Unless otherwise noted, the information contained
in this section is as at or for the year ended December 31,
2002, as applicable.

(a) General

Group and associated companies involved in the
exploration for and production of crude oil and natural gas
operate under a broad range of legislation and regulations that
change over time. These laws and rules cover virtually all
aspects of exploration and production activities, including
matters such as land tenure, entitlement to produced
hydrocarbons, production rates, royalties, pricing,
environmental protection, social impact, exports, taxes and
foreign exchange. The conditions of the leases, licences and
contracts under which oil and gas interests are held vary from
country to country. In almost all cases, the legal agreements




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generally have in common that they are granted by
or entered into with a government, government entity or state
oil company, and that the exploration risk practically always
rests with the oil company. Of these agreements, the following
are most relevant to Group interests:




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Licences (or concessions) which entitle the
    holder to explore for hydrocarbons and exploit any commercial
    discoveries. Under a licence, the holder bears the risk of
    exploration, development and production activities and of
    financing these activities. In principle, the licence holder is
    entitled to the totality of production minus any royalties in
    kind. The state or state oil company may sometimes enter as a
    joint-venture partner sharing the rights and obligations of the
    licence but usually without sharing the exploration risk. In a
    few cases the state oil company or agency has an option to
    purchase a certain share of production.                                                                                                
| 
| | Production sharing contracts entered into with a
    state or state oil company obligate the oil company, as
    contractor, to provide all the financing and bear the risk of
    exploration, development and production activities in exchange
    for a share of the production. Usually this share consists of a
    fixed or variable part, which is reserved for the recovery of
    contractors cost (cost oil); the remainder is split with
    the state or state oil company on a fixed or volume/
    revenue-dependent basis. In some cases the state oil company
    will participate in the rights and obligations of the contractor
    and will share in the costs of development and production. Such
    participation can be across the venture or be on a per-field
    basis.

Group companies exploration and production
interests, including acreage holdings and statistics on wells
drilled and drilling, are shown on pages 14 to 15.

Details of Group companies and the Group
share of associated companies estimated net proved
reserves are summarised in the following table and are set out
in the restated unaudited supplementary oil and gas information
on pages G50 to G61. Particular reference is made to the
statement: Oil and gas reserves cannot be measured exactly since
estimation of reserves involves subjective judgement. Estimates
remain subject to revision. It should be noted that totals are
further influenced by acquisition and divestment activities.
Proved reserves are shown net of any quantities of crude oil or
natural gas that are expected to be taken by others as royalties
in kind but do not exclude certain quantities related to
royalties expected to be paid in cash (except in North America
and in other situations in which the royalty quantities are
owned by others) or those related to fixed margin contracts.
Proved reserves also include certain quantities of crude oil or
natural gas which will be produced under arrangements which
involve Group companies in upstream risks and rewards but which
do not transfer title of the product to those Group companies.

For information regarding the Reserves
Restatement please refer to Supplementary
information  Oil and Gas (unaudited).

As described in the Explanatory Note at ii,
the Group has restated its proved reserves.

Proved Developed and Undeveloped Reserves (as
restated)a

|                                    |  |                 |       |  |      |  |       |      |  |  |       | 
|----------------------------------- |  | --------------- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                                    |  |                
|(at December 31)                    |  | million barrels |      
|                                   
|                                    | 
|                                    |  | 2002            |       |  | 2001 |  |       | 2000 | 
|                                   
|                                    | 
|Crude oil and natural gas liquids   |  |                 |       |  |      |  |       |      |  |  |       | 
|Group companies                     |  |                 | 6,405 |  |      |  | 6,107 |      |  |  | 6,012 | 
|Group share of associated companies |  |                 | 933   |  |      |  | 719   |      |  |  | 895   | 
|                                   
|                                    |  |                 | 7,338 |  |      |  | 6,826 |      |  |  | 6,907 | 
|                                   

|                                    |  |                                      |        |  |  |  |        |  |  |  |        | 
|----------------------------------- |  | ------------------------------------ | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                    |  |                                     
|                                    |  | thousand million standard cubic feet |       
|                                   
|                                   
|Natural gas                         |  |                                      |        |  |  |  |        |  |  |  |        | 
|Group companies                     |  |                                      | 40,290 |  |  |  | 42,059 |  |  |  | 41,453 | 
|Group share of associated companies |  |                                      | 3,412  |  |  |  | 2,819  |  |  |  | 3,232  | 
|                                   
|                                    |  |                                      | 43,702 |  |  |  | 44,878 |  |  |  | 44,685 | 
|                                   



|  |                     | 
|- | ------------------- | 
|a | Excludes oil sands. | 

Capital Expenditure and Exploration Expense by
Geographical Areaa (as restated)

|                                              |  |           |        |  |      |  |       |      |  |  |       | 
|--------------------------------------------- |  | --------- | ------ |  | ---- |  | ----- | ---- |  |  | ----- | 
|                                              |  |          
|(oil and gas exploration and production only) |  | $ million |       
|                                             
|                                              | 
|                                              |  | 2002      |        |  | 2001 |  |       | 2000 | 
|                                             
|                                              | 
|Europe                                        |  |           | 7,519  |  |      |  | 1,236 |      |  |  | 1,024 | 
|Africab                                       |  |           | 1,674  |  |      |  | 1,235 |      |  |  | 749   | 
|Asia Pacificc                                 |  |           | 537    |  |      |  | 1,506 |      |  |  | 404   | 
|Middle East, Russia, CISd                     |  |           | 785    |  |      |  | 473   |      |  |  | 398   | 
|USA                                           |  |           | 2,015  |  |      |  | 2,009 |      |  |  | 1,217 | 
|Other Western Hemisphere                      |  |           | 600    |  |      |  | 426   |      |  |  | 355   | 
|                                             
|                                              |  |           | 13,130 |  |      |  | 6,885 |      |  |  | 4,147 | 
|                                             



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Capital expenditureCapital expenditure is the cost of acquiring property, plant and
    equipment, and  following the successful efforts
    method in accounting for exploration costs  includes
    exploration drilling costs capitalised pending determination of
    commercial reserves. In the case of material capital projects,
    the related interest cost is included until these are
    substantially complete. The amounts above exclude capital
    expenditure relating to the Athabasca Oil Sands Project. In
    addition, the amount shown above includes acquisitions and the
    costs of acquiring Enterprise Oil in 2002 of $5.3 billion
    has been included within the amount shown for Europe. | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exploration expense is the cost of
    geological and geophysical surveys and of other exploratory work
    charged to income as incurred, and exploratory drilling costs
    which were initially taken up in capital expenditure pending
    determination of commercial reserves but where the efforts are
    subsequently determined to be unsuccessful and then charged to
    income (with a corresponding reduction in capital expenditure).
    Exploration expense excludes depreciation and release of
    currency translation differences. | 



|  |                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------
|b | Excludes Egypt.                                                                                                             
| 
|c | Excludes Sakhalin.                                                                                                          
| 
|d | Middle East and Former Soviet Union/Commonwealth
    of Independent States. Includes Caspian region, Egypt and
    Sakhalin.

Average Production Costs of Group Companies by
Geographical Area

|                          |  |                            |      |  |      |  |      |      |  |  |      | 
|------------------------- |  | -------------------------- | ---- |  | ---- |  | ---- | ---- |  |  | ---- | 
|                         
|                          |  |                           
|(as restated)             |  | $/barrel of oil equivalent |     
|                         
|                          | 
|                          |  | 2002                       |      |  | 2001 |  |      | 2000 | 
|                         
|                          | 
|Europe                    |  |                            | 2.94 |  |      |  | 2.35 |      |  |  | 2.42 | 
|Africaa                   |  |                            | 2.75 |  |      |  | 2.54 |      |  |  | 2.44 | 
|Asia Pacificb             |  |                            | 2.31 |  |      |  | 1.92 |      |  |  | 1.77 | 
|Middle East, Russia, CISc |  |                            | 2.64 |  |      |  | 2.38 |      |  |  | 2.56 | 
|USA                       |  |                            | 2.61 |  |      |  | 2.38 |      |  |  | 2.10 | 
|Other Western Hemisphere  |  |                            | 4.52 |  |      |  | 3.79 |      |  |  | 4.61 | 
|                         
|Total Group               |  |                            | 2.81 |  |      |  | 2.41 |      |  |  | 2.45 | 
|                         



|  |                   
|- | ------------------
|a | Excludes Egypt.   
| 
|b | Excludes Sakhalin.



|  |                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------
|c | Middle East and Former Soviet Union/Commonwealth
    of Independent States. Includes Caspian region, Egypt and
    Sakhalin.



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|                                              |                          |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |     | 
|--------------------------------------------- | ------------------------ | ---------------------- | ----- | --- | ---- |  | ----- | ---- |  |  | ----- | --- |  | ---- | ----- | --- |  |  | ----- | --- | 
|                                             
|Crude oil and natural gas liquids productiona |                          |                       
|(as restated)                                 |                          | thousand barrels daily |      
|                                             
|                                              |                         
|                                              |                          | 2002b                  |       |     | 2001 |  |       | 2000 |  |  | 1999  |     |  | 1998 |      
|                                             
|                                              |                         
|Europe                                        |                          |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |    
|UK                                            |                          |                        | 402   |     |      |  | 311   |      |  |  | 378   |     |  |      | 402   |     |  |  | 373   |    
|Denmark                                       |                          |                        | 140   |     |      |  | 130   |      |  |  | 129   |     |  |      | 118   |     |  |  | 109   |    
|Norway                                        |                          |                        | 131   |     |      |  | 89    |      |  |  | 87    |     |  |      | 83    |     |  |  | 87    |    
|Netherlands                                   |                          |                        | 9     |     |      |  | 10    |      |  |  | 13    |     |  |      | 13    |     |  |  | 14    |    
|Germany                                       |                          |                        | 5     |     |      |  | 6     |      |  |  | 6     |     |  |      | 6     |     |  |  | 7     |    
|Others                                        |                          |                        | 9     |     |      |  | 1     |      |  |  | *     |     |  |      | *     |     |  |  | *     |    
|                                             
|                                              |                          |                        | 696   |     |      |  | 547   |      |  |  | 613   |     |  |      | 622   |     |  |  | 590   |    
|                                             
|Other Eastern Hemisphere                      |                          |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |    
|                                              | Africa                   |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |     | 
|                                              | Nigeria                  |                        |       | 215 |      |  |       | 250  |  |  |       | 239 |  |      |       | 212 |  |  |       | 232 | 
|                                              | Gabon                    |                        |       | 46  |      |  |       | 56   |  |  |       | 69  |  |      |       | 89  |  |  |       | 110 | 
|                                              | Cameroon                 |                        |       | 17  |      |  |       | 19   |  |  |       | 21  |  |      |       | 22  |  |  |       | 25  | 
|                                              | Others                   |                        |       | 2   |      |  |       | 3    |  |  |       | 3   |  |      |       | 3   |  |  |       | 3   | 
|                                             
|                                              |                          |                        | 280   |     |      |  | 328   |      |  |  | 332   |     |  |      | 326   |     |  |  | 370   |    
|                                             
|                                              | Asia Pacific             |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |     | 
|                                              | Australia                |                        |       | 92  |      |  |       | 99   |  |  |       | 111 |  |      |       | 47  |  |  |       | 54  | 
|                                              | Brunei                   |                        |       | 101 |      |  |       | 97   |  |  |       | 95  |  |      |       | 86  |  |  |       | 74  | 
|                                              | Malaysia                 |                        |       | 59  |      |  |       | 60   |  |  |       | 56  |  |      |       | 66  |  |  |       | 76  | 
|                                              | China                    |                        |       | 24  |      |  |       | 23   |  |  |       | 25  |  |      |       | 20  |  |  |       | 27  | 
|                                              | Thailand                 |                        |       | 15  |      |  |       | 16   |  |  |       | 18  |  |      |       | 18  |  |  |       | 18  | 
|                                              | New Zealand              |                        |       | 29  |      |  |       | 30   |  |  |       | 9   |  |      |       | 10  |  |  |       | 12  | 
|                                              | Others                   |                        |       | 5   |      |  |       |     |  |  |       |    |  |      |       |    |  |  |       |    | 
|                                             
|                                              |                          |                        | 325   |     |      |  | 325   |      |  |  | 314   |     |  |      | 247   |     |  |  | 261   |    
|                                             
|                                              | Middle East, Russia, CIS |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |     | 
|                                              | Omanc                    |                        |       | 319 |      |  |       | 327  |  |  |       | 326 |  |      |       | 299 |  |  |       | 284 | 
|                                              | Abu Dhabi                |                        |       | 100 |      |  |       | 94   |  |  |       | 96  |  |      |       | 82  |  |  |       | 90  | 
|                                              | Syria                    |                        |       | 49  |      |  |       | 48   |  |  |       | 50  |  |      |       | 71  |  |  |       | 88  | 
|                                              | Yemen                    |                        |       |    |      |  |       |     |  |  |       |    |  |      |       |    |  |  |       | 14  | 
|                                              | Egyptd                   |                        |       | 11  |      |  |       | 14   |  |  |       | 10  |  |      |       | 7   |  |  |       | 7   | 
|                                              | Others                   |                        |       | 46  |      |  |       | 23   |  |  |       | 9   |  |      |       | 1   |  |  |       |    | 
|                                             
|                                              |                          |                        | 525   |     |      |  | 506   |      |  |  | 491   |     |  |      | 460   |     |  |  | 483   |    
|                                             
|Total Other Eastern Hemisphere                |                          |                        | 1,130 |     |      |  | 1,159 |      |  |  | 1,137 |     |  |      | 1,033 |     |  |  | 1,114 |    
|                                             
|USA                                           |                          |                        | 442   |     |      |  | 411   |      |  |  | 417   |     |  |      | 504   |     |  |  | 521   |    
|                                             
|Other Western Hemisphere                      |                          |                        |       |     |      |  |       |      |  |  |       |     |  |      |       |     |  |  |       |    
|Canada                                        |                          |                        | 43    |     |      |  | 47    |      |  |  | 46    |     |  |      | 48    |     |  |  | 68    |    
|Colombia                                      |                          |                        |      |     |      |  |      |      |  |  |      |     |  |      |      |     |  |  | 18    |    
|Others                                        |                          |                        | 48    |     |      |  | 47    |      |  |  | 49    |     |  |      | 48    |     |  |  | 43    |    
|                                             
|                                              |                          |                        | 91    |     |      |  | 94    |      |  |  | 95    |     |  |      | 96    |     |  |  | 129   |    
|                                             
|Total                                         |                          |                        | 2,359 |     |      |  | 2,211 |      |  |  | 2,262 |     |  |      | 2,255 |     |  |  | 2,354 |    
|                                             



|  |                                     
|- | ------------------------------------
|* | Less than one thousand barrels daily

|                  |  |                       |     |  |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     | 
|----------------- |  | --------------------- | --- |  |  |  | --- |  |  |  | --- |  |  |  | --- |  |  |  | --- | 
|                  |  |                      
|                  |  | million tonnes a year |    
|                 
|                  | 
|Metric equivalent |  |                       | 118 |  |  |  | 111 |  |  |  | 113 |  |  |  | 113 |  |  |  | 118 | 
|                 



|  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Of Group companies, plus Group share of
    associated companies, and including natural gas liquids (Group
    share of associated companies is assumed to be equivalent to
    Group interest). Royalty purchases are excluded. In those
    countries where production-sharing contracts operate, the
    figures shown represent the entitlements of the Group companies
    concerned under those contracts.
| 
|b | The acquisition of Enterprise contributed some
    180 thousand barrels of oil equivalent per day to 2002
    total hydrocarbon production (9 months of production
    averaged over the full year). Production came mainly from assets
    in the UK and Norway.                                                                                                                                               
| 
|c | Exceptionally, the minority interest is deducted
    in respect of production volumes given for Petroleum Development
    Oman.                                                                                                                                                                                                                                                                                 
| 
|d | Egypt was previously included in Africa.                                                                                                                                                                                                                                                                                                                                                                        



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|                                           |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------------------------ |  | --------------------------------- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                                          
|Natural gas production available for salea
|                                           |  |                                  
|(as restated)                              |  | million standard cubic feet daily |      
|                                          
|                                           | 
|                                           |  | 2002b                             |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                                          
|                                           | 
|Europe                                     |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Netherlands                                |  |                                   | 1,527 |  |      |  | 1,555 |      |  |  | 1,431 |  |  |      | 1,520 |  |  |  | 1,616 | 
|UK                                         |  |                                   | 1,148 |  |      |  | 1,196 |      |  |  | 1,118 |  |  |      | 967   |  |  |  | 824   | 
|Germany                                    |  |                                   | 408   |  |      |  | 428   |      |  |  | 450   |  |  |      | 484   |  |  |  | 489   | 
|Denmark                                    |  |                                   | 313   |  |      |  | 309   |      |  |  | 300   |  |  |      | 312   |  |  |  | 310   | 
|Norway                                     |  |                                   | 242   |  |      |  | 176   |      |  |  | 199   |  |  |      | 230   |  |  |  | 202   | 
|Others                                     |  |                                   | 29    |  |      |  | 20    |      |  |  | 17    |  |  |      | 16    |  |  |  | 14    | 
|                                          
|                                           |  |                                   | 3,667 |  |      |  | 3,684 |      |  |  | 3,515 |  |  |      | 3,529 |  |  |  | 3,455 | 
|                                          
|Other Eastern Hemisphere                   |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Africa                                     |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Nigeria                                    |  |                                   | 244   |  |      |  | 219   |      |  |  | 177   |  |  |      | 78    |  |  |  | 84    | 
|                                          
|                                           |  |                                   | 244   |  |      |  | 219   |      |  |  | 177   |  |  |      | 78    |  |  |  | 84    | 
|                                          
|Middle East                                |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Oman                                       |  |                                   | 786   |  |      |  | 553   |      |  |  | 459   |  |  |      | 119   |  |  |  |      | 
|Egypt                                      |  |                                   | 232   |  |      |  | 248   |      |  |  | 140   |  |  |      | 105   |  |  |  | 103   | 
|Syria                                      |  |                                   | 16    |  |      |  | 18    |      |  |  | 23    |  |  |      | 27    |  |  |  | 47    | 
|                                          
|                                           |  |                                   | 1,034 |  |      |  | 819   |      |  |  | 622   |  |  |      | 251   |  |  |  | 150   | 
|                                          
|Asia Pacific                               |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Malaysia                                   |  |                                   | 664   |  |      |  | 580   |      |  |  | 553   |  |  |      | 634   |  |  |  | 597   | 
|Brunei                                     |  |                                   | 508   |  |      |  | 491   |      |  |  | 450   |  |  |      | 455   |  |  |  | 480   | 
|Australia                                  |  |                                   | 373   |  |      |  | 379   |      |  |  | 367   |  |  |      | 361   |  |  |  | 360   | 
|New Zealand                                |  |                                   | 461   |  |      |  | 470   |      |  |  | 157   |  |  |      | 148   |  |  |  | 129   | 
|Others                                     |  |                                   | 119   |  |      |  | 108   |      |  |  | 98    |  |  |      | 86    |  |  |  | 48    | 
|                                          
|                                           |  |                                   | 2,125 |  |      |  | 2,028 |      |  |  | 1,625 |  |  |      | 1,684 |  |  |  | 1,614 | 
|                                          
|Total Other Eastern Hemisphere             |  |                                   | 3,403 |  |      |  | 3,066 |      |  |  | 2,424 |  |  |      | 2,013 |  |  |  | 1,848 | 
|                                          
|USA                                        |  |                                   | 1,679 |  |      |  | 1,598 |      |  |  | 1,644 |  |  |      | 1,774 |  |  |  | 1,738 | 
|                                          
|Other Western Hemisphere                   |  |                                   |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Canada                                     |  |                                   | 473   |  |      |  | 507   |      |  |  | 478   |  |  |      | 473   |  |  |  | 587   | 
|Others                                     |  |                                   | 64    |  |      |  | 47    |      |  |  | 35    |  |  |      | 46    |  |  |  | 51    | 
|                                          
|                                           |  |                                   | 537   |  |      |  | 554   |      |  |  | 513   |  |  |      | 519   |  |  |  | 638   | 
|                                          
|Total                                      |  |                                   | 9,286 |  |      |  | 8,902 |      |  |  | 8,096 |  |  |      | 7,835 |  |  |  | 7,679 | 
|                                          



|  |                                                                                                                                                                                                                                                                             | 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | By country of origin from gas produced by Group
    and associated companies (Group share). In those countries where
    production sharing contracts operate, the figures shown
    represent the entitlements of the Group companies concerned
    under those contracts. | 
| 
|b | The acquisition of Enterprise contributed some
    180 thousand barrels of oil equivalent per day to 2002
    total hydrocarbon production (9 months of production
    averaged over the full year). Production came mainly from assets
    in the UK and Norway.           | 



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|                               |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|------------------------------ |  | ----------------------------------- | --- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|                               |  |                                    
|                               |  | million standard cubic metres daily |    
|                              
|                               | 
|                               |  | 2002a                               |     |  | 2001 |  |     | 2000 |  |  | 1999 |  |  | 1998 |    
|                              
|                               | 
|Europe                         |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Netherlands                    |  |                                     | 43  |  |      |  | 44  |      |  |  | 40   |  |  |      | 43  |  |  |  | 46  | 
|UK                             |  |                                     | 32  |  |      |  | 34  |      |  |  | 32   |  |  |      | 27  |  |  |  | 23  | 
|Germany                        |  |                                     | 12  |  |      |  | 12  |      |  |  | 13   |  |  |      | 14  |  |  |  | 14  | 
|Denmark                        |  |                                     | 9   |  |      |  | 9   |      |  |  | 8    |  |  |      | 9   |  |  |  | 9   | 
|Norway                         |  |                                     | 7   |  |      |  | 5   |      |  |  | 6    |  |  |      | 7   |  |  |  | 6   | 
|Others                         |  |                                     | 1   |  |      |  | *   |      |  |  | *    |  |  |      | *   |  |  |  | *   | 
|                              
|                               |  |                                     | 104 |  |      |  | 104 |      |  |  | 99   |  |  |      | 100 |  |  |  | 98  | 
|                              
|Other Eastern Hemisphere       |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Africa                         |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Nigeria                        |  |                                     | 7   |  |      |  | 6   |      |  |  | 5    |  |  |      | 2   |  |  |  | 2   | 
|                              
|                               |  |                                     | 7   |  |      |  | 6   |      |  |  | 5    |  |  |      | 2   |  |  |  | 2   | 
|                              
|Middle East                    |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Oman                           |  |                                     | 22  |  |      |  | 16  |      |  |  | 13   |  |  |      | 4   |  |  |  |    | 
|Egypt                          |  |                                     | 7   |  |      |  | 7   |      |  |  | 4    |  |  |      | 3   |  |  |  | 3   | 
|Syria                          |  |                                     | *   |  |      |  | 1   |      |  |  | 1    |  |  |      | 1   |  |  |  | 2   | 
|                              
|                               |  |                                     | 29  |  |      |  | 24  |      |  |  | 18   |  |  |      | 8   |  |  |  | 5   | 
|                              
|Asia Pacific                   |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Malaysia                       |  |                                     | 19  |  |      |  | 16  |      |  |  | 16   |  |  |      | 18  |  |  |  | 17  | 
|Brunei                         |  |                                     | 14  |  |      |  | 14  |      |  |  | 13   |  |  |      | 13  |  |  |  | 13  | 
|Australia                      |  |                                     | 11  |  |      |  | 11  |      |  |  | 10   |  |  |      | 10  |  |  |  | 10  | 
|New Zealand                    |  |                                     | 13  |  |      |  | 13  |      |  |  | 4    |  |  |      | 4   |  |  |  | 4   | 
|Others                         |  |                                     | 3   |  |      |  | 3   |      |  |  | 3    |  |  |      | 2   |  |  |  | 1   | 
|                              
|                               |  |                                     | 60  |  |      |  | 57  |      |  |  | 46   |  |  |      | 47  |  |  |  | 45  | 
|                              
|Total Other Eastern Hemisphere |  |                                     | 96  |  |      |  | 87  |      |  |  | 69   |  |  |      | 57  |  |  |  | 52  | 
|                              
|USA                            |  |                                     | 48  |  |      |  | 45  |      |  |  | 46   |  |  |      | 50  |  |  |  | 49  | 
|                              
|Other Western Hemisphere       |  |                                     |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|Canada                         |  |                                     | 13  |  |      |  | 15  |      |  |  | 14   |  |  |      | 13  |  |  |  | 17  | 
|Others                         |  |                                     | 2   |  |      |  | 1   |      |  |  | 1    |  |  |      | 1   |  |  |  | 1   | 
|                              
|                               |  |                                     | 15  |  |      |  | 16  |      |  |  | 15   |  |  |      | 14  |  |  |  | 18  | 
|                              
|Total                          |  |                                     | 263 |  |      |  | 252 |      |  |  | 229  |  |  |      | 221 |  |  |  | 217 | 
|                              



|  |                                          | 
|- | ---------------------------------------- | 
|* | Less than one million cubic metres daily | 



|  |                                                                                                                                                                                                                                                                   | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | The acquisition of Enterprise contributed some
    180 thousand barrels of oil equivalent per day to 2002
    total hydrocarbon production (9 months of production
    averaged over the full year). Production came mainly from assets
    in the UK and Norway. | 



12 Royal
Dutch/Shell Group of Companies  Business and Property




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|----------------------------------------------- |  | ----------- | - |  | ---------- |  | - | --------------- |  |  | -------- |  |  | ------- | - |  | -------- |  | - |  |  |  | - | 
|                                               
|Location of activitiesa,b(at December 31, 2002)
|                                               
|                                                | 
|                                                |  |             |   |  |            | 
|                                                |  | Exploration |   |  | Production |  |   | Shell Operatorc | 
|                                                |  |             |   |  |            |  |   |                 | 
|                                                |  | Onshore     |   |  | Offshore   |  |   | Onshore         |  |  | Offshore |  |  | Onshore |   |  | Offshore | 
|                                               
|                                                | 
|Europe                                          |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|Austria                                         |  |             | l |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  |   | 
|Denmark                                         |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  |   | 
|Germany                                         |  |             |   |  |            |  |   |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  |   | 
|Ireland                                         |  |             |   |  |            |  | l |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  | l | 
|Italy                                           |  |             |   |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  | l | 
|Netherlands                                     |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|Norway                                          |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|UK                                              |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|                                               
|Africa                                          |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|Angola                                          |  |             |   |  |            |  | l |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|Cameroon                                        |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|Gabon                                           |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  | l | 
|Morocco                                         |  |             |   |  |            |  | l |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  | l | 
|Nigeria                                         |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|                                               
|Asia Pacific                                    |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|Australia                                       |  |             | l |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|Bangladesh                                      |  |             | l |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  | l |  |  |  | l | 
|Brunei                                          |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|China                                           |  |             | l |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  | l |  |  |  | l | 
|Malaysia                                        |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|New Zealand                                     |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|Pakistan                                        |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         |   |  |          |  |   |  |  |  | l | 
|Philippines                                     |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|Thailand                                        |  |             | l |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  | l | 
|                                               
|Middle East, Russia, CIS                        |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|U.A.E. (Abu Dhabi)                              |  |             | l |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  |   |  |  |  |   | 
|Azerbaijan                                      |  |             |   |  |            |  | l |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|Egypt                                           |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|Iran                                            |  |             |   |  |            |  |   |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|Kazakhstan                                      |  |             | l |  |            |  | l |                 |  |  |          |  |  |         |   |  |          |  | l |  |  |  |   | 
|Oman                                            |  |             | l |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  |   | 
|Russia                                          |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|Syria                                           |  |             |   |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  |   | 
|                                               
|USA                                             |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|USA                                             |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  | l | 
|                                               
|Other Western Hemisphere                        |  |             |   |  |            |  |   |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  |   | 
|Argentina                                       |  |             | l |  |            |  |   |                 |  |  | l        |  |  |         |   |  |          |  | l |  |  |  |   | 
|Canada                                          |  |             | l |  |            |  | l |                 |  |  | l        |  |  |         | l |  |          |  | l |  |  |  |   | 
|Brazil                                          |  |             |   |  |            |  | l |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|Trinidad                                        |  |             |   |  |            |  | l |                 |  |  |          |  |  |         |   |  |          |  |   |  |  |  | l | 
|Venezuela                                       |  |             |   |  |            |  |   |                 |  |  |          |  |  |         | l |  |          |  |   |  |  |  | l | 
|                                               



|  |                                                                                                                                                                        | 
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Including associated companies.                                                                                                                                        | 
| 
|b | Where an associated company has properties
    outside its base country, those properties are not shown in this
    table.                                             | 
| 
|c | In several countries where Shell
    Operator is indicated, a Group interest company is
    operator of some but not all exploration and/or production
    ventures. | 



Royal Dutch/Shell Group of Companies 
Business and Property 13




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                       |  |                |        |      |             |  |                |           |      |  |             |  |  |       |         |  |     |  |        |       |  |  |        |  |  |  |         |  |  |  |        | 
|------------------------------------------------------ |  | -------------- | ------ | ---- | ----------- |  | -------------- | --------- | ---- |  | ----------- |  |  | ----- | ------- |  | --- |  | ------ | ----- |  |  | ------ |  |  |  | ------- |  |  |  | ------ | 
|                                                       |  |                |        |      |             | 
|Oil and gas acreage (as restated)(at December 31)a,b,c |  | thousand acres |        |      |             |  | thousand acres |          
|                                                      
|                                                       | 
|                                                       |  |                |        |      |             | 
|                                                       |  |                |        | 2002 |             |  |                |           | 2001 | 
|                                                       |  | Developed      |        |      | Undeveloped |  |                | Developed |      |  | Undeveloped | 
|                                                       |  |                |        |      |             |  |                |           |      |  |             | 
|                                                       |  | Gross          |        |      | Net         |  |                | Gross     |      |  | Net         |  |  | Gross |         |  | Net |  |        | Gross |  |  | Net    | 
|                                                      
|                                                       | 
|Europe                                                 |  |                | 10,417 |      |             |  | 3,259          |           |      |  | 19,752      |  |  |       | 6,930   |  |     |  | 9,570  |       |  |  | 3,031  |  |  |  | 12,616  |  |  |  | 4,581  | 
|Africad                                                |  |                | 6,289  |      |             |  | 1,886          |           |      |  | 25,394      |  |  |       | 15,516  |  |     |  | 6,489  |       |  |  | 1,984  |  |  |  | 20,804  |  |  |  | 11,658 | 
|Asia Pacifice                                          |  |                | 3,964  |      |             |  | 1,864          |           |      |  | 118,471     |  |  |       | 40,453  |  |     |  | 3,762  |       |  |  | 1,816  |  |  |  | 115,294 |  |  |  | 41,691 | 
|Middle East, Russia, CISf                              |  |                | 35,448 |      |             |  | 11,435         |           |      |  | 18,544      |  |  |       | 12,771  |  |     |  | 34,509 |       |  |  | 11,021 |  |  |  | 22,921  |  |  |  | 15,379 | 
|USA                                                    |  |                | 1,557  |      |             |  | 754            |           |      |  | 4,670       |  |  |       | 3,183   |  |     |  | 1,599  |       |  |  | 702    |  |  |  | 3,931   |  |  |  | 2,609  | 
|Other Western Hemisphere                               |  |                | 832    |      |             |  | 509            |           |      |  | 33,338      |  |  |       | 22,841  |  |     |  | 767    |       |  |  | 492    |  |  |  | 35,709  |  |  |  | 22,001 | 
|                                                      
|                                                       |  |                | 58,507 |      |             |  | 19,707         |           |      |  | 220,169     |  |  |       | 101,694 |  |     |  | 56,696 |       |  |  | 19,046 |  |  |  | 211,275 |  |  |  | 97,919 | 
|                                                      

|                                              |  |       |        |      |     |  |        |       |      |  |       |  |  |       |       |  |     |  |        |       |  |  |        |  |  |  |       |  |  |  |       | 
|--------------------------------------------- |  | ----- | ------ | ---- | --- |  | ------ | ----- | ---- |  | ----- |  |  | ----- | ----- |  | --- |  | ------ | ----- |  |  | ------ |  |  |  | ----- |  |  |  | ----- | 
|                                             
|Number of productive wells(at December 31)a,b
|                                             
|                                              | 
|                                              |  |       |        |      |     | 
|                                              |  |       |        | 2002 |     |  |        |       | 2001 | 
|                                              |  | Oil   |        |      | Gas |  |        | Oil   |      |  | Gas   | 
|                                              |  |       |        |      |     |  |        |       |      |  |       | 
|                                              |  | Gross |        |      | Net |  |        | Gross |      |  | Net   |  |  | Gross |       |  | Net |  |        | Gross |  |  | Net    | 
|                                             
|                                              | 
|Europe                                        |  |       | 2,002  |      |     |  | 533    |       |      |  | 1,454 |  |  |       | 458   |  |     |  | 1,618  |       |  |  | 429    |  |  |  | 1,299 |  |  |  | 427   | 
|Africad                                       |  |       | 1,399  |      |     |  | 446    |       |      |  | 42    |  |  |       | 13    |  |     |  | 1,614  |       |  |  | 550    |  |  |  | 45    |  |  |  | 15    | 
|Asia Pacifice                                 |  |       | 1,317  |      |     |  | 726    |       |      |  | 205   |  |  |       | 95    |  |     |  | 1,242  |       |  |  | 588    |  |  |  | 199   |  |  |  | 91    | 
|Middle East, Russia, CISf                     |  |       | 3,456  |      |     |  | 1,085  |       |      |  | 179   |  |  |       | 115   |  |     |  | 3,210  |       |  |  | 1,031  |  |  |  | 131   |  |  |  | 91    | 
|USA                                           |  |       | 15,686 |      |     |  | 8,294  |       |      |  | 945   |  |  |       | 686   |  |     |  | 16,717 |       |  |  | 8,511  |  |  |  | 956   |  |  |  | 658   | 
|Other Western Hemisphere                      |  |       | 112    |      |     |  | 110    |       |      |  | 314   |  |  |       | 259   |  |     |  | 86     |       |  |  | 86     |  |  |  | 298   |  |  |  | 251   | 
|                                             
|                                              |  |       | 23,972 |      |     |  | 11,194 |       |      |  | 3,139 |  |  |       | 1,626 |  |     |  | 24,487 |       |  |  | 11,195 |  |  |  | 2,928 |  |  |  | 1,533 | 
|                                             

|                                                                   |  |            |     |  |     |  |      |            |  |  |     |      |  |            |    |  |      |  |     |            |  |      |     |  |  |            |     |  |     |  |    |  |  |  |     |  |  |  |    | 
|------------------------------------------------------------------ |  | ---------- | --- |  | --- |  | ---- | ---------- |  |  | --- | ---- |  | ---------- | -- |  | ---- |  | --- | ---------- |  | ---- | --- |  |  | ---------- | --- |  | --- |  | -- |  |  |  | --- |  |  |  | -- | 
|                                                                  
|Number of net productive wells and dry holes drilleda(as restated)
|                                                                  
|                                                                   | 
|                                                                   |  | 2002       |     |  |     |  | 2001 |            |  |  |     | 2000 |  |            |    |  | 1999 |  |     |            |  | 1998 |    
|                                                                   |  | Productive |     |  | Dry |  |      | Productive |  |  | Dry |      |  | Productive |    |  | Dry  |  |     | Productive |  |      | Dry |  |  | Productive |     |  | Dry | 
|                                                                  
|                                                                   | 
|Exploration                                                        |  |            |     |  |     |  |      |            |  |  |     |      |  |            |    |  |      |  |     |            |  |      |     |  |  |            |     |  |     |  |    |  |  |  |     |  |  |  |    | 
|Europe                                                             |  |            | 3   |  |     |  | 4    |            |  |  | 2   |      |  |            | 4  |  |      |  | 3   |            |  |      | 3   |  |  |            | 5   |  |     |  | 2  |  |  |  | 6   |  |  |  | 6  | 
|Africad                                                            |  |            | 4   |  |     |  | 4    |            |  |  | 3   |      |  |            |   |  |      |  | 4   |            |  |      | 1   |  |  |            | 4   |  |     |  | 1  |  |  |  | 1   |  |  |  | 3  | 
|Asia Pacifice                                                      |  |            | 3   |  |     |  | 3    |            |  |  | 8   |      |  |            | 12 |  |      |  | 5   |            |  |      | 6   |  |  |            | 9   |  |     |  | 9  |  |  |  | 4   |  |  |  | 12 | 
|Middle East, Russia, CISf                                          |  |            | 5   |  |     |  | 4    |            |  |  | 7   |      |  |            | 3  |  |      |  | 7   |            |  |      | 4   |  |  |            | 3   |  |     |  | 5  |  |  |  | 8   |  |  |  | 4  | 
|USA                                                                |  |            | 10  |  |     |  | 4    |            |  |  | 2   |      |  |            | 4  |  |      |  | 9   |            |  |      | 4   |  |  |            | 8   |  |     |  | 9  |  |  |  | 18  |  |  |  | 16 | 
|Other Western Hemisphere                                           |  |            | 2   |  |     |  | 2    |            |  |  | 3   |      |  |            | 3  |  |      |  | 1   |            |  |      | 2   |  |  |            |    |  |     |  | 13 |  |  |  | 6   |  |  |  | 9  | 
|                                                                  
|                                                                   |  |            | 27  |  |     |  | 21   |            |  |  | 25  |      |  |            | 26 |  |      |  | 29  |            |  |      | 20  |  |  |            | 29  |  |     |  | 39 |  |  |  | 43  |  |  |  | 50 | 
|                                                                  
|Development                                                        |  |            |     |  |     |  |      |            |  |  |     |      |  |            |    |  |      |  |     |            |  |      |     |  |  |            |     |  |     |  |    |  |  |  |     |  |  |  |    | 
|Europe                                                             |  |            | 55  |  |     |  |     |            |  |  | 30  |      |  |            | 10 |  |      |  | 19  |            |  |      |    |  |  |            | 32  |  |     |  | 2  |  |  |  | 46  |  |  |  | 1  | 
|Africad                                                            |  |            | 41  |  |     |  |     |            |  |  | 17  |      |  |            |   |  |      |  | 12  |            |  |      |    |  |  |            | 26  |  |     |  |   |  |  |  | 23  |  |  |  | 1  | 
|Asia Pacifice                                                      |  |            | 42  |  |     |  | 1    |            |  |  | 56  |      |  |            | 2  |  |      |  | 41  |            |  |      | 3   |  |  |            | 37  |  |     |  |   |  |  |  | 42  |  |  |  | 3  | 
|Middle East, Russia, CISf                                          |  |            | 83  |  |     |  | 12   |            |  |  | 90  |      |  |            | 9  |  |      |  | 99  |            |  |      | 7   |  |  |            | 84  |  |     |  | 2  |  |  |  | 113 |  |  |  | 2  | 
|USA                                                                |  |            | 559 |  |     |  | 1    |            |  |  | 549 |      |  |            | 2  |  |      |  | 492 |            |  |      | 3   |  |  |            | 290 |  |     |  |   |  |  |  | 555 |  |  |  | 8  | 
|Other Western Hemisphere                                           |  |            | 31  |  |     |  |     |            |  |  | 25  |      |  |            |   |  |      |  | 10  |            |  |      | 1   |  |  |            | 14  |  |     |  | 2  |  |  |  | 49  |  |  |  |   | 
|                                                                  
|                                                                   |  |            | 811 |  |     |  | 14   |            |  |  | 767 |      |  |            | 23 |  |      |  | 673 |            |  |      | 14  |  |  |            | 483 |  |     |  | 6  |  |  |  | 828 |  |  |  | 15 | 
|                                                                  



|  |                                                                                                                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Including associated companies.                                                                                                                                                                                                                                                        
| 
|b | The term gross relates to the total
    activity in which Group and associated companies have an
    interest, and the term net relates to the sum of the
    fractional interests owned by Group companies plus the Group
    share of associated companies fractional interests.
| 
|c | One thousand acres equals approximately four
    square kilometres.                                                                                                                                                                                                                    
| 
|d | Excludes Egypt.                                                                                                                                                                                                                                                                        
| 
|e | Excludes Sakhalin.                                                                                                                                                                                                                                                                     
| 
|f | Middle East and Former Soviet Union/Commonwealth
    of Independent States. Includes Caspian region, Egypt and
    Sakhalin.                                                                                                                                                           



14 Royal
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| |  |                |        |      |                |  |        |                |      |  |             |  |  |           |         |  |             |  |        |       |  |  |        |  |  |       |         |  |     |  |         |       |  |  |        |  |  |  |        |  |  |  |         |  |  |  |         | 
| |  | -------------- | ------ | ---- | -------------- |  | ------ | -------------- | ---- |  | ----------- |  |  | --------- | ------- |  | ----------- |  | ------ | ----- |  |  | ------ |  |  | ----- | ------- |  | --- |  | ------- | ----- |  |  | ------ |  |  |  | ------ |  |  |  | ------- |  |  |  | ------- | 
| |  |                |        |     
| |  | thousand acres |        |      | thousand acres |  |        | thousand acres |     
|
| | 
| |  |                |        |      |                |  |        |                |      | 
| |  |                |        | 2000 |                |  |        |                | 1999 |  |             |  |  | 1998      |        
| |  | Developed      |        |      | Undeveloped    |  |        | Developed      |      |  | Undeveloped |  |  | Developed |         |  | Undeveloped | 
| |  |                |        |      |                |  |        |                |      |  |             |  |  |           |         |  |             | 
| |  | Gross          |        |      | Net            |  |        | Gross          |      |  | Net         |  |  | Gross     |         |  | Net         |  |        | Gross |  |  | Net    |  |  | Gross |         |  | Net |  |         | Gross |  |  | Net    | 
|
| | 
| |  |                | 9,399  |      |                |  | 2,973  |                |      |  | 13,951      |  |  |           | 4,920   |  |             |  | 10,162 |       |  |  | 3,218  |  |  |       | 16,697  |  |     |  | 5,790   |       |  |  | 10,078 |  |  |  | 3,189  |  |  |  | 20,141  |  |  |  | 7,640   | 
| |  |                | 6,491  |      |                |  | 1,973  |                |      |  | 18,963      |  |  |           | 11,261  |  |             |  | 6,224  |       |  |  | 1,916  |  |  |       | 18,535  |  |     |  | 9,077   |       |  |  | 6,527  |  |  |  | 2,142  |  |  |  | 41,518  |  |  |  | 20,183  | 
| |  |                | 3,766  |      |                |  | 1,599  |                |      |  | 85,219      |  |  |           | 37,893  |  |             |  | 4,114  |       |  |  | 1,712  |  |  |       | 87,569  |  |     |  | 47,060  |       |  |  | 4,454  |  |  |  | 2,197  |  |  |  | 85,651  |  |  |  | 49,694  | 
| |  |                | 34,504 |      |                |  | 10,962 |                |      |  | 25,546      |  |  |           | 18,648  |  |             |  | 34,342 |       |  |  | 10,902 |  |  |       | 29,694  |  |     |  | 18,969  |       |  |  | 33,915 |  |  |  | 10,608 |  |  |  | 31,211  |  |  |  | 17,130  | 
| |  |                | 1,967  |      |                |  | 934    |                |      |  | 4,280       |  |  |           | 2,743   |  |             |  | 3,642  |       |  |  | 1,245  |  |  |       | 6,074   |  |     |  | 3,499   |       |  |  | 4,290  |  |  |  | 1,331  |  |  |  | 8,054   |  |  |  | 4,485   | 
| |  |                | 1,198  |      |                |  | 824    |                |      |  | 49,219      |  |  |           | 27,368  |  |             |  | 1,149  |       |  |  | 850    |  |  |       | 61,344  |  |     |  | 33,215  |       |  |  | 1,430  |  |  |  | 1,052  |  |  |  | 39,910  |  |  |  | 25,699  | 
|
| |  |                | 57,325 |      |                |  | 19,265 |                |      |  | 197,178     |  |  |           | 102,833 |  |             |  | 59,633 |       |  |  | 19,843 |  |  |       | 219,913 |  |     |  | 117,610 |       |  |  | 60,694 |  |  |  | 20,519 |  |  |  | 226,485 |  |  |  | 124,831 | 
|

| |  |       |        |      |     |  |        |       |      |  |       |  |  |       |       |  |     |  |        |       |  |  |        |  |  |       |       |  |     |  |       |       |  |  |        |  |  |  |        |  |  |  |       |  |  |  |       | 
| |  | ----- | ------ | ---- | --- |  | ------ | ----- | ---- |  | ----- |  |  | ----- | ----- |  | --- |  | ------ | ----- |  |  | ------ |  |  | ----- | ----- |  | --- |  | ----- | ----- |  |  | ------ |  |  |  | ------ |  |  |  | ----- |  |  |  | ----- | 
|
|
|
| | 
| |  |       |        |      |     |  |        |       |      | 
| |  |       |        | 2000 |     |  |        |       | 1999 |  |       |  |  | 1998  |      
| |  | Oil   |        |      | Gas |  |        | Oil   |      |  | Gas   |  |  | Oil   |       |  | Gas | 
| |  |       |        |      |     |  |        |       |      |  |       |  |  |       |       |  |     | 
| |  | Gross |        |      | Net |  |        | Gross |      |  | Net   |  |  | Gross |       |  | Net |  |        | Gross |  |  | Net    |  |  | Gross |       |  | Net |  |       | Gross |  |  | Net    | 
|
| | 
| |  |       | 1,640  |      |     |  | 442    |       |      |  | 1,349 |  |  |       | 438   |  |     |  | 1,642  |       |  |  | 447    |  |  |       | 1,359 |  |     |  | 436   |       |  |  | 1,603  |  |  |  | 437    |  |  |  | 1,334 |  |  |  | 424   | 
| |  |       | 1,663  |      |     |  | 565    |       |      |  | 47    |  |  |       | 16    |  |     |  | 1,700  |       |  |  | 573    |  |  |       | 46    |  |     |  | 15    |       |  |  | 1,513  |  |  |  | 540    |  |  |  | 35    |  |  |  | 11    | 
| |  |       | 1,162  |      |     |  | 542    |       |      |  | 199   |  |  |       | 77    |  |     |  | 1,638  |       |  |  | 753    |  |  |       | 226   |  |     |  | 77    |       |  |  | 1,616  |  |  |  | 763    |  |  |  | 197   |  |  |  | 80    | 
| |  |       | 3,085  |      |     |  | 990    |       |      |  | 86    |  |  |       | 66    |  |     |  | 2,961  |       |  |  | 945    |  |  |       | 80    |  |     |  | 61    |       |  |  | 2,908  |  |  |  | 946    |  |  |  | 43    |  |  |  | 28    | 
| |  |       | 17,870 |      |     |  | 8,870  |       |      |  | 1,044 |  |  |       | 627   |  |     |  | 28,165 |       |  |  | 11,636 |  |  |       | 1,631 |  |     |  | 845   |       |  |  | 27,818 |  |  |  | 10,679 |  |  |  | 1,909 |  |  |  | 938   | 
| |  |       | 338    |      |     |  | 193    |       |      |  | 274   |  |  |       | 230   |  |     |  | 413    |       |  |  | 267    |  |  |       | 259   |  |     |  | 223   |       |  |  | 1,009  |  |  |  | 650    |  |  |  | 260   |  |  |  | 226   | 
|
| |  |       | 25,758 |      |     |  | 11,602 |       |      |  | 2,999 |  |  |       | 1,454 |  |     |  | 36,519 |       |  |  | 14,621 |  |  |       | 3,601 |  |     |  | 1,657 |       |  |  | 36,467 |  |  |  | 14,015 |  |  |  | 3,778 |  |  |  | 1,707 | 
|

|                                                  |  |             |    |     |             |       |   |       |  |       |     |     |  |  |    |  |  |  |     |  |  |  |    | 
|------------------------------------------------- |  | ----------- | -- | --- | ----------- | ----- | - | ----- |  | ----- | --- | --- |  |  | -- |  |  |  | --- |  |  |  | -- | 
|                                                  |  |             |    |     |             |       |   |       |  |      
|Number of wells drilling(at December 31, 2002)a,b |  |             |    |     |             |       |   |       |  |      
|                                                 
|                                                 
|                                                  |  |             |    |     |             |      
|                                                  |  | Exploration |    |     | Development |       |   | Total | 
|                                                  |  |             |    |     |             |      
|                                                  |  | Gross       |    | Net |             | Gross |   | Net   |  | Gross |     | Net
|                                                 
|                                                 
|Europe                                            |  |             | 2  |     |             |       | 1 |       |  |       | 31  |     |  |  | 9  |  |  |  | 33  |  |  |  | 10 | 
|Africac                                           |  |             | 2  |     |             |       |  |       |  |       | 8   |     |  |  | 3  |  |  |  | 10  |  |  |  | 3  | 
|Asia Pacificd                                     |  |             | 3  |     |             |       | 1 |       |  |       | 6   |     |  |  | 3  |  |  |  | 9   |  |  |  | 4  | 
|Middle East, Russia, CISe                         |  |             | 4  |     |             |       | 1 |       |  |       | 49  |     |  |  | 18 |  |  |  | 53  |  |  |  | 19 | 
|USA                                               |  |             | 6  |     |             |       | 3 |       |  |       | 16  |     |  |  | 10 |  |  |  | 22  |  |  |  | 13 | 
|Other Western Hemisphere                          |  |             | 3  |     |             |       | 2 |       |  |       | 7   |     |  |  | 5  |  |  |  | 10  |  |  |  | 7  | 
|                                                 
|                                                  |  |             | 20 |     |             |       | 8 |       |  |       | 117 |     |  |  | 48 |  |  |  | 137 |  |  |  | 56 | 
|                                                 



|  |                                                                                                                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Including associated companies.                                                                                                                                                                                                                                                        
| 
|b | The term gross relates to the total
    activity in which Group and associated companies have an
    interest, and the term net relates to the sum of the
    fractional interests owned by Group companies plus the Group
    share of associated companies fractional interests.
| 
|c | Excludes Egypt.                                                                                                                                                                                                                                                                        
| 
|d | Excludes Sakhalin.                                                                                                                                                                                                                                                                     
| 
|e | Middle East and Former Soviet Union/Commonwealth
    of Independent States. Includes Caspian region, Egypt and
    Sakhalin.                                                                                                                                                           

(b) Major oil and gas interests

Major oil and gas interests as well as recent
developments in countries where Group or associated companies
have exploration and production interests are summarised, by
country, in the following pages. Certain aspects of the
legislation, regulations or agreements affecting the activities
of the significant companies are also included.


Europe

DenmarkA Group
company has a 46% non-operator interest in a producing
concession due to expire in 2012, as well as varying percentage
interests in 6 (non-operated) exploration licences.

GermanyA Group
company holds a 50% interest in the Brigitta & Elwerath
Betriebsfuehrungsgesellschaft (BEB) joint venture (50:50) which
is the major producer of oil and gas in Germany. Since September
2002, the BEB upstream and operational midstream activities have
been contracted out to a service company. Activities include
onshore and offshore exploration and production activities, gas
storage, the operation of two large sour gas treatment plants,
numerous compression stations and some 3,000km of pipelines. BEB
is also one of the major transmission and distribution companies
in Germany. (See also page 21).

Exploration and Production licences are awarded
under the terms of Germanys Federal Mining Law. Most
licences are awarded to more than one company and are governed
by consortia (joint-ventures). Operatorship is normally awarded
to the party holding



Royal Dutch/Shell Group of Companies 
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the highest equity share. BEB is involved in some
30 consortia with varying interests and is the main operator in
Germany. Further German interests include the 43% Group share in
the outside operated Deutsche Offshore Konsortium. Royalties are
determined by the individual German states on a yearly basis and
are different for the production of natural gas and oil. Royalty
incentives are given for the development of tight gas reservoirs.


IrelandDuring
2002 EO Ireland (Group interest 100%) was acquired as a part of
the Groups acquisition of Enterprise Oil. The main assets
are offshore, north west of Ireland and include a 45% interest
in the Corrib project (a potential gas development) and
exploration prospects that include the Dooish discovery.

ItalyDuring
2002 the Italian business of Enterprise Oil (Group interest
100%) was acquired as a part of the Groups acquisition of
Enterprise Oil. The main assets are onshore in southern Italy
and include various interests in producing assets (Monte Alpi,
Monte Enoch and Cerro Falcone), development projects (including
Tempa Rossa) and nearby exploration prospects.

NetherlandsThe
Group share of natural gas and crude oil is produced by
Nederlandse Aardolie Maatschappij B.V. (NAM), (Group interest
50%) in a 50:50 joint venture. An important part of NAMs
gas production is from its very large onshore Groningen gas
field in which the Dutch State has a 40% financial interest.

NAMs production of oil and gas is covered
by concessions (onshore) and production licences (offshore).
Government participation in development and production varies
between 0% and 50%, depending mainly on the legislation
applicable when the concessions or licences were granted and
whether the participation covered gas or oil. Production is
preceded by a drilling permit (onshore) or an exploration
licence (offshore), the duration of which, since 1997, varies
with the work programme that has to be submitted with the
application for a permit or licence. In practice, this means a
period of about 3 to 10 years, which can be shortened by
the authorities when the exploration effort falls short of the
licence or permit programme. Upon making a commercial discovery,
a concession (onshore) or production licence (offshore) is
granted. The onshore concessions are not currently limited in
time but the duration of the offshore licences vary with the
estimated production period  normally a period of 15
to 45 years.

NorwayA/S
Norske Shell (Group interest 100%) holds an interest in a number
of Production Licences (PL), three of which encompass currently
producing oil and gas fields, Statfjord area (PL 37, expiring in
2009), Draugen area (PL 93, expiring in 2024), and Troll area
(PL 54, expiring in 2030). A/S Norske Shell also holds interests
in three non-producing licences (PL 208, PL 209 and PL 250,
expiring in 2039, 2041 and 2041 respectively) which straddle the
large undeveloped Ormen Lange gas field discovered in 1997.
Shell International Pipelines Inc. (Group interest 100%) holds
interests in gas transportation and processing systems
(pipelines and terminals). The licence period for these assets
expire in the period from 2010 to 2020.

Various Norwegian assets were part of the
Groups acquisition of Enterprise Oil in 2002, including
10 producing fields, the largest of which were Jotun (45%
interest) and Valhall (28.09% interest). Also during 2002 A/S
Norske Shell increased their ownership interest in the Draugen
area to 26.2%.

United
KingdomShell UK Limited (Group
interest 100%) is one of the largest integrated oil and gas
exploration and production companies operating in the UK. It
operates in the North Sea on behalf of a 50:50 joint venture and
has interests in the UK Continental Shelf on behalf of this
venture and with other partners.

Most of Shell UKs production comes from the
North Sea. Natural gas comes from associated gas in mixed oil
and gas fields in the northern North Sea and gas fields in the
southern sector of the North Sea, whereas crude oil comes from
the central and northern fields, which include the large Brent
field. Shell UK also has interests, as a non-operator partner,
in another joint venture in the North Sea in the Atlantic
margin, West of Shetlands. Group production in the West of
Shetlands comes from the Schiehallion/ Loyal fields. Licences
issued before August 20, 1976 were for an initial period of
six years and, following successful exploration, were extended
for a further 40 years in respect of half the original
licence area. Licences issued between August 20, 1976 and
June 13, 1980 were for an initial period of four years
followed by a second period of three years. In cases of
successful exploration, these licences were extended for a
further 30 years after relinquishment of two-thirds of the
acreage. From June 14, 1980, licences were granted for an
initial period of six years (nine years for deepwater) and in
successful cases extended for a further 30 years
(40 years for deepwater) in respect of no more than half
the licence area. Licences issued since July 1988 carry an
additional requirement that if, after 12 years of the
30-year period, no field development has been approved, the
licence must be surrendered. No royalty is payable on production
from fields for which development approval was granted after
April 1982; royalties for other fields has been abolished with
effect from January 2003. In August 2002, and with effect from
April 2002, a new oil tax on firms operating in the British
North Sea was enacted raising the marginal tax rate from 30% to
40%.

The acquisition of Enterprise Oil in 2002 for
cash consideration of $5.3 billion was the most significant
change to the Groups upstream portfolio, adding new
developments and exploration acreage in Ireland, Italy, Norway,
the UK, the USA, Brazil and Russia (see respective write-ups in
this section). In the UK, interest in various exploratory and
producing assets such as Pierce, Nelson and Beryl, was acquired
as part of the Groups acquisition of Enterprise Oil.



16 Royal
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Also during 2002 Shell UK increased its ownership
interest in the Goldeneye development from 41.5% to 48%.

Other Eastern Hemisphere

Abu DhabiCrude oil
and natural gas liquids are produced by the Abu Dhabi Company
for Onshore Oil Operations in which a Group companys
concessionary share is 9.5% (licence expiry in 2014), arising
from a 23.75% Group interest in the Abu Dhabi Petroleum Company,
which in turn holds a 40% interest in the concession granted by
the Abu Dhabi government. A Group company has a 15% interest in
Abu Dhabi Gas Industries Limited, which extracts propane and
butane, as well as heavier liquid hydrocarbons, for export sales
from wet associated natural gas produced by Abu Dhabi Petroleum
Company.

AustraliaShell
Development Australia (SDA) (Group interest 100%) has interests
in some 50 offshore production and exploration licences in the
North-West Shelf (NWS), in the Browse basin and Timor Sea area.
The interests are held by SDA directly, or indirectly through
its shareholding (34%) in Woodside Petroleum Ltd. (Woodside)
which is the operator on behalf of six joint-venture partners of
the NWS gas/condensate and oil fields. (See also page 21.)
Gas and condensate are produced from the North Rankin and
Goodwyn facilities to an onshore treatment and LNG facility at
Burrup. Woodside is also the operator of the producing Laminaria
and Corallina fields situated in the Timor Sea. Together with
its partner Woodside, SDA also has interests in significant
liquid-rich gas fields in the Timor Sea as well as the Browse
basin.

SDA is also a participant in another joint
venture that carries out exploration and production operations
in the NWS region. As party to this joint venture, SDA has
non-operator interest (ranging from 12.5% to 28.57%) in the gas
fields known as greater Gorgon, which are situated West of
Barrow Island.

BruneiA Group
company is a 50% shareholder in Brunei Shell Petroleum Company
Sendirian Berhad (the other 50% shareholder being the Brunei
government). The company, which has renewable long-term oil and
gas concession rights both onshore and offshore Brunei, sells
most of its natural gas production to Brunei LNG Sendirian
Berhad (Group interest 25%) (see also page 22.)

A Group company has a 35% share in the
non-operated Block B Joint Venture (BBJV) concession where gas
is produced from the Maharaja Lela Field.

EgyptShell Egypt
(Group interest 100%) participates in four exploration
concessions (operator in three and non-operator in Rosetta) and
in five development leases (operator in four and non-operator in
Rashid). All concessions and leases are granted on the basis of
production-sharing agreements. Included in Shell Egypts
portfolio is an 84% interest in the North-eastern Mediterranean
deepwater concession. Shell Egypt has a 50% interest in Badr
Petroleum Company (Bapetco), a joint venture company with the
Egyptian General Petroleum Corporation (the Egyptian national
oil company). Bapetco operates two producing fields, Badr El Din
and Obaiyed.

GabonShell Gabon
(Group interest 75%) has interests in 6 onshore mining
concessions/ exploitation permits, two of which (Rabi/Kounga and
Gamba/ Ivinga) are operated by the company. The Rabi/Kounga
concession was transferred to a production sharing contract as
of January 1, 2003. This production sharing contract
expires in 2013 and may be extended until 2018. The Gamba/
Ivinga concession expires in 2042 and all other concessions
expire between 2010 and 2018. Production in Gabon is dominated
by the Rabi field, which is operated by Shell Gabon holding
42.5% equity in the field. Shell Gabons portfolio also
includes 4 exploration permits, one around the Gamba/ Ivinga
concession, two near the Rabi field, and one directly offshore
Libreville.

Two Group companies Shell Offshore North Gabon BV
(SONG) and Shell Offshore Gabon BV (SOSG) hold 7 permits in the
Ultra-Deepwater areas in the north and south.

MalaysiaFour
100%-owned Group companies have production-sharing contracts
with the state oil company Petronas. In most of these contracts
Petronas Carigali Sendirian Berhad (PCSB), a 100% Petronas
subsidiary, is the sole joint-venture partner. One Group
company, Sarawak Shell Berhad (SSB) is the operator, with a 50%
equity stake, of five non-associated producing gas fields. The
majority of the gas is supplied to Malaysian LNG Sendirian
Berhad (Group interest 15%) for deliveries of liquefied natural
gas to customers mainly in Japan and Korea. (See page 22.)
SSB operates one oil field (D35) and has a 50% equity stake in
the non-operated Baram Delta production-sharing contract. SSB
has exploration interests in the deepwater SK-E block and
shallow-water blocks SK-307, SK-308 and SK-8. SSB also holds
exploration acreage in SB-301, SB-J and the deepwater block
SB-G. Sabah Shell Petroleum Company (SSPC) operates five
producing fields in Sabah waters of which Kinabalu (80% equity
share) is the largest. SSPC and Shell Sabah Selatan Sdn Bhd
(SSS) also have a PSC for the exploration and production in
Block SB-303, offshore Sabah. Shell Exploration and Production
Malaysia (SEPM) operates an exploration licence in Peninsula
Malaysia (PM-303) where they also have 50% interest in Block
PM-301/302.

New ZealandShell
New Zealand BV (SNZ) (Group interest 100%) has 77.5% interest in
the production licences for the large offshore Maui gas field,
in which another wholly owned Group company has a further 6.25%
indirect interest, and a 50% interest in the onshore Kapuni gas
field. The gas produced is sold domestically, mainly under
long-term contracts. SNZ also has interests



Royal Dutch/Shell Group of Companies 
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in other exploration licence areas in the
Taranaki Basin. All of these interests are operated by Shell
Todd Oil Services Ltd, a service company (Group interest 50%).


During 2002 the Group completed the divestment of
a number of New Zealand interests which were a condition of the
New Zealand Commerce Commission granting approval for the
acquisition of Fletcher Challenge Energy which was completed in
2001.

NigeriaThe Shell
Petroleum Development Company of Nigeria Ltd. (SPDC) (Group
interest 100%) is operator of a joint venture (Group interest
30%) with the Nigerian National Petroleum Corporation and two
other companies. The ventures offshore oil and gas mining
leases expire in 2008 and its onshore leases in 2019. At the end
of 2002 production began from the EA field offshore Nigeria.

Shell Nigeria Exploration and Production Company
(SNEPCO) (Group interest 100%) operates production-sharing
contracts with 30-year terms with a 55% equity for two deepwater
blocks (OML-118 and OPL-219). SNEPCO also has non-operator
interests in four other deepwater blocks (OPL-209, OPL-316,
OPL-211 and OPL-250).

OmanA Group company
has a 34% interest in Petroleum Development Oman (PDO), which is
the operator of an oil concession expiring in 2012, or at such a
later date as the government and the 40% concession-owning
company Private Oil Holdings Oman Ltd. (in which a Group company
has an 85% shareholding) may agree.

Gas Investment and Services Company Ltd. (GISCO)
(in which a Group company has an 85% shareholding) holds a gas
operating agreement which appoints PDO as the operator for any
gas discovered in central Oman until 2024, with provisions for
extension upon agreement with the government. The first major
central Oman gas project involves the supply of gas to customers
in the Sur area of north-east Oman, the largest of which is Oman
LNG (Group interest 30%). (See page 22.) The upstream
investment required to develop and supply the gas is being
provided to the government by GISCO.

SyriaGroup
companies have interests varying from 62.5% to 66.7% in five
production-sharing contracts with the government and with the
state-owned Syrian Petroleum Company (SPC). Under the contracts,
they have certain rights and obligations in respect of the
production of petroleum. Three contracts (Ash Sham, Deir Ez-Zor
and Fourth Annex expiring between 2008 and 2014) concern
development activities. In addition, Group companies are parties
to a gas utilisation agreement with the government and SPC for
the collection and processing of natural gas from the contract
areas for use in Syrian power generation and other industrial
plants.

USA

Shell Oil Company (SOC) (Group interest 100%)
produces crude oil, natural gas and natural gas liquids
principally in the Gulf of Mexico, California, Texas, Wyoming
and Michigan. The majority of SOCs oil and gas production
interests are acquired under leases granted by the owner of the
minerals underlying relevant acreage (including many leases for
federal onshore and offshore tracts). Such leases are generally
obtained for an initial fixed term that is automatically
extended by the establishment of production for so long as
production continues, subject to compliance with the terms of
the lease (including, in the case of federal leases, extensive
regulations imposed by federal law).

As part of the Groups acquisition of
Enterprise Oil, SOC acquired interests in the Boomvang
development, which started production in 2002, and in the Tahiti
discovery. SOC also acquired additional interests in the
Pinedale field in the Rocky Mountain region as a result of two
separate transactions.

Shell Oil holds a 52% interest in a USA-based
exploration and production joint venture: Aera Energy LLC,
holding exploration and production assets in California. This
venture is accounted for using the equity method of accounting.

Other Western Hemisphere

BrazilShell Brasil
Ltda. (Group interest 100%) has interests in fourteen deepwater
exploration blocks  five operated (BS-4, BC-10,
BM-C-10, BM-ES-10 and BM-C-25) and nine non-operated (BC-2,
BM-FZA-1, BM-S-8, BM-C-8, BM-C-14, BM-S-17, BM-S-19, BM-SEAL-5
and BM-S-31). Group interest in these blocks ranges from 15% to
100%.

During 2002, as a part of the Groups
acquisition of Enterprise Oil, Shell Brasil acquired and
retained interests in six of these deepwater exploration
blocks  one operated (BM-ES-10) and five non-operated
(BM-C-8, BM-C-14, BM-S-17, BM-S-19, BM-SEAL-5). Interest in
these blocks ranges from 15% to 100%. Also acquired was an 80%
interest in the Bijupirá and Salema oil fields, currently
under development.

The Group retains an interest through Pecten
Victoria Inc. in the revenue stream from the producing offshore
Merluza gas field. The field is operated by Petrobras.



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CanadaShell Canada
(Group interest 78%) is a major producer of natural gas, natural
gas liquids and sulphur. The majority of its gas production
comes from Alberta and the Sable gas field offshore Nova Scotia
(where Shell Canada has 34% interest in the onshore assets and
31% interest in the offshore assets). Exploration rights in
Canada are generally granted for terms ranging from one to nine
years. Subject to certain conditions, exploration rights can be
converted to production leases, which may be extended as long as
there is commercial production pursuant to the lease.

Shell Canada produces heavy oil through thermal
recovery in the Peace River project and is nearing completion of
its new heavy oil project in the Athabasca oil sands area. Shell
Canada holds 60% interest in the Athabasca Oil Sands Project
(AOSP) under a joint venture agreement to develop and produce
synthetic crude from oil sand leases in northern Alberta. The
AOSP is comprised of the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Muskeg River
    mine, is located 75 kilometers
    north of Fort McMurray, Alberta. The mine uses trucks and
    shovels to excavate the oil sands, as well as advanced
    extraction technologies to separate the bitumen from the sands.
    AOSP is expected to produce 155,000 barrels of bitumen per
    day, approximately 10% of Canadas oil supply.                                              
|
| | The Scotford
    upgraderis adjacent to Shell
    Canadas existing Scotford refinery north of Fort
    Saskatchewan, Alberta. The Scotford upgrader will process the
    bitumen from the Muskeg River mine into a range of premium,
    synthetic crude oils and will be operated by Shell Canada.                                                                                                            
|
| | Production of bitumen from the Muskeg River Mine
    commenced in October 2002, with commissioning of the bitumen
    pipeline and upgrader also progressing on schedule. First
    synthetic crude from the upgrader is scheduled for early 2003.
    The production of bitumen and synthetic crude is considered
    under the SECs regulations to be mining activity rather
    than oil and gas activities.

VenezuelaShell
Venezuela S.A. (Group interest 100%) holds an Operating Service
Agreement (expiring 2013) with a subsidiary of the state oil
company, Petroleos de Venezuela, to develop and produce the
Urdaneta West Unit in Lake Maracaibo.

(c) Other oil and gas interests

Other oil and gas interests as well as recent
developments in countries where Group or associated companies
have exploration and production interests are summarised, by
country, in the following pages. Certain aspects of the
legislation, regulations or agreements affecting the activities
of the significant companies are also included.


AngolaShell
Development Angola B.V. (SDAN) has interest of 50% in
Block 18, 10% in Block 21 and 15% in Block 34. During
2004, divestment of SDANs interest in Block 18 has
been announced and is likely to be completed in 2004.

ArgentinaShell
Compania Argentina de Petroleo (CAPSA) (Group interest 100%)
holds an interest with rights to operatorship and 51.25% of
production in the Valle Morado Exploitation Lot and a 22.5%
interest in the Acambuco concession. During 2002 CNO-4
Exploration Permit Rio Colorado (CAPSA interest 51.25%) was
relinquished.

AzerbaijanA Group
company holds a 25% interest in the non-operated Inam licence,
offshore Azerbaijan.

BangladeshA Group
company held a 50% interest in and was operator of
Blocks 15 and 16, a 37.5% interest in the producing Sangu
gas field (located in Block 16) and a 22% interest in
Block 7. Another Group company held 45% interest in and is
operator of a joint venture owning Block 5 and
Block 10 (exploration only). These interests have been
disposed of.

CameroonPecten
Cameroon Company (PCC) (Group interest 80%) has 40% working
interest in a PCC operated property (Lokele), 24.5% interest in
non-operated property (Rio del Rey) and 25% interest in
exploratory opportunities with the state (SNH) and another
partner.

ChinaGroup
companies (Shell China Exploration & Production Company
(SCEP), formerly Shell Exploration China Limited, and Pecten
Orient China) hold a 47.5% interest in the offshore South China
Sea Block 15/22 (Xijiang 30-2 producing field) and 24.5% in
Block 15/11 (Xijiang 24-1 & 24-3 producing fields). In
addition, SCEP operates an exploration licence to the north of
the Xijiang fields (Block 15/12). SCEP also holds 100% of
the contractors interest in the Changbei Petroleum Contract with
China National Petroleum Corporation (CNPC), to assess the
development potential of the Changbei gas field in the Ordos
Basin of western onshore China.

SCEP, as part of a Consortium of International
Companies (IOC), signed a Joint Venture Framework Agreement with
PetroChina for the potential participation (IOC 45%, PetroChina
55%) in the China West to East project. This integrated project
includes the development of upstream natural gas resources in
the Tarim Basin, construction of a 40-inch diameter, 3,920km
cross country gas pipeline from Xinjang province in the West to
Shanghai in the East and development and supply of clean energy
to the emerging gas markets in the Eastern Industrial provinces.



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Democratic Republic of
CongoIn 2002 the Group sold its share
in Shell Lirex and Shell Kirex which held 45% non-operator
interest in the East-Mibale, Liawenda-Kinkasi and Maunda-Banana
concessions.

IndiaA Group
company divested its 50% interest in the production-sharing
contract for the Rajisthan Block RJ-ON-90/1.

IranAfter ownership
dilutions in 2002, a Group company has a 70% interest in an
agreement with the National Iranian Oil Company (NIOC) to
develop the Soroosh and Nowrooz field in the northern Persian
Gulf. This Group company will establish operations with a view
to handing over operatorship to NIOC once full production has
been reached.

KazakhstanAfter
pre-emptive purchase in 2002 of an additional 2.38% interest, a
Group company holds a 16.67% interest in the North Caspian
Production Sharing Agreement in respect of some
6,000km2 offshore in the Kazakhstan sector of the
Caspian Sea. During 2002 the Kashagan field was declared
commercial and an oil & gas discovery was made in the
Kalamkas structure, which is located 80km southwest of the
Kashagan field.

MoroccoA Group
company owns an exploration licence for 5 deepwater blocks named
Rimella. The exploration contract calls for 7% royalty on oil
and 3.5% royalty on gas. The exploration licence is for a period
of two years with two extensions of two years subject to a
minimum work commitment.

In 2002, an interest in the adjacent Cap Draa
concession was acquired as part of the Enterprise Oil
acquisition.

NamibiaShell
Exploration and Production Namibia BV (SEPN) (Group interest
100%) withdrew as operator of the Kudu gas field offshore
Namibia and no longer holds interest in this field.

PakistanA Group
company holds 28% interest in the Bhit Development and
Production Lease and 33.25% interest in the Kirthar Exploration
licence.

PhilippinesTwo
Group companies hold interest in the deepwater block SC-38 which
includes the Malampaya gas field. Shell Philippines Exploration
B.V. (SPEX) holds 20% and is operator and Shell Philippines LLC
holds 25%.

RussiaShell
Sakhalin Holdings B.V. (Group interest 100%) holds 55% interest
in Sakhalin Energy Investment Company Ltd. (Sakhalin Energy).
Seasonal oil production continued from the Molikpaq facility on
the Piltun field, offshore Sakhalin island. The planned next
steps will be the full development of the Piltun oil field and
Lunskoye gas field including an LNG plant in the south of
Sakhalin Island for export to the Asia Pacific LNG markets.

During 2002 a group company acquired 49% interest
in KMOC (Khanty Mansiysk Oil Corporation) as part of the
Groups acquisition of Enterprise Oil.

Salym Petroleum Development (Group interest 50%)
has the licence to develop the Salym fields.

Saudi ArabiaThe
Group holds an interest in two core venture agreements, Core
Venture 3 (projects in South Rub al Khali and Shaybah
areas; Group interest 40% and appointed project leadership) and
Core Venture 1 (South Ghawar gas development and related
projects; Group interest 25%).

ThailandA Group
company held a 75% interest in and is operator of the producing
Sirikit concession and an interest in the non-producing offshore
Block B6/27. These interests were disposed of in 2004.

TrinidadTrinidad
Shell EP (TSEP) (Group interest 100%) holds 55% interest in and
is operator of deepwater Block 25a.




2   Gas & Power

Unless otherwise noted, the information contained
in this section is as at or for the year ended December 31,
2002, as applicable.

The Gas & Power business encompasses:
processing, selling and delivering natural gas by long-distance
pipeline and  in liquefied form  by tanker; selling
and delivering liquid by-products of natural gas processing and
Gas to Liquids conversion; marketing and trading of natural gas
and electricity to industrial and commercial customers; and
developing and operating independent power plants.

|                              |  |      |    |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |    | 
|----------------------------- |  | ---- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  |  |  | -- | 
|                              |  |     
|Utilisation of plant capacity |  | %    |   
|                             
|                              | 
|                              |  | 2002 |    |  | 2001 |  |    | 2000 |  |  | 1999 |  |  | 1998 |   
|                             
|                              | 
|Liquefied natural gas (LNG)   |  |      | 97 |  |      |  | 92 |      |  |  | 89   |  |  |      | 93 |  |  |  | 89 | 
|                             



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|                                                                       |  |          |  |   |                |  |        |     
|---------------------------------------------------------------------- |  | -------- |  | - | -------------- |  | ------ | ----
|                                                                      
|ProcessingLiquefied natural gas (LNG) plants                           |  | Group    |  |   | 100% capacity  | 
|                                                                      
|Location, Group interest in plantsaand capacity (at December 31, 2002) |  | interest |  |   | million tonnes | 
|                                                                       |  |          |  |   |                | 
|                                                                       |  |          |  | % |                |  | a year |     
|                                                                      
|                                                                      
|                                                                       | 
|Malaysia                                                               |  | Bintulu  |  |   | 15             |  |        | 15.9
|Australia                                                              |  | Karratha |  |   | 22             |  |        | 7.5 
|Brunei                                                                 |  | Lumut    |  |   | 25             |  |        | 7.1 
|Oman                                                                   |  | Qalhat   |  |   | 30             |  |        | 6.6 
|Nigeria                                                                |  | Bonny    |  |   | 26             |  |        | 8.8 
|                                                                      

|                        |  |           |  |  |    |  |  |  |     | 
|----------------------- |  | --------- |  |  | -- |  |  |  | --- | 
|                        |  |          
|Regasification terminal |  |          
|                       
|                       
|Belgium                 |  | Zeebrugge |  |  | 17 |  |  |  | 3.9 | 
|                       

|                                    |  |                |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|----------------------------------- |  | -------------- | --- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|                                    |  |               
|Liquefied natural gas sales volumes |  | million tonnes |    
|                                   
|                                   
|                                    |  | 2002           |     |  | 2001 |  |     | 2000 |  |  | 1999 |  |  | 1998 |    
|                                   
|                                   
|Malaysia                            |  |                | 2.3 |  |      |  | 2.3 |      |  |  | 2.3  |  |  |      | 2.2 |  |  |  | 2.2 | 
|Australia                           |  |                | 1.7 |  |      |  | 1.7 |      |  |  | 1.7  |  |  |      | 1.7 |  |  |  | 1.7 | 
|Brunei                              |  |                | 1.7 |  |      |  | 1.7 |      |  |  | 1.7  |  |  |      | 1.6 |  |  |  | 1.5 | 
|Oman                                |  |                | 1.9 |  |      |  | 1.7 |      |  |  | 0.7  |  |  |      |    |  |  |  |    | 
|Nigeria                             |  |                | 1.5 |  |      |  | 1.5 |      |  |  | 1.1  |  |  |      |    |  |  |  |    | 
|                                   
|Total                               |  |                | 9.1 |  |      |  | 8.9 |      |  |  | 7.5  |  |  |      | 5.5 |  |  |  | 5.4 | 
|                                   



|  |                                                                            
|- | ---------------------------------------------------------------------------
|a | Percentage rounded to nearest whole percentage
    point where appropriate.

Europe

BelgiumA 16.7%
Group interest is held in both Distrigaz, now a Belgian gas
marketing and trading company, and Fluxys, into which
Distrigazs pipeline and transportation interests were
transferred in 2001.

GermanyBrigitta
& Elwerath Betriebsfuehrungsgesellschaft (BEB), a joint
venture with ExxonMobil in which a Group company holds a 50%
interest, is the major producer of oil and gas in Germany, and
also one of the countrys major gas transmission companies.
Group companies have minority shareholdings in major gas
transmission and distribution companies, including Thyssengas
(25%), Avacon (1.2%, through BEB), Erdgas Munster (15% through
BEB), Verbundnetz Gas (5.3% through BEB), and in pipeline
companies METG, SETG and NETG (12.5% through Thyssengas). In
2002 the Group divested its indirect participation in HEIN GAS
Hamburger Gas Werke (5.1% through BEB) and its direct
participations of 16.7% in METG and 25% in SETG. In 2002, the
sale of the indirect 14.75% interest in Ruhrgas was agreed
subject to final clearance. In March 2003 the sale was closed.

GreeceThe Group
holds a 24% interest in EPA Attikis, a local gas distribution
company currently with some 10,000 customers (mainly
residential, but also commercial and industrial). Other
shareholders are Cinergy 25%, and DEPA (State Gas Company) 51%.
EPA Attikis holds a 30-year exclusive distribution licence to
market and distribute gas to industrial, commercial and
residential customers.

NetherlandsContracts between Nederlandse Gasunie (Group interest 25%) and
customers in Europe will provide for long-term sales of Dutch
gas for the future. In 2002, Gasunie sold approximately
79 billion cubic metres of gas for both export and domestic
consumption.

SpainShell Espana a
wholly-owned Group subsidiary launched a natural gas marketing
business in 1999.

United KingdomA
wholly Group-owned gas marketing company, Shell Gas Direct,
maintained its market position during 2002 selling in the
industrial and commercial market. The wholly owned Shell Energy,
established in 1999, continues to develop sales of gas and power
in a number of European markets.

Other European
CountriesWholly owned Shell Group
companies in other European countries continue to seek
opportunities to develop the gas and power business. For this
purpose they receive advice and assistance from Shell Energy
Limited, a wholly owned Group company.

Other Eastern Hemisphere

AustraliaA Group
company directly and indirectly has a 22.3% interest in the
liquefied natural gas (LNG) export phase and a 25.5% interest in
the domestic gas phase of a joint venture formed to develop the
gas fields of the North-West Shelf (NWS) (see page 17).
Sale and purchase agreements with eight Japanese utilities call
for the supply of LNG at a rate of some 7.3 million tonnes
a year, equivalent to some 27 million cubic metres of gas a
day. Currently, the joint venture is constructing a fourth LNG



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train with a 4.2 million tonnes capacity a
year. This new LNG train is planned to start up in 2004 and will
supply both existing and new customers. In 2002, the NWS joint
venture was awarded the supply contract for the first LNG
terminal in China, to be located in the Guangdong province in
south-east China. The contract volume is 3.3 million tonnes
per annum and first deliveries are planned in 2006.


The Group has a 28.6% interest in the Gorgon area
joint venture that is considering various LNG and domestic gas
project options.

A wholly owned Group company is also involved in
a number of licences in the Timor Sea between the Northern
Territory and Timor Leste with opportunities for both domestic
gas and LNG export. The Sunrise gas fields are the most mature
of these licences where a proposal to develop these fields using
Shells floating LNG technology has been made.

BruneiGas is
liquefied and sold to customers in Japan and Korea by Brunei LNG
Sendirian Berhad (Group interest 25%). In March 1993 the
companys main contract, to supply LNG to three power and
gas utilities in Tokyo and Osaka, was extended for a further
20 years at an increased sales quantity of some
5.5 million tonnes a year. In 2002, the total sales
quantity was some 6.8 million tonnes, mainly to Japan and
Korea, but supplemented by small sales to the US and Europe. The
LNG continues to be delivered in a fleet of 7 LNG vessels
owned by Brunei Shell Tankers Sendirian Berhad (Group interest
now 25%, following sale of 25% to a partner in BLNG during
2002), as well as a larger vessel, brought into service in June
2002, owned by Brunei Gas Carriers Sendirian Berhad (Group
interest 10%).

IndiaThe Group
holds 100% interest in three companies  Shell Hazira Gas
Private Ltd., Hazira Port Private Ltd. and Hazira LNG Private
Ltd., all of which are located in the State of Gujarat. Under a
Build-Own-Operate-Transfer (BOOT) Concession Agreement with the
Gujarat Maritime Board (with an initial term of 30 years)
Hazira Port Private Ltd., together with Hazira LNG Private Ltd.,
is constructing a port and LNG terminal at Hazira in Gujarat.
The initial capacity of this terminal is 2.5 mtpa,
expandable to 5 mtpa and then 10 mtpa. Currently under
construction the terminal is intended to be commissioned at the
end of 2004. Shell Hazira Gas Private Ltd., will use these
facilities to import LNG and to market and supply regasified LNG
to customers in Gujarat and North West India.

MalaysiaExports of
LNG from Sarawak by Malaysia LNG Sendirian Berhad (MLNG 
Group interest 15%) began in January 1983 to two Japanese
customers. The contract delivery rate was increased to
7.6 million tonnes of LNG a year in 1993. Three additional
liquefaction trains (Group interest 15%) came on stream at the
end of 1995 (MLNG Dua), doubling capacity to some
15.9 million tonnes a year, with customers in Japan, South
Korea and Taiwan. For the export volume, gas is supplied from
fields operated by Group companies (see page 17).
Construction of a third expansion to the Bintulu facilities,
MLNG Tiga (Group interest 15%), is on-going and scheduled for
completion in the first half of 2003.

The Group shareholding in the first venture,
MLNG, reverts to Petronas in 2003 under a transfer agreement
contained in the original joint venture agreement. A continuing
role in the gas supply to MLNG has already been extended to
2020, and work is ongoing with Petronas to assess the
feasibility of a continuing role in MLNG itself.

Adjacent to the LNG facilities is a Gas to
Liquids plant, operated by Shell MDS (Malaysia) Sendirian Berhad
(Group interest 71.8%). This plant converts approximately three
million cubic meters a day of natural gas into some 12,500
barrels a day high-quality middle distillates and other products
using Shell-developed technology. First commercial production of
middle distillates and solvents from the plant occurred during
1993 using feedstock from offshore gas fields. Following an
incident in late 1997, the plant re-started successfully in mid
2000. A full range of liquid and wax products is being sold into
specialty markets in Asia Pacific, the USA and Europe.

NigeriaA LNG plant
owned by Nigeria LNG Limited (NLNG) (Group interest 25.6%)
started up in October 1999. The plant produces some
5.9 million tonnes of LNG a year from two LNG trains
(Trains 1&2) for export under long-term contracts to
customers in Europe. A final investment decision was taken in
February 1999 by the shareholders of NLNG to expand the existing
venture, through the construction of an additional
2.9 million tonnes per annum LNG train and associated LPG
facilities. The third train commenced production in the fourth
quarter 2002, three months ahead of schedule. LNG volumes from
this expansion have been sold under long-term contracts to
existing customers. In the first quarter of 2002, the
shareholders of NLNG committed to the NLNG Plus
project, a further two-train expansion (Trains 4&5), to
supply US and European markets. NLNG Plus will increase
NLNGs production capacity to approximately
16.7 million tonnes a year of LNG and 2.5 million
tonnes a year of LPG in 2006.

OmanThe LNG plant
owned by Oman LNG (Group interest 30%) commenced operations in
April 2000. The annual capacity of the plant is some
6.6 million tonnes per annum. The majority of the LNG is
sold to Korea and Japan on long term contracts with remaining
volumes sold to customers on short term sales agreements.

RussiaA Group
company holds a 55% interest in Sakhalin Energy Investment
Company Ltd. (Sakhalin Energy). Following the successful first
phase oil development in July 1999, the potential second phase
includes construction, in the south of Sakhalin Island, of a
two-train LNG plant with 9.6 million tonnes a year capacity
for export to the Asia Pacific LNG markets.



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USA

During 2002, Gas & Power in the USA conducted
business in the following areas: transportation of natural gas
through offshore pipelines in the Gulf of Mexico, power equity
investments, holding of LNG capacity rights in US import
terminals, gas storage and arbitrage activities in Texas,
natural gas marketing and trading in the USA and Canada, power
marketing and trading in the USA, and energy management services.

Shell US Gas & Power (Group interest 100%)
manages LNG import capacity rights at the Cove Point and Elba
Island terminals, the offshore pipelines in the Gulf of Mexico,
an equity position in Enterprise Product Partners L.P., an
equity position in Tenaska Gateway power plant in Texas, and
long-term gas transportation contracts in Canada. Additionally,
during 2002 Shell US Gas & Power evaluated various options
to expand its LNG import capabilities.

Following the 2001 acquisition by InterGen of 30%
interest in Coral Energy Holdings, Shell Trading continues to
operate and manage all of Corals gas and power activities
in the USA and Canada. In 2002, Kinder Morgan purchased
InterGens Tejas gas pipeline and storage system.

Other Western Hemisphere

BoliviaIn 1997, a
Group company acquired a 25% interest in Transredes, an oil and
gas pipeline company in Bolivia. In 1999, gas exports to Brazil
commenced through a pipeline owned by GTB, a Transredes
subsidiary in which the Group has both direct and indirect
interests totalling 29.75%.

BrazilIn 1997,
Group companies acquired a minority interest in Comgas, a
Brazilian natural gas distribution company in the state of
São Paulo. In 1999, a joint venture was formed with BG
International that successfully bid for the final and
controlling block of Comgas (total Group interest now 18.2%). In
1998, an interest (25-30%) was acquired in a power station and
associated gas supply pipeline at Cuiaba in western Brazil; the
pipeline also crosses through eastern Bolivia. In 2000, Group
companies, jointly with Enron, acquired the Transredes interests
in the Cuiaba pipeline and power plant (Group interest in the
various project entities now average 37%). The Cuiaba gas-fired
power plant (480MW) became commercially operational in 2002. In
1998, an agreement was signed with Petrobras to develop an LNG
import terminal in north eastern Brazil.

VenezuelaIn 2002, a
Group company signed a Framing Agreement (June) and a
Preliminary Development Agreement (November) covering a 30%
interest in the Mariscal Sucre LNG scheme.

LNG Supply and Shipping

Two operations, Shell Western LNG (SWLNG) and
Shell Eastern LNG (SELNG) have been established to secure
supplies and terminal capacity for downstream markets that Shell
is developing. SWLNG sources LNG in the West and supplies
Shells outlets in the Atlantic Basin (currently Spain and
the USA), while SELNG sources supplies in the East, and may
eventually supply Shells terminal in India, and other
potential outlets in the region including Taiwan and China.
These operations will primarily use ships which have been
acquired by Shell Tankers Singapore Limited (currently a fleet
of 3, but with 2 more to be delivered by early 2004), and also
transact short-term supplies and charters.

InterGen

InterGen is a major international developer of
private power projects in which the Group has a 68%
non-controlling equity interest. InterGen brought five new
facilities in Egypt, Mexico, Turkey and Australia into operation
in 2002, bringing the total generating capacity to 5.2 Gigawatt
(GW) (InterGen net equity interest) at year-end. At the end of
December 2002, the company had interests in seven other power
stations under construction, with 6.9GW (InterGen net equity
interest) capacity, in the UK, Turkey, Mexico, the Netherlands
and the USA. Three projects in the UK, Mexico and the
Netherlands secured financing in 2002.




3   Oil Products

Unless otherwise noted, the information contained
in this section is as at or for the year ended December 31,
2002, as applicable.

(a) Overview

Oil Products encompasses all the activities which
transform crude oil from the wellhead into Shell products for
customers.


The Group has an interest in more than 50
refineries worldwide and markets fuels for the automotive,
aviation and marine sectors, along with heating oils, industrial
and consumer lubricants, speciality products such as bitumen and
liquefied petroleum gas (LPG) and technical services.



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The Oil Products business operates the
worlds largest single branded retail network, serving some
25 million retail customers a day through
55,000 service stations. Convenience retailing, offering a
wide range of products, continues to show steady growth in
revenues, gross margin and income. In addition, the Oil Products
business serves around one million industrial and commercial
customers; from small family-run businesses through to
multinational companies. Lubricants, fuels and other speciality
products are supplied to industrial sectors as diverse as
mining, automotive manufacturing, food processing and
steel-making. Underpinning Shells marketing strength is
the Shell brand. The Shell brand is one of the most trusted and
reputable in the world. The Shell Global Brand Tracker is run
annually, measuring in a structured and objective way the health
of the Shell brand across the world, and enables Shell companies
to assess their competitive strength and brand appeal. The
latest study confirmed Shells global lead in terms of
Brand Preference  it was the most preferred brand
in 30 of the 50 markets covered. The reach of the
brand  with a Shell presence in over 145 countries
and territories  provides the opportunity to combine
the benefits of global operations with a strong brand
affiliation.

Group companies continue to be leaders in
automotive fuel performance and quality. The range of innovative
products and services offered to customers has been further
expanded, drawing upon extensive research and development. The
differentiated fuels programme has now been launched in
46 countries with 9 product launches in 2002.
Environmentally friendlier products continued to be introduced
more widely, such as low-sulphur diesel, lead replacement fuel
and LPG.

Shell Global Solutions brings the Groups
technology and experience to market by providing industry
customers with innovative solutions to improve their performance.

Oil Products actively manages the health and
safety risk of its operations and products for staff,
contractors, customers and neighbours. All Oil Products business
activities are covered by structured HSE management systems.

USAOil
Products activities in the USA are carried out through various
Shell Oil Company subsidiaries.

In early 2002, Shell Oil Company acquired the 44%
Texaco Inc. interest in Equilon Enterprises LLC, which is now
doing business as Shell Oil Products US. At the same time Shell
Oil Company and Saudi Refining, Inc. acquired Texacos
interest in Motiva Enterprises LLC, making each company a 50%
owner of that business. Shell Oil Company also holds a 50%
interest in the Deer Park Refining Limited Partnership, which is
a joint venture between Shell Oil Company and a subsidiary of
Mexicos national oil company Petroleos Mexicanos (Pemex).

Together, Shell Oil Products US and Motiva hold a
significant position in the US refined products industry, having
an approximate 15% share of the US gasoline market. At the end
of 2002, the two companies together with Deer Park Refining
Limited Partnership had 9 refineries with a combined
capacity of approximately 1.7 million barrels per day,
interests in approximately 25,000 miles of pipelines and
some 21,000 retail outlets.

Shell Oil Products US and Motiva both market
petroleum and other products directly and through independent
wholesalers and retailers and have the exclusive rights to use
the Shell brand on refined oil product sales in
those areas of the USA where each company is authorised to
conduct its respective business. In addition, Shell Oil Products
US and Motiva have the exclusive rights to use the
Texaco brand on refined oil product sales in their
respective areas through June 2004, and non-exclusive rights
through June 2006. Shell Oil Products US also has the
non-exclusive right to use the Texaco lubricant brands through
August 2003. Shell Oil Products US and Motiva plan to reduce the
number of service stations in the overall network by around 30%.
Furthermore a re-branding programme is underway to re-brand
Texaco branded sites to the Shell brand, which will be largely
completed by mid-2004.

The purchase of Pennzoil-Quaker State Company was
completed in October 2002 after regulatory clearance. The
transaction has a total equity value of $1.9 billion and
debt of $1.3 billion. This acquisition will make the Group
a leader in both passenger car motor oil and diesel engine oil
in the USA. This acquisition aligns with the Groups
strategy to become a leader in the global lubricants market.

In 2002, Shell Oil Company sold its pipeline
assets in West Texas including the Permian Basin gathering
system and the Basin and Rancho pipelines to Plains All American
Pipeline, L.P.

In February 2003, Shell Oil Company announced the
proposed sale of the majority of the companys onshore
crude pipeline systems. The assets to be sold are the Ozark
pipeline, the W. Tulsa 10-inch pipeline, the Cushing
Tank Farms, Poplar pipeline and the Powder River and Baker
gathering systems. In addition, Shell Pipelines ownership
interest in the Capline, Capwood, Woodpat, Osage and Little
Missouri pipeline systems will be sold. During 2003,
several of these transactions were completed, including the
Michigan gathering system sale completed in December; the
Poplar/Butte/Baker Gathering/Powder River/Little Missouri sale
completed in December; the Cushing Ozark/Woodpat/Osage sale
closed in quarter one 2004; and the Capline/Capwood sale also
closed in quarter one 2004.

CanadaShell
Canada (Group interest 78%) owns 3 refineries in Alberta,
Ontario and Quebec, with a total refinery capacity of
0.3 million barrels per day and a network of some
1,800 service stations. Under a joint agreement Shell
Canada holds 60 per cent interest in the Athabasca Oil
Sands Project in Northern Alberta. This includes the Muskeg
River mine and the Scotford upgrader. Bitumen production started
late in 2002, with synthetic crude production coming soon after.



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The synthetic crude feedstock from the upgrader
will be processed at the Scotford refinery, which was ranked as
Best-in-Class (first out of 132 refineries in
North America) in the 2000 Solomon benchmarking study.

Shell Europe Oil Products (SEOP)

SEOP has a presence in 34 countries. Group
companies have 11 refineries with a total capacity of
1.6 million barrels per day. In addition, associated
companies have 8 refineries with a capacity of
1.1 million barrels per day (Group interest
0.3 million barrels per day). There are a total of some
13,000 service stations. Growth has been realised in recent
years in Central and Eastern Europe and in the launch of
differentiated fuels which are now present in 20 countries.

In January 2002, a Group company entered into a
refining and marketing joint venture (50:50) with RWE-DEA in
Germany, the largest oil products market in Europe and in July
took ownership of 100% of the venture. The cash consideration of
$1.3 billion will be paid in July 2003.

The acquisition of 86 service stations from Agip
in Italy was announced in 2002 strengthening Shells
network in the north of the country. In two linked transactions
56 sites in Germany and 35 sites in France were sold to
AGIP in order to comply with regulatory requirements relating to
the purchase of RWE-DEA. In the first quarter of 2003, the Group
announced its intention to seek buyers for the shares in AB
Svenska Shell, a 100% owned subsidiary. It is the intention to
retain the lubricants, LPG and Marine Products businesses in
Sweden.

Shell Oil Products East (SOPE)

SOPE, encompassing the Middle East and Asia
Pacific, operates in 38 countries. At the end of 2002 Group
companies have 6 refineries with a refinery capacity of
some 1.0 million barrels per day. Furthermore, associated
companies have 8 refineries with total capacity at the end
of 2002 of 1.0 million barrels per day (Group interest
0.3 million barrels per day).

There are a total of some 10,000 service
stations in retail markets. Differentiated fuels are now
available in 7 countries.

In quarter 3, the Group initialled a draft
Joint Venture Contract with China Petroleum and Chemicals
Corporation (Sinopec Corp.) for the establishment of an oil
products marketing joint venture in Jiangsu Province. The joint
venture is for the development of a network of 500 service
stations in that province. Discussions towards full agreement
are progressing.

Africa, South and Central America

The Group has a presence in 72 countries. As
at the end of 2002 Group companies have 2 refineries with a
combined refinery capacity of some 0.3 million barrels per
day. Associated companies have 8 refineries with a total
capacity at the end of 2002 of 0.3 million barrels per day
(Group interest 0.1 million barrels per day).

There are a total of some 9,000 service
stations in retail markets. Differentiated fuels are now
available in 18 countries.

The sale of a 25% interest in Shells
marketing businesses in South Africa to the Thebe Investment
Corporation was completed in the first quarter 2002. This sale
is a positive response to the South African Governments
Black Economic Empowerment initiative.

Global BusinessesThe Group manages its Aviation, Marine Products, LPG and Global
Solutions businesses on a global basis. This global approach has
allowed the Group to better meet the needs of its global
customers, share best practice and common processes and drive
for lower cost structures and supply chain optimisation. The
simplification of structures in the USA will allow the Group to
further extend these benefits, which will yield additional
business and growth opportunities. The acquisition of
Pennzoil-Quaker State Company will allow the Group to build a
further global platform in lubricants. This will be in
transition in 2003 and will be completed in 2004.

Shell Aviationis a
world leader in the marketing of aviation fuel and in the
operation of airport fuelling. Every day at over
800 airports in 90 countries, Shell Aviation fuels
some 20,000 aircraft and supplies over 23 million
gallons (87 million litres) of fuel. In 2002 Shell Aviation
was recognised by global airlines as the Worlds best Jet
Fuel Marketer, winning the coveted Armbrust Aviation award for
the third time in five years.

Shell Marine
Productsis one of the worlds
leading suppliers of premium quality marine fuels, lubricants
and services, working with international and local marine
customers worldwide. The business supplies 20 different
types of marine fuel oil to power diesel engine, steam and gas
turbine vessels, together with around 100 different types
of marine lubricants blended to provide optimum protection in
the toughest environments. The business serves more than
15,000 customer vessels ranging from large ocean-going
tankers to small fishing boats.

Shell Gas LPGmarkets LPG to around 40 million customers in over
55 countries and territories, supplying LPG for domestic
purposes (heating, cooking etc), commercial (restaurants),
agriculture and industry; in developed countries LPG is becoming



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increasingly popular as an automotive fuel.
Typically LPG is distributed by cylinders, small tanks and large
bulk tanks. During 2002 Shell Gas LPG completed the acquisition
of Sihirgaz in Turkey, acquired the LPG business and assets of
the Bharat Shell joint venture, as well as finalising the
acquisition of Unipetrols 55% share in Kralupol in the
Czech Republic, giving the Group 100% ownership of the company.


Shell Global
Solutionsbrings the Groups
technology and technical experience to market by providing
industry and other Group companies with innovative solutions to
improve their performance. Shell Global Solutions has an
extensive network of offices around the world, with primary
commercial centres now operating in the USA, Europe and Asia
Pacific. The business has shown a steady growth in revenues over
the last 3-4 years.

A Memorandum of Understanding was signed in
November 2002 between Shell Global Solutions International and
China Petroleum and Chemical Corporation (Sinopec). It provides
for Shell Global Solutions to provide a programme to improve the
profitability of the Jinling refinery in Nanjing based on
transferring industry best practices to the refinery.

Shell Servicesoffers industrial customers a range of services, including fluid
management, asset management and maintenance, logistical support
and power optimisation.



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REFININGa



|                                        |             
|--------------------------------------- | ------------
|Cost of crude oil processed or consumed | $ per barrel




(including upstream margin on crude supplied by
Group and associated exploration and production companies)


| |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
| |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
| |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
| |  |      |       |  |      |  |       |      |  | 
|
|
| |  |      | 24.35 |  |      |  | 23.56 |      |  |  | 27.50 |  |  |      | 17.58 |  |  |  | 12.58 | 
|



|                                          |                        
|----------------------------------------- | -----------------------
|Operable crude oil distillation capacityb | thousand barrels dailyc




|                         |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                         |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                         |  |      |       |  |      |  |       |      |  | 
|                        
|                        
|Europe                   |  |      | 1,809 |  |      |  | 1,400 |      |  |  | 1,395 |  |  |      | 1,546 |  |  |  | 1,591 | 
|Other Eastern Hemisphere |  |      | 1,108 |  |      |  | 1,155 |      |  |  | 1,099 |  |  |      | 1,073 |  |  |  | 1,072 | 
|USA                      |  |      | 1,075 |  |      |  | 689   |      |  |  | 222   |  |  |      | 222   |  |  |  | 324   | 
|Other Western Hemisphere |  |      | 395   |  |      |  | 398   |      |  |  | 372   |  |  |      | 371   |  |  |  | 364   | 
|                        
|                         |  |      | 4,387 |  |      |  | 3,642 |      |  |  | 3,088 |  |  |      | 3,212 |  |  |  | 3,351 | 
|                        



|                     |                        
|-------------------- | -----------------------
|Crude oil processedd | thousand barrels dailyc




|                                    |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|----------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                                    |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                                    |  |      |       |  |      |  |       |      |  | 
|                                   
|                                   
|Europe                              |  |      | 1,701 |  |      |  | 1,309 |      |  |  | 1,337 |  |  |      | 1,531 |  |  |  | 1,602 | 
|Other Eastern Hemisphere            |  |      | 870   |  |      |  | 933   |      |  |  | 899   |  |  |      | 918   |  |  |  | 968   | 
|USA                                 |  |      | 996   |  |      |  | 624   |      |  |  | 196   |  |  |      | 188   |  |  |  | 282   | 
|Other Western Hemisphere            |  |      | 314   |  |      |  | 361   |      |  |  | 355   |  |  |      | 352   |  |  |  | 355   | 
|                                   
|                                    |  |      | 3,881 |  |      |  | 3,227 |      |  |  | 2,787 |  |  |      | 2,989 |  |  |  | 3,207 | 
|                                   
|Group share of associated companies |  |      | 473   |  |      |  | 480   |      |  |  | 1,117 |  |  |      | 1,139 |  |  |  | 1,072 | 
|                                   

Crude oil distillation unit intake as
percentage

|                      |  
|--------------------- | -
|of operable capacitye | %




|                         |  |      |    |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |     | 
|------------------------ |  | ---- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  |  |  | --- | 
|                         |  | 2002 |    |  | 2001 |  |    | 2000 |  |  | 1999 |  |  | 1998 |   
|                         |  |      |    |  |      |  |    |      |  | 
|                        
|                        
|Europe                   |  |      | 94 |  |      |  | 95 |      |  |  | 97   |  |  |      | 99 |  |  |  | 101 | 
|Other Eastern Hemisphere |  |      | 84 |  |      |  | 90 |      |  |  | 85   |  |  |      | 90 |  |  |  | 93  | 
|USA                      |  |      | 91 |  |      |  | 91 |      |  |  | 88   |  |  |      | 86 |  |  |  | 87  | 
|Other Western Hemisphere |  |      | 86 |  |      |  | 91 |      |  |  | 98   |  |  |      | 97 |  |  |  | 97  | 
|                        
|Worldwide                |  |      | 90 |  |      |  | 92 |      |  |  | 92   |  |  |      | 95 |  |  |  | 97  | 
|                        

|                            |                        
|--------------------------- | -----------------------
|Refinery processing intakef | thousand barrels dailyc




|                         |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                         |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                         |  |      |       |  |      |  |       |      |  | 
|                        
|                        
|Crude oil                |  |      | 3,881 |  |      |  | 3,227 |      |  |  | 2,787 |  |  |      | 2,989 |  |  |  | 3,207 | 
|Feedstocks               |  |      | 203   |  |      |  | 173   |      |  |  | 136   |  |  |      | 148   |  |  |  | 164   | 
|                        
|                         |  |      | 4,084 |  |      |  | 3,400 |      |  |  | 2,923 |  |  |      | 3,137 |  |  |  | 3,371 | 
|                        
|Europe                   |  |      | 1,761 |  |      |  | 1,358 |      |  |  | 1,394 |  |  |      | 1,602 |  |  |  | 1,670 | 
|Other Eastern Hemisphere |  |      | 941   |  |      |  | 1,018 |      |  |  | 971   |  |  |      | 983   |  |  |  | 1,034 | 
|USA                      |  |      | 1,064 |  |      |  | 663   |      |  |  | 198   |  |  |      | 192   |  |  |  | 308   | 
|Other Western Hemisphere |  |      | 318   |  |      |  | 361   |      |  |  | 360   |  |  |      | 360   |  |  |  | 359   | 
|                        
|                         |  |      | 4,084 |  |      |  | 3,400 |      |  |  | 2,923 |  |  |      | 3,137 |  |  |  | 3,371 | 
|                        
|million tonnes a year   
|                        
|Metric equivalent        |  |      | 201   |  |      |  | 166   |      |  |  | 147   |  |  |      | 157   |  |  |  | 169   | 
|                        



|                             |                        
|---------------------------- | -----------------------
|Refinery processing outturng | thousand barrels dailyc




|                |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|--------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                |  |      |       |  |      |  |       |      |  | 
|               
|               
|Gasolines       |  |      | 1,537 |  |      |  | 1,242 |      |  |  | 957   |  |  |      | 1,021 |  |  |  | 1,088 | 
|Kerosines       |  |      | 400   |  |      |  | 369   |      |  |  | 320   |  |  |      | 368   |  |  |  | 387   | 
|Gas/Diesel oils |  |      | 1,287 |  |      |  | 1,068 |      |  |  | 974   |  |  |      | 1,035 |  |  |  | 1,079 | 
|Fuel oil        |  |      | 355   |  |      |  | 339   |      |  |  | 316   |  |  |      | 361   |  |  |  | 434   | 
|Other products  |  |      | 546   |  |      |  | 417   |      |  |  | 350   |  |  |      | 283   |  |  |  | 324   | 
|               
|                |  |      | 4,125 |  |      |  | 3,435 |      |  |  | 2,917 |  |  |      | 3,068 |  |  |  | 3,312 | 
|               

Group share of Equilon and Motiva
volumes

|                     |                        
|-------------------- | -----------------------
|(not included above) | thousand barrels dailyc




|                           |  |      |     |  |      |  |     |      |  |  |     | 
|-------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | --- | 
|                           |  | 2000 |     |  | 1999 |  |     | 1998 | 
|                           |  |      |     |  |      | 
|                          
|                          
|Refinery processing intake |  |      | 656 |  |      |  | 797 |      |  |  | 656 | 
|                          



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | For the period 19982000 Equilon and Motiva
    were reported as associated companies. The Group share of
    refinery processing intake of Equilon and Motiva was reported
    separately. The basis of reporting in 2002 has been changed to
    reflect only those activities relating to the Oil Products
    business; previously the volumes of the Mobile refinery in
    Alabama, a refinery owned by Chemicals, was included within the
    USA volumes. The 2001 figures have been restated on a similar
    basis. Furthermore, the 2002 USA reported volumes include 100%
    of Equilon (now Shell Oil Products US) and 50% of Motiva; the
    2001 figures have been restated in accordance with the ownership
    interests prevailing at the time.
| 
|b | Group average operating capacity for the year and
    excluding mothballed capacity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
|c | One barrel daily is equivalent to approximately
    50 tonnes a year, depending on the specific gravity of the
    crude oil. Daily signifies per calendar day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
|d | Including natural gas liquids; includes
    processing for others and excludes processing by others.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
|e | Including crude oil and feedstocks processed in
    crude oil distillation units, and based on calendar-day
    capacities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
|f | Including crude oil and natural gas liquids plus
    feedstocks processed in crude oil distillation units and in
    secondary conversion units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
|g | Excluding own use and products
    acquired for blending purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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OIL SALESa, b, c



|                 |                       
|---------------- | ----------------------
|Product volumesd | thousand barrels daily




|                         |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                         |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                         |  |      |       |  |      |  |       |      |  | 
|                        
|                        
|Europe                   |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Gasolines                |  |      | 647   |  |      |  | 531   |      |  |  | 510   |  |  |      | 506   |  |  |  | 490   | 
|Kerosines                |  |      | 190   |  |      |  | 164   |      |  |  | 178   |  |  |      | 192   |  |  |  | 187   | 
|Gas/Diesel oils          |  |      | 950   |  |      |  | 776   |      |  |  | 718   |  |  |      | 747   |  |  |  | 764   | 
|Fuel oil                 |  |      | 177   |  |      |  | 174   |      |  |  | 192   |  |  |      | 186   |  |  |  | 208   | 
|Other products           |  |      | 209   |  |      |  | 207   |      |  |  | 212   |  |  |      | 199   |  |  |  | 193   | 
|                        
|                         |  |      | 2,173 |  |      |  | 1,852 |      |  |  | 1,810 |  |  |      | 1,830 |  |  |  | 1,842 | 
|                        
|Other Eastern Hemisphere |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Gasolines                |  |      | 332   |  |      |  | 328   |      |  |  | 334   |  |  |      | 344   |  |  |  | 347   | 
|Kerosines                |  |      | 142   |  |      |  | 132   |      |  |  | 124   |  |  |      | 131   |  |  |  | 147   | 
|Gas/Diesel oils          |  |      | 476   |  |      |  | 460   |      |  |  | 452   |  |  |      | 437   |  |  |  | 432   | 
|Fuel oil                 |  |      | 188   |  |      |  | 200   |      |  |  | 203   |  |  |      | 220   |  |  |  | 221   | 
|Other products           |  |      | 149   |  |      |  | 138   |      |  |  | 138   |  |  |      | 130   |  |  |  | 124   | 
|                        
|                         |  |      | 1,287 |  |      |  | 1,258 |      |  |  | 1,251 |  |  |      | 1,262 |  |  |  | 1,271 | 
|                        
|USA                      |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Gasolines                |  |      | 1,239 |  |      |  | 737   |      |  |  | 189   |  |  |      | 185   |  |  |  | 283   | 
|Kerosines                |  |      | 221   |  |      |  | 138   |      |  |  | 31    |  |  |      | 31    |  |  |  | 54    | 
|Gas/Diesel oils          |  |      | 401   |  |      |  | 266   |      |  |  | 82    |  |  |      | 74    |  |  |  | 59    | 
|Fuel oil                 |  |      | 105   |  |      |  | 65    |      |  |  | 17    |  |  |      | 25    |  |  |  | 38    | 
|Other products           |  |      | 173   |  |      |  | 111   |      |  |  | 114   |  |  |      | 71    |  |  |  | 269   | 
|                        
|                         |  |      | 2,139 |  |      |  | 1,317 |      |  |  | 433   |  |  |      | 386   |  |  |  | 703   | 
|                        
|Other Western Hemisphere |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Gasolines                |  |      | 317   |  |      |  | 315   |      |  |  | 306   |  |  |      | 321   |  |  |  | 310   | 
|Kerosines                |  |      | 74    |  |      |  | 80    |      |  |  | 81    |  |  |      | 85    |  |  |  | 93    | 
|Gas/Diesel oils          |  |      | 246   |  |      |  | 252   |      |  |  | 275   |  |  |      | 277   |  |  |  | 279   | 
|Fuel oil                 |  |      | 92    |  |      |  | 100   |      |  |  | 107   |  |  |      | 104   |  |  |  | 118   | 
|Other products           |  |      | 49    |  |      |  | 54    |      |  |  | 128   |  |  |      | 123   |  |  |  | 148   | 
|                        
|                         |  |      | 778   |  |      |  | 801   |      |  |  | 897   |  |  |      | 910   |  |  |  | 948   | 
|                        
|Export sales             |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Gasolines                |  |      | 251   |  |      |  | 202   |      |  |  | 455   |  |  |      | 279   |  |  |  | 257   | 
|Kerosines                |  |      | 155   |  |      |  | 154   |      |  |  | 128   |  |  |      | 128   |  |  |  | 113   | 
|Gas/Diesel oils          |  |      | 222   |  |      |  | 194   |      |  |  | 204   |  |  |      | 222   |  |  |  | 253   | 
|Fuel oil                 |  |      | 196   |  |      |  | 168   |      |  |  | 204   |  |  |      | 175   |  |  |  | 163   | 
|Other products           |  |      | 198   |  |      |  | 197   |      |  |  | 192   |  |  |      | 174   |  |  |  | 166   | 
|                        
|                         |  |      | 1,022 |  |      |  | 915   |      |  |  | 1,183 |  |  |      | 978   |  |  |  | 952   | 
|                        
|Total product sales      |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|Gasolines                |  |      | 2,786 |  |      |  | 2,113 |      |  |  | 1,794 |  |  |      | 1,635 |  |  |  | 1,687 | 
|Kerosines                |  |      | 782   |  |      |  | 668   |      |  |  | 542   |  |  |      | 567   |  |  |  | 594   | 
|Gas/Diesel oils          |  |      | 2,295 |  |      |  | 1,948 |      |  |  | 1,731 |  |  |      | 1,757 |  |  |  | 1,787 | 
|Fuel oil                 |  |      | 758   |  |      |  | 707   |      |  |  | 723   |  |  |      | 710   |  |  |  | 748   | 
|Other products           |  |      | 778   |  |      |  | 707   |      |  |  | 784   |  |  |      | 697   |  |  |  | 900   | 
|                        
|                         |  |      | 7,399 |  |      |  | 6,143 |      |  |  | 5,574 |  |  |      | 5,366 |  |  |  | 5,716 | 
|                        

Group share of Equilon and Motiva
volumes


|                     |                       
|-------------------- | ----------------------
|(not included above) | thousand barrels daily




|                         |  |      |       |  |      |  |       |      |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                         |  | 2000 |       |  | 1999 |  |       | 1998 | 
|                         |  |      |       |  |      | 
|                        
|                        
|Total oil products sales |  |      | 1,508 |  |      |  | 1,429 |      |  |  | 1,070 | 
|                        

|                                                      |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|----------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                                                     
|Sales by product as percentage of total product sales |  | %    |      
|                                                     
|                                                     
|                                                      |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                                                      |  |      |       |  |      |  |       |      |  | 
|                                                     
|                                                     
|Gasolines                                             |  |      | 37.7  |  |      |  | 34.4  |      |  |  | 32.2  |  |  |      | 30.5  |  |  |  | 29.5  | 
|Kerosines                                             |  |      | 10.6  |  |      |  | 10.9  |      |  |  | 9.7   |  |  |      | 10.6  |  |  |  | 10.4  | 
|Gas/Diesel oils                                       |  |      | 31.0  |  |      |  | 31.7  |      |  |  | 31.0  |  |  |      | 32.7  |  |  |  | 31.3  | 
|Fuel oil                                              |  |      | 10.2  |  |      |  | 11.5  |      |  |  | 13.0  |  |  |      | 13.2  |  |  |  | 13.1  | 
|Other products                                        |  |      | 10.5  |  |      |  | 11.5  |      |  |  | 14.1  |  |  |      | 13.0  |  |  |  | 15.7  | 
|                                                     
|                                                      |  |      | 100.0 |  |      |  | 100.0 |      |  |  | 100.0 |  |  |      | 100.0 |  |  |  | 100.0 | 
|                                                     

|                         |  |           |        |  |      |  |        |      |  |  |        |  |  |      |        |  |  |  |        | 
|------------------------ |  | --------- | ------ |  | ---- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  |  |  | ------ | 
|                        
|Net product proceeds     |  | $ million |       
|                        
|                        
|by product               |  | 2002      |        |  | 2001 |  |        | 2000 |  |  | 1999   |  |  | 1998 |       
|                         |  |           |        |  |      |  |        |      |  | 
|                        
|                        
|Gasolines                |  |           | 38,861 |  |      |  | 30,455 |      |  |  | 27,046 |  |  |      | 18,594 |  |  |  | 18,603 | 
|Kerosines                |  |           | 9,170  |  |      |  | 8,710  |      |  |  | 7,877  |  |  |      | 5,300  |  |  |  | 4,748  | 
|Gas/Diesel oils          |  |           | 28,077 |  |      |  | 25,735 |      |  |  | 25,211 |  |  |      | 16,985 |  |  |  | 16,018 | 
|Fuel oil                 |  |           | 6,591  |  |      |  | 5,900  |      |  |  | 6,752  |  |  |      | 4,309  |  |  |  | 3,546  | 
|Other products           |  |           | 11,420 |  |      |  | 9,845  |      |  |  | 10,470 |  |  |      | 8,243  |  |  |  | 7,631  | 
|                        
|Total oil products       |  |           | 94,119 |  |      |  | 80,645 |      |  |  | 77,356 |  |  |      | 53,431 |  |  |  | 50,546 | 
|                        
|by geographical area    
|                        
|Europe                   |  |           | 30,228 |  |      |  | 25,077 |      |  |  | 26,189 |  |  |      | 18,648 |  |  |  | 16,944 | 
|Other Eastern Hemisphere |  |           | 16,801 |  |      |  | 17,371 |      |  |  | 18,278 |  |  |      | 13,254 |  |  |  | 12,000 | 
|USA                      |  |           | 26,200 |  |      |  | 17,199 |      |  |  | 5,068  |  |  |      | 3,202  |  |  |  | 3,916  | 
|Other Western Hemisphere |  |           | 10,836 |  |      |  | 12,118 |      |  |  | 14,226 |  |  |      | 11,300 |  |  |  | 12,240 | 
|Export sales             |  |           | 10,054 |  |      |  | 8,880  |      |  |  | 13,595 |  |  |      | 7,027  |  |  |  | 5,446  | 
|                        
|Total oil products       |  |           | 94,119 |  |      |  | 80,645 |      |  |  | 77,356 |  |  |      | 53,431 |  |  |  | 50,546 | 
|                        

|                             |  |              |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|---------------------------- |  | ------------ | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                             |  |             
|Average net product proceeds |  | $ per barrel |      
|                            
|                            
|by product                   |  | 2002         |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                             |  |              |       |  |      |  |       |      |  | 
|                            
|                            
|Gasolines                    |  |              | 38.22 |  |      |  | 39.50 |      |  |  | 41.20 |  |  |      | 31.16 |  |  |  | 30.22 | 
|Kerosines                    |  |              | 32.12 |  |      |  | 35.70 |      |  |  | 39.69 |  |  |      | 25.61 |  |  |  | 21.91 | 
|Gas/Diesel oils              |  |              | 33.52 |  |      |  | 36.19 |      |  |  | 39.79 |  |  |      | 26.49 |  |  |  | 24.55 | 
|Fuel oil                     |  |              | 23.82 |  |      |  | 22.85 |      |  |  | 25.52 |  |  |      | 16.62 |  |  |  | 12.98 | 
|Other products               |  |              | 40.21 |  |      |  | 38.14 |      |  |  | 36.51 |  |  |      | 32.38 |  |  |  | 23.23 | 
|                            
|Total oil products           |  |              | 34.85 |  |      |  | 35.96 |      |  |  | 37.92 |  |  |      | 27.28 |  |  |  | 24.23 | 
|                            
|by geographical area        
|                            
|Europe                       |  |              | 38.11 |  |      |  | 37.09 |      |  |  | 39.52 |  |  |      | 27.92 |  |  |  | 25.20 | 
|Other Eastern Hemisphere     |  |              | 35.77 |  |      |  | 37.83 |      |  |  | 39.93 |  |  |      | 28.78 |  |  |  | 25.87 | 
|USA                          |  |              | 33.55 |  |      |  | 35.78 |      |  |  | 31.98 |  |  |      | 22.70 |  |  |  | 15.27 | 
|Other Western Hemisphere     |  |              | 38.18 |  |      |  | 41.47 |      |  |  | 43.34 |  |  |      | 34.00 |  |  |  | 35.37 | 
|Export sales                 |  |              | 26.95 |  |      |  | 26.59 |      |  |  | 31.40 |  |  |      | 19.69 |  |  |  | 15.67 | 
|                            
|Total oil products           |  |              | 34.85 |  |      |  | 35.96 |      |  |  | 37.92 |  |  |      | 27.28 |  |  |  | 24.23 | 
|                            



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | For the period 19982000 the Group share of
    Equilon and Motiva volumes was reported separately.                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|b | The basis of reporting in 2002 has been changed
    to reflect only those activities which relate to the Oil
    Products business  previously some volumes handled by
    other businesses were included; the 2001 figures have been
    restated on a similar basis. The 2002 reported volumes include
    100% of Equilon (now Shell Oil Products US) and 50% of Motiva
    sales to third parties; the 2001 figures have been restated in
    accordance with the ownership interests prevailing at that time.
| 
|c | Sales figures exclude deliveries to other
    companies under reciprocal purchase and sale arrangements which
    are in the nature of exchanges. Sales of condensate and natural
    gas liquids are included.                                                                                                                                                                                                                                                                                                    
| 
|d | By country of destination, except where the
    ultimate destination is not known at the time of sale, in which
    case the sales are shown as export sales.                                                                                                                                                                                                                                                                                                                                                      



28 Royal
Dutch/Shell Group of Companies  Business and Property




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



(b) Trading

In 2002, Shell Trading (US) Company (STUSCO)
assumed the trading activities that had previously been
conducted on behalf of Equilon Enterprises LLC and Motiva
Enterprises LLC by Equiva Trading Company and its subsidiary
Equiva Trading International.


(c) Shipping

During 2002, two new LNG carriers, each with a
capacity of 134,500 cubic metres, were acquired to meet the
growing demand for LNG shipping. One 32,477 deadweight
tonne oil tanker was sold to a third party for further trading.
The end 2002 tanker fleet numbers include the STUSCO US flag
coastal products vessels.


|                                                       |  |                 |    |  |                           |  |    |      |  |  |      |  |  |      |    |  |      |  |    |      |  |  |      |  |  |      |     |  |      |  |     |  |  |  |     |  |  |  |     | 
|------------------------------------------------------ |  | --------------- | -- |  | ------------------------- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | --- |  | ---- |  | --- |  |  |  | --- |  |  |  | --- | 
|                                                       |  |                 |    | 
|Oil tankersa(at December 31)                           |  | number of ships |    |  | million deadweight tonnes | 
|                                                      
|                                                       | 
|Owned/demise-hired                                     |  | 2002            |    |  | 2001                      |  |    | 2000 |  |  | 1999 |  |  | 1998 |    |  | 2002 |  |    | 2001 |  |  | 2000 |  |  | 1999 |     |  | 1998 | 
|                                                      
|                                                       | 
|VLCCs (very large crude carriers over 160,000 dwt)     |  |                 | 7  |  |                           |  | 7  |      |  |  | 8    |  |  |      | 9  |  |      |  | 9  |      |  |  | 2.1  |  |  |      | 2.1 |  |      |  | 2.3 |  |  |  | 2.6 |  |  |  | 2.6 | 
|Large range (45,000 to 160,000 dwt)                    |  |                 | 16 |  |                           |  | 16 |      |  |  | 16   |  |  |      | 17 |  |      |  | 18 |      |  |  | 1.3  |  |  |      | 1.3 |  |      |  | 1.3 |  |  |  | 1.4 |  |  |  | 1.4 | 
|Medium range (25,000 to 45,000 dwt)                    |  |                 | 5  |  |                           |  | 6  |      |  |  | 5    |  |  |      | 7  |  |      |  | 8  |      |  |  | 0.2  |  |  |      | 0.2 |  |      |  | 0.1 |  |  |  | 0.2 |  |  |  | 0.3 | 
|General purpose (10,000 to 25,000 dwt)/Specialist      |  |                 | 2  |  |                           |  | 2  |      |  |  | 1    |  |  |      | 1  |  |      |  | 2  |      |  |  | 0.1  |  |  |      | 0.1 |  |      |  | 0.1 |  |  |  | 0.1 |  |  |  | 0.1 | 
|                                                      
|                                                       |  |                 | 30 |  |                           |  | 31 |      |  |  | 30   |  |  |      | 34 |  |      |  | 37 |      |  |  | 3.7  |  |  |      | 3.7 |  |      |  | 3.8 |  |  |  | 4.3 |  |  |  | 4.4 | 
|Time-chartered                                         |  |                 |    |  |                           |  |    |      |  |  |      |  |  |      |    |  |      |  |    |      |  |  |      |  |  |      |     |  |      |  |     |  |  |  |     |  |  |  |     | 
|VLCCs (very large crude carriers over
    160,000 dwt) |  |                 | 1  |  |                           |  |   |      |  |  |     |  |  |      |   |  |      |  |   |      |  |  | 0.3  |  |  |      |    |  |      |  |    |  |  |  |    |  |  |  |    | 
|Large range (45,000 to 160,000 dwt)                    |  |                 | 18 |  |                           |  | 17 |      |  |  | 9    |  |  |      | 9  |  |      |  | 15 |      |  |  | 1.5  |  |  |      | 1.5 |  |      |  | 0.7 |  |  |  | 0.8 |  |  |  | 1.3 | 
|Medium range (25,000 to 45,000 dwt)                    |  |                 | 15 |  |                           |  | 7  |      |  |  | 8    |  |  |      | 7  |  |      |  | 8  |      |  |  | 0.6  |  |  |      | 0.3 |  |      |  | 0.3 |  |  |  | 0.3 |  |  |  | 0.3 | 
|General purpose (10,000 to 25,000 dwt)/Specialist      |  |                 | 6  |  |                           |  | 7  |      |  |  | 1    |  |  |      | 1  |  |      |  | 1  |      |  |  | 0.1  |  |  |      | 0.1 |  |      |  | 0.1 |  |  |  | 0.1 |  |  |  | 0.1 | 
|                                                      
|                                                       |  |                 | 40 |  |                           |  | 31 |      |  |  | 18   |  |  |      | 17 |  |      |  | 24 |      |  |  | 2.5  |  |  |      | 1.9 |  |      |  | 1.1 |  |  |  | 1.2 |  |  |  | 1.7 | 
|                                                      
|Total oil tankers                                      |  |                 | 70 |  |                           |  | 62 |      |  |  | 48   |  |  |      | 51 |  |      |  | 61 |      |  |  | 6.2  |  |  |      | 5.6 |  |      |  | 4.9 |  |  |  | 5.5 |  |  |  | 6.1 | 
|                                                      
|Owned/ demise-hired under construction or on order     |  |                 |   |  |                           |  |   |      |  |  |     |  |  |      |   |  |      |  | 1  |      |  |  |     |  |  |      |    |  |      |  |    |  |  |  |    |  |  |  | 0.1 | 
|                                                      

|                                                             |  |                 |   |  |                           |  |   |      |  |  |      |  |  |      |   |  |      |  |   |      |  |  |      |  |  |      |     |  |      |  |     |  |  |  |     |  |  |  |     | 
|------------------------------------------------------------ |  | --------------- | - |  | ------------------------- |  | - | ---- |  |  | ---- |  |  | ---- | - |  | ---- |  | - | ---- |  |  | ---- |  |  | ---- | --- |  | ---- |  | --- |  |  |  | --- |  |  |  | --- | 
|                                                             |  |                 |   | 
|Gas carriersa(at December 31)                                |  | number of ships |   |  | million deadweight tonnes | 
|                                                            
|                                                             | 
|                                                             |  | 2002            |   |  | 2001                      |  |   | 2000 |  |  | 1999 |  |  | 1998 |   |  | 2002 |  |   | 2001 |  |  | 2000 |  |  | 1999 |     |  | 1998 | 
|                                                            
|                                                             | 
|Owned/ demise-hired (LNG)                                    |  |                 | 4 |  |                           |  | 2 |      |  |  |     |  |  |      |  |  |      |  |  |      |  |  | 522  |  |  |      | 253 |  |      |  |    |  |  |  |    |  |  |  |    | 
|Time-chartered (LNG)                                         |  |                 |  |  |                           |  |  |      |  |  | 2    |  |  |      | 2 |  |      |  | 2 |      |  |  |     |  |  |      |    |  |      |  | 253 |  |  |  | 253 |  |  |  | 253 | 
|Owned/ demise-hired (LPG)                                    |  |                 | 1 |  |                           |  | 1 |      |  |  | 1    |  |  |      | 1 |  |      |  | 2 |      |  |  | 59   |  |  |      | 59  |  |      |  | 59  |  |  |  | 59  |  |  |  | 118 | 
|Time-chartered (LPG)                                         |  |                 | 3 |  |                           |  | 2 |      |  |  | 2    |  |  |      | 2 |  |      |  | 4 |      |  |  | 145  |  |  |      | 113 |  |      |  | 155 |  |  |  | 157 |  |  |  | 317 | 
|                                                            
|Total gas carriers                                           |  |                 | 8 |  |                           |  | 5 |      |  |  | 5    |  |  |      | 5 |  |      |  | 8 |      |  |  | 726  |  |  |      | 425 |  |      |  | 467 |  |  |  | 469 |  |  |  | 688 | 
|                                                            
|Owned/ demise-hired under construction or on
    order (LNG) |  |                 | 2 |  |                           |  | 4 |      |  |  |     |  |  |      |  |  |      |  |  |      |  |  | 277  |  |  |      | 556 |  |      |  |    |  |  |  |    |  |  |  |    | 
|                                                            



|  |                                                           
|- | ----------------------------------------------------------
|a | Excluding ships of less than 10,000 deadweight
    tonnes.






|  |          
|- | ---------
|4 | Chemicals

Unless otherwise noted, the information contained
in this section is as at or for the year ended December 31,
2002, as applicable.

Our Chemicals business produces and sells
petrochemicals including polyolefins to industrial customers
globally. Chemicals products are widely used in plastics,
coatings and detergents, which in turn are used in products such
as fibres and textiles, thermal and electrical insulation,
medical equipment and sterile supplies, computers, lighter and
more efficient vehicles, paints and biodegradable detergents.

The long-term Chemicals portfolio consists of
eight product business areas and four stand-alone companies or
ventures  Basell, CRI International, Infineum, and Saudi
Petrochemical Company.

Basell, a 50:50 joint venture between Group
companies and BASF, is a global polyolefins company with
customers in more than 120 countries and manufacturing
facilities in 18 countries. CRI International Group is a
major player in the refinery, petrochemical and environmental
catalyst markets. It is a wholly owned Group subsidiary and is
participating in three 50:50 joint ventures. Infineum, a 50:50
joint venture between Group companies and ExxonMobil with
manufacturing locations in 12 countries, formulates,
manufactures and markets high-quality fuel, lubricant and
specialty additives and components.

In November 2002, the final investment decision
was taken to proceed with the construction of the
$4.3 billion Nanhai petrochemicals complex in southern
China.

At December 31, 2002, Group companies had
major interests in chemical manufacturing plants, as described
below and on the following pages.



Royal Dutch/Shell Group of Companies 
Business and Property 29




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                       |  |           |        |  |      |  |        |      |  |  |        |  |  |      |        |  |  |  |        | 
|-------------------------------------- |  | --------- | ------ |  | ---- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  |  |  | ------ | 
|                                       |  |          
|Sales                                  |  | $ million |       
|                                      
|                                       | 
|Net proceeds by main product categorya |  | 2002      |        |  | 2001 |  |        | 2000 |  |  | 1999   |  |  | 1998 |       
|                                      
|                                       | 
|Base and Intermediates                 |  |           | 5,689  |  |      |  | 5,376  |      |  |  | 5,822  |  |  |      | 4,285  |  |  |  | 4,124  | 
|Performance products                   |  |           | 3,634  |  |      |  | 3,032  |      |  |  | 6,000  |  |  |      | 5,962  |  |  |  | 5,479  | 
|Differentiated products                |  |           | 922    |  |      |  | 670    |      |  |  | 1,649  |  |  |      | 1,617  |  |  |  | 2,127  | 
|Other                                  |  |           | 1,245  |  |      |  | 1,538  |      |  |  | 1,734  |  |  |      | 1,022  |  |  |  | 542    | 
|                                      
|                                       |  |           | 11,490 |  |      |  | 10,616 |      |  |  | 15,205 |  |  |      | 12,886 |  |  |  | 12,272 | 
|                                      

|                                   |  |           |        |  |      |  |        |      |  |  |        |  |  |      |        |  |  |  |        | 
|---------------------------------- |  | --------- | ------ |  | ---- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  |  |  | ------ | 
|                                   |  |          
|Net proceeds by geographical areaa |  | $ million |       
|                                  
|                                   | 
|                                   |  | 2002      |        |  | 2001 |  |        | 2000 |  |  | 1999   |  |  | 1998 |       
|                                  
|                                   | 
|Europe                             |  |           | 4,086  |  |      |  | 3,721  |      |  |  | 5,657  |  |  |      | 5,365  |  |  |  | 5,381  | 
|Other Eastern Hemisphere           |  |           | 2,192  |  |      |  | 1,659  |      |  |  | 1,921  |  |  |      | 1,621  |  |  |  | 1,324  | 
|USA                                |  |           | 4,710  |  |      |  | 4,950  |      |  |  | 7,095  |  |  |      | 5,327  |  |  |  | 4,991  | 
|Other Western Hemisphere           |  |           | 502    |  |      |  | 286    |      |  |  | 532    |  |  |      | 573    |  |  |  | 576    | 
|                                  
|                                   |  |           | 11,490 |  |      |  | 10,616 |      |  |  | 15,205 |  |  |      | 12,886 |  |  |  | 12,272 | 
|                                  

|                                        |  |                 |        |  |      |  |        |      |  |  |        |  |  |      |        |  |  |  |        | 
|--------------------------------------- |  | --------------- | ------ |  | ---- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  |  |  | ------ | 
|                                        |  |                
|Sales volumes by main product categoryb |  | thousand tonnes |       
|                                       
|                                       
|                                        |  | 2002            |        |  | 2001 |  |        | 2000 |  |  | 1999   |  |  | 1998 |       
|                                       
|                                       
|Base and Intermediates                  |  |                 | 13,658 |  |      |  | 13,143 |      |  |  | 11,606 |  |  |      | 11,358 |  |  |  | 10,910 | 
|Performance products                    |  |                 | 5,444  |  |      |  | 4,442  |      |  |  | 7,562  |  |  |      | 8,282  |  |  |  | 6,880  | 
|Differentiated products                 |  |                 | 2,290  |  |      |  | 1,293  |      |  |  | 1,120  |  |  |      | 1,266  |  |  |  | 2,194  | 
|                                       

|                                                 |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                                                
|Ethylene capacitycGroup and associated companies
|                                                
|                                                
|                                                 |  | 2002 |       |  | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                                                
|                                                
|Nominal capacity (thousand tonnes/year)          |  |      | 6,231 |  |      |  | 5,808 |      |  |  | 5,438 |  |  |      | 5,307 |  |  |  | 5,259 | 
|Utilisation (%)                                  |  |      | 92    |  |      |  | 86    |      |  |  | 94    |  |  |      | 94    |  |  |  | 88    | 
|                                                



|  |                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------
|a | Excluding proceeds from chemical trading activity.                                                                                   
| 
|b | Excluding volumes from chemical trading activity.                                                                                    
| 
|c | Data includes the ethylene complex at Mossmorran,
    UK, in which a Group company has 50% offtake rights but no
    equity interest.

Europe

BelgiumCRI Catalyst
Co Belgium N.V. manufactures catalysts at plants in Ghent.
Bayer-Shell Isocyanates N.V., a 50:50 joint venture, produces
toluene diisocyanate (TDI) and diphenyl methane diisocyanate
(MDI) in Antwerp. All of the TDI production is allocated to the
Group. During December 2002, Belgian Shell disposed of its 50%
stake in North Sea Petrochemicals.

FranceAt Berre
LEtang, Shell Pétrochimie Méditerranée
(Group interest 100%) manufactures aromatics, butadiene,
solvents, diisobutylene (DIB) and some fine Chemicals
(cyclo-octadiene/ cyclo-dodecatriene). It operates polypropylene
and polyethylene plants on behalf of Basell and a cracker on
behalf of a 50:50 Shell Pétrochimie
Méditerranée-Basell joint venture. It also operates
additives plants on behalf of Infineum and several polymer units
on behalf of third party companies. Basell also manufactures
low-density polyethylene at Fos. The Basell polyethylene plant
started at the beginning of 2001.

GermanyAt Godorf,
Shell DEA Oil GmbH, (SDO) (Group interest 100% since July 2002)
manufactures benzene and toluene. Ex DEA plants also operated by
SDO are: Wesseling (benzene and ethylene); Heide (benzene and
ethylene); Karlsruhe, SDO 32.25% (propylene and MTBE); Schwedt,
SDO 37.5% (propylene, benzene, toluene and xylene).

NetherlandsShell
Nederland Chemie B.V. (SNC) (Group interest 100%) manufactures
solvents, MTBE, brake fluids, glycolethers and urethanes
(polyols) at Pernis, and lower olefins, benzene, ethyl benzene,
ethylene oxide, styrene and propylene oxide at Moerdijk. At
Pernis, SNC operates a polypropylene plant owned by Basell. At
Moerdijk, SNC operates a styrene monomer and propylene oxide
(SM/PO) plant, which is owned by Ellba CV, a 50:50 joint venture
between the Group and BASF.

In late 2001, Shell Nederland Chemie brought a
100,000 tonne per year propylene oxide glycol ether plant on
stream at Pernis, the Netherlands. The plant makes propylene
glycol monomethyl ether, dipropylene glycol monomethyl ether,
and propylene glycol monoethyl ether, some of which is
esterified to form acetates. It adjoins a multipurpose plant in
Pernis, which is producing 65,000 tonnes per year of ethylene
oxide glycol ethers and brake fluids. The unit is connected by
pipeline to cost-competitive propylene oxide supplies from
Ellbas existing styrene monomer and propylene oxide
operations in Moerdijk. Demand for propylene oxide glycol ethers
as high-performance solvents is increasing worldwide in order to
meet environmental quality legislation.



30 Royal
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In November 2002, a new 500,000 tonnes per year
benzene extraction unit came on stream one month ahead of
schedule in Moerdijk. The unit will take benzene-rich streams
from SNCs Moerdijk cracker and other Group European
locations and the output will be used for styrene monomer/
propylene oxide production on the same site.

Using the Groups SMPO process, Ellba
produces simultaneously styrene monomer, of which the vast
majority is used in polystyrene production, and propylene oxide,
a chemical building block in a series of products, from
industrial foams to surfactants, solvents, additives and
lubricants.

As part of the ongoing drive to streamline
chemicals operations a new supply and marketing company, Shell
Chemicals Europe B.V., was established in the Netherlands. It
started operations during November 2002. The new company is
responsible for all chemicals sales contracts, supply chain
management, and procurement of feedstocks and process chemicals
across Western Europe. The primary contacts for customers and
suppliers have remained unchanged.

The new structure is designed to improve speed
and efficiency and overall ease of doing business for customers
and suppliers, both today and in the future with new e-business
systems. It is an important milestone in Chemicals drive
to simplify and streamline business processes and in making it
easy to do business with Shell chemicals companies. The move
builds on the steps already taken by Shell chemicals companies
to operate on a regional and global basis and also ensures that
they are well positioned to respond to European harmonisation.

United KingdomShell
U.K. Limited on behalf of Shell Chemicals UK Limited (both Group
interest 100%) operates plants at Stanlow, where base chemicals,
detergents and intermediates, and industrial chemicals are
produced. Basell produces polypropylene and low-density
polyethylene at Carrington. Derivatives from ethylene oxide and
propylene oxide are also manufactured at Carrington on behalf of
Shell Chemicals UK. On the former ICI site at Wilton, Shell
Chemicals UK has rights to an ethylene oxide supply and owns an
ethoxylation unit. At Fife in Scotland, ExxonMobil operates an
ethylene plant in which Shell Chemicals UK has an investment in
a processing rights agreement entitling it to 50% of the output.

Other Eastern Hemisphere

AustraliaBasell
produces polypropylene at plants in Clyde and Geelong, and
operates a propylene splitting unit at Clyde.

ChinaOn
December 28, 2000, Chinese authorities granted a business
licence to the newly formed joint venture CNOOC and Shell
Petrochemicals Company Limited. This is a 50:50 joint venture
between Shell Nanhai BV (Group interest 100%) and CNOOC
Petrochemicals Investment Limited. A final investment decision
was made by the venture partners in November 2002 to proceed
with the joint venture plans to construct a petrochemicals
complex in the Huizhou municipality of the Guangdong province.
Its major products would include ethylene and propylene; styrene
monomer/ propylene oxide; mono-ethylene glycol; polypropylene;
high-density polyethylene; low-density polyethylene; and
butadiene. Construction is in process with the plant scheduled
to be completed in late 2005.

Saudi ArabiaThe
Saudi Petrochemical Company (SADAF), a 50:50 joint venture with
Saudi Basic Industries Corporation, owns a one million tonne a
year ethylene cracker and downstream plants capable of producing
3.6 million tonnes a year of crude industrial ethanol,
ethylene dichloride, caustic soda, styrene and methyl tertiary
butyl ether. The marketing arms of both partners handle local
and international marketing of SADAF products. The Groups
marketing effort is co-ordinated by Shell Trading (M.E.) Private
Limited (Group interest 100%) located in Dubai, United Arab
Emirates.

SingaporeGroup
companies own equity interests of 50% and 30% in two
Sumitomo-managed joint ventures, namely Petrochemical
Corporation of Singapore Private Limited (PCS) and The
Polyolefin Company (Singapore) Pte Limited (TPC) respectively.
PCS owns and operates two ethylene crackers with a total
capacity of one million tonnes a year of ethylene and 500,000
tonnes a year of propylene. In 2000, a condensate splitter unit,
owned 50:50 by PCS and the Group, but located in and operated by
the Groups refinery on Pulau Bukom, was started up. This
splitter supplies half of PCSs feedstock requirements.
Group companies also own 70% of Ethylene Glycols (Singapore) Pte
Ltd and 100% of Seraya Chemicals Singapore (Pte) Ltd, which own
and operate an ethylene oxide/ glycols plant and a styrene
monomer/ propylene oxide (SMPO) plant respectively. A new
world-scale SMPO plant started operations in mid 2002 on a 50:50
basis with BASF, on the Seraya site. Mitsubishi Chemical
Corporation has acquired capacity rights for up to 380,000
tonnes of styrene monomer with regard to the existing and new
SMPO plants.

USA

Shell Chemical LP (Group interest 99.1%) has
manufacturing facilities located at Mobile, Alabama; Martinez,
California; St. Rose, Geismar and Norco, Louisiana; and Deer
Park, Texas. Manufactured chemical products include lower
olefins, aromatics/ phenol, solvents, ethylene oxide/ glycol,
higher olefins and their derivatives, propanediol (PDO), styrene
monomer-propylene, additives and



Royal Dutch/Shell Group of Companies 
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---



catalysts. These chemical products are used in
many consumer and industrial products and processes and are sold
primarily to industrial markets in the United States.


In 2002 Shell Chemical LP completed a major
expansion project at its Geismar, Louisiana facility, securing
its position as an integrated global producer of higher olefins,
alcohols and ethoxylates. This expansion significantly increased
current production capability for higher olefins and detergent
alcohols. The new linear alpha olefin unit that uses the SHOP
process (Shell Higher Olefins Process) has a capacity to produce
320,000 tonnes per year, bringing the Groups total higher
olefins capacity to 1,250,000 tonnes per year. Linear alpha
olefins are used to make products such as linear low-density
polyethylene, high-performance synthetic lubricants,
biodegradable detergents, and environmentally compliant oilfield
drilling fluids.

In addition, a debottlenecking project has
expanded Geismars capacity to produce NEODOL detergent
alcohols and LINEVOL plasticiser alcohols by about 150,000
tonnes per year. NEODOL alcohols are used primarily to produce
biodegradable surfactants for use in household detergents.

Sabina Petrochemicals, a joint venture (Group
interest 62%) between Shell Chemicals, BASF Corporation and
ATOFINA Petrochemicals, Inc., a division of Totalfinaelf SA,
continues with the construction of a world-scale integrated
butadiene complex (including a world-scale butadiene extraction
unit, indirect alkylation unit, pipelines, and other offsite
facilities) in Port Arthur, Texas. Planned for start up in early
2004, the butadiene extraction facility will have a production
capacity of 400,000 tonnes a year and will meet the growing
needs of customers in the areas butadiene triangle,
including many tyre manufacturers. With this expansion, the
Group is bringing production close to the largest concentration
of butadiene consumers in the world.

A cracker in Deer Park is also being expanded
through a major debottleneck project. The additional capacity of
approximately 540,000 tonnes of ethylene a year is planned to
come on stream in late 2003. When completed, the world-scale
Deer Park facility is expected to produce about 1.3 million
tonnes of ethylene a year. A major part of the Deer Park output
will feed the above-mentioned higher olefins and detergent
development project at Geismar and the butadiene joint venture
at Port Arthur. Chemicals is planning to connect these
developments by pipelines with Deer Park.

In addition, Basell operates polyolefin plants in
Bayport, Texas; Jackson, Tennessee; and Lake Charles, Louisiana.
Infineum has manufacturing facilities in Argo, Illinois;
Baytown, Texas; Bayway, New Jersey; and Belpre, Ohio. CRIs
catalyst manufacturing locations are at Martinez, Pittsburgh and
Azusa, in California; Lafayette, Louisiana; Michigan City,
Indiana; and Willow Island, West Virginia.

Other Western Hemisphere

Puerto RicoShell
Chemical Yabucoa Inc owns and operates a 77,000-barrels a day
refinery producing feedstock for Shells Deer Park, TX and
Norco, LA chemical plants. The facility also produces gasoline,
diesel, jet fuel and residual fuels, which are primarily being
used in Puerto Rico. This refinery was acquired in 2001 from
Puerto Rico Sun Oil Company, LLC.

CanadaShell
Chemicals Canada Limited (Group interest 100%) produces styrene,
isopropyl alcohol, and ethylene glycol, and markets a broad
range of petrochemicals. Manufacturing locations are at
Scotford, Alberta, and Sarnia, Ontario. Basell owns and operates
a polypropylene unit both at Varennes, Quebec, and at Sarnia.
Basell also operates the isopropyl alcohol plant at Sarnia on
behalf of Shell Chemicals Canada Ltd.

In 2002, a joint venture contract was signed with
SGF Chimie, a subsidiary of the Société
Générale de Financement du Québec, to form a
50:50 joint venture that plans to build and operate the first
world-scale polytrimethylene terephthalate (PTT) plant near
Montreal. The 95,000 tonnes per year plant is expected to start
production at the end of 2003. The Group markets PTT under the
trademark CORTERRA Polymers, with their main use in carpet
and textile fibres.




5   Renewables

Unless otherwise noted, the information contained
in this section is as at or for the year ended December 31,
2002, as applicable.

Group companies also seek opportunities in other
businesses aimed at enhancing longer-term prospects for growth
and profitability. Shell Renewables is developing the
Groups options in renewable energy, focusing on two
principle areas  solar and wind energy. The business
manufactures and markets solar energy systems, and develops and
operates wind parks.

Shell Solar moved into the top five global
players with the acquisition of Siemens Solar in April 2002. The
company manufactures solar photovoltaic products in Europe, the
US and Asia. Sales operations based in over 90 countries around
the world provide customers with solar solutions to their energy
requirements working through a network of distributors, dealers
and Shell owned outlets. The main customer segments for the
Shell Solar business are grid connected, industrial, rural and
consumer markets. Shell WindEnergy is focusing on developing and
operating wind farms and selling green electricity, building on
its strengths in project



32 Royal
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management, financing and engineering design.
Business development activity is concentrated in Europe and
North America. In 2002 the company brought on stream two wind
parks in California  Cabazon and White Water Hill
 bringing the overall portfolio to 240MW.





6   Other Activities

For information on Shell Consumer and Shell
Hydrogen see page 54.






|  |         
|- | --------
|7 | Research

Unless otherwise noted, the information contained
in this section is as at or for the year ended December 31,
2002, as applicable.

Group research and development (R&D)
programmes are carried out through a worldwide network of
laboratories, with major efforts concentrated in the
Netherlands, UK and USA; other laboratories are located in
Belgium, Canada, France, Germany, Japan and Singapore. Group
companies R&D expenses (including depreciation) for
the years 1998 to 2002 are set out below:

|                                     |  |           |     |  |      |  |     |      |  |  |      |  |  |      |     |  |  |  |     | 
|------------------------------------ |  | --------- | --- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|                                     |  |          
|Research and development expenditure |  | $ million |    
|                                    
|                                     | 
|                                     |  | 2002      |     |  | 2001 |  |     | 2000 |  |  | 1999 |  |  | 1998 |    
|                                    
|                                     | 
|Total (including depreciation)       |  |           | 472 |  |      |  | 387 |      |  |  | 389  |  |  |      | 505 |  |  |  | 799 | 
|                                    

Exploration and Production

Shells R&D division is responsible for
the research, development and application of integrated
technology solutions for Group operating assets around the
world. The divisions primary business objectives are:
select, develop and implement technologies that enable the Group
operating assets to successfully discover and produce greater
levels of hydrocarbons; achieve continual improvement of cost
efficiency, increase operational safety and reduce environmental
impact.


In-house capabilities are used in the research,
development and application of proprietary E&P technologies
in conjunction with service industry or academic capabilities
where applicable.

Primary technology focus areas of the division
are: enhanced sub-surface imaging, complex reservoir performance
modelling, enhanced well construction, and smaller, more
efficient production facilities both onshore and offshore
including subsea.

Gas & Power

The focus of R&D has been on cost leadership
and the creation of viable business opportunities through
maintaining Shells competitive position in liquefied
natural gas (LNG) technology, particularly LNG processing,
safety, transport and storage. Recently the Floating LNG (FLNG)
concept has been added to Shell technology portfolio. The
concept benefits mainly from the elimination of a long pipeline
needed to deliver feed gas to shore-based plants in the
commercialisation of remote gas reserves. The Group is further
developing its leading position in Gas to Liquids (GTL)
conversion through R&D programmes aimed at improving
catalysts and process technology to further reduce capital costs
and improve process efficiency. GTL product development is also
an important focus of work. Group companies have a high
international reputation in matters of safety and the
environment, and are leading participants in the setting of
safety standards for gas operations. Furthermore R&D efforts
are focused on maintaining a leading edge with regard to
sustainable development across the Gas & Power technology
portfolio.


Oil Products

R&D programmes continue to emphasise the
improvement of key products and their applications and the
further advancement of process technologies including related
technical services that provide Group companies with a
competitive advantage. For the fuels business, top tier
differentiated fuels have been launched in more than 40
countries. Further effort was focused on the cost effective
formulation of new products and cost reduction in current
formulations. Product stewardship considerations, particularly
those related to health and the environment, continue to be
given high priority in all areas.


Key drivers in process research have been the
need to achieve best-in-class performance in terms of
reliability and availability, supply chain optimisation, cost
reduction and further reduction in energy consumption and
CO2 emissions. Catalyst development has contributed
to increased margin generation. Environmentally focused
programmes provide solutions ranging from soil remediation
techniques to explosion hazard assessments.

A strategic programme aimed at developing
break-through options in sustainable energy and sustainable
mobility is pursued, covering new routes from biomass to
bio-fuels and a new approach to CO2 sequestration by
mineralisation. The further development of the catalytic partial
oxidation technology continues to be followed up commercially
with the shorter-term focus on stationary applications.



Royal Dutch/Shell Group of Companies 
Business and Property 33




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##### Table of Contents





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20-F/A (Amendment No. 1) 2002




---



Chemicals

R&D and other technical services continue to
improve key products and technologies that provide Shell
Chemicals with sustainable leadership positions in selected
products. Improvements in manufacturing processes 
achieved by means of increased feedstock flexibility, product
yield, energy efficiency or plant throughput  are
leading to lower production costs at existing facilities.
Process intensification and manufacturing integration is
resulting in lower unit investment costs. Market positions are
being enhanced through the introduction of new product concepts,
close technical links with important industrial customers, and
the full integration of R&D into the business.





F   PERSONNEL

|                                       |  |           |     |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |     | 
|-------------------------------------- |  | --------- | --- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  |  |  | --- | 
|                                       |  |          
|Employees by segment(average numbers)a |  | thousands |    
|                                      
|                                       | 
|                                       |  | 2002      |     |  | 2001 |  |    | 2000 |  |  | 1999 |  |  | 1998 |   
|                                      
|                                       | 
|Exploration and Production             |  |           | 17  |  |      |  | 14 |      |  |  | 13   |  |  |      | 14 |  |  |  | 16  | 
|Gas & Power                            |  |           | 2   |  |      |  | 2  |      |  |  | 2    |  |  |      | 1  |  |  |  | 1   | 
|Oil Products                           |  |           | 75  |  |      |  | 58 |      |  |  | 58   |  |  |      | 57 |  |  |  | 58  | 
|Chemicals                              |  |           | 9   |  |      |  | 9  |      |  |  | 14   |  |  |      | 18 |  |  |  | 20  | 
|Corporate and Other                    |  |           | 8   |  |      |  | 7  |      |  |  | 8    |  |  |      | 9  |  |  |  | 7   | 
|                                      
|                                       |  |           | 111 |  |      |  | 90 |      |  |  | 95   |  |  |      | 99 |  |  |  | 102 | 
|                                      

|                                                 |  |           |     |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |     | 
|------------------------------------------------ |  | --------- | --- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  |  |  | --- | 
|                                                 |  |          
|Employees by geographical area(average numbers)a |  | thousands |    
|                                                
|                                                 | 
|                                                 |  | 2002      |     |  | 2001 |  |    | 2000 |  |  | 1999 |  |  | 1998 |   
|                                                
|                                                 | 
|Europe                                           |  |           |     |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |     | 
|Netherlands                                      |  |           | 11  |  |      |  | 10 |      |  |  | 10   |  |  |      | 9  |  |  |  | 9   | 
|UK                                               |  |           | 9   |  |      |  | 10 |      |  |  | 10   |  |  |      | 11 |  |  |  | 12  | 
|Others                                           |  |           | 26  |  |      |  | 18 |      |  |  | 21   |  |  |      | 22 |  |  |  | 20  | 
|                                                
|                                                 |  |           | 46  |  |      |  | 38 |      |  |  | 41   |  |  |      | 42 |  |  |  | 41  | 
|Other Eastern Hemisphere                         |  |           | 27  |  |      |  | 24 |      |  |  | 24   |  |  |      | 25 |  |  |  | 27  | 
|USA                                              |  |           | 23  |  |      |  | 12 |      |  |  | 14   |  |  |      | 15 |  |  |  | 17  | 
|Other Western Hemisphere                         |  |           | 15  |  |      |  | 16 |      |  |  | 16   |  |  |      | 17 |  |  |  | 17  | 
|                                                
|                                                 |  |           | 111 |  |      |  | 90 |      |  |  | 95   |  |  |      | 99 |  |  |  | 102 | 
|                                                

|                                      |  |           |     |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |     | 
|------------------------------------- |  | --------- | --- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  |  |  | --- | 
|                                      |  |          
|Employees by segment(at December 31)a |  | thousands |    
|                                     
|                                      | 
|                                      |  | 2002      |     |  | 2001 |  |    | 2000 |  |  | 1999 |  |  | 1998 |   
|                                     
|                                      | 
|Exploration and Production            |  |           | 17  |  |      |  | 15 |      |  |  | 13   |  |  |      | 13 |  |  |  | 15  | 
|Gas & Power                           |  |           | 2   |  |      |  | 2  |      |  |  | 2    |  |  |      | 1  |  |  |  | 1   | 
|Oil Products                          |  |           | 80  |  |      |  | 58 |      |  |  | 58   |  |  |      | 56 |  |  |  | 58  | 
|Chemicals                             |  |           | 9   |  |      |  | 9  |      |  |  | 10   |  |  |      | 17 |  |  |  | 20  | 
|Corporate and Other                   |  |           | 8   |  |      |  | 7  |      |  |  | 7    |  |  |      | 9  |  |  |  | 8   | 
|                                     
|                                      |  |           | 116 |  |      |  | 91 |      |  |  | 90   |  |  |      | 96 |  |  |  | 102 | 
|                                     

|                                 |  |           |       |   |      |  |       |      |  |  |       |   |  |      |       |   |  |  |       | 
|-------------------------------- |  | --------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | - |  | ---- | ----- | - |  |  | ----- | 
|                                 |  |          
|Employee emoluments              |  | $ million |      
|                                
|                                 | 
|                                 |  | 2002      |       |   | 2001 |  |       | 2000 |  |  | 1999  |   |  | 1998 |      
|                                
|                                 | 
|Remuneration                     |  |           | 6,096 |   |      |  | 4,651 |      |  |  | 4,560 |   |  |      | 4,980 |   |  |  | 5,260 | 
|Social law taxes                 |  |           | 518   |   |      |  | 395   |      |  |  | 390   |   |  |      | 467   |   |  |  | 476   | 
|Pensions and similar obligations |  |           | (201  | ) |      |  | (580  | )    |  |  | (577  | ) |  |      | (10   | ) |  |  | 245   | 
|                                
|                                 |  |           | 6,413 |   |      |  | 4,466 |      |  |  | 4,373 |   |  |      | 5,437 |   |  |  | 5,981 | 
|                                



|  |                                                                                                                                                                                                                                             | 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Excludes employees of associated companies such
    as those in Brunei, Germany, Oman and USA. Includes 50% of the
    employees of Shell Expro in the UK and of NAM in the Netherlands
    and 30% of Shell Petroleum Development Nigeria. | 



34 Royal
Dutch/Shell Group of Companies  Business and Property




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Selected Financial Data




---






|                                              |  |                           |       |   |      |  |       |      |  |  |       |  |  |       |       |  |  |  |       | 
|--------------------------------------------- |  | ------------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- |  |  | ----- | ----- |  |  |  | ----- | 
|                                             
|Royal Dutch (Netherlands GAAP)                |  |                          
|(as restated)                                 |  | per 0.56 ordinary sharea |      
|                                             
|                                              | 
|                                              |  | 2002                      |       |   | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998b |      
|                                             
|                                              | 
|Net assets 
                                |  |                           | 17.90 |   |      |  | 19.82 |      |  |  | 18.92 |  |  |       | 15.91 |  |  |  | 13.47 | 
|Total assets 
                              |  |                           | 18.92 |   |      |  | 20.81 |      |  |  | 19.85 |  |  |       | 16.77 |  |  |  | 14.31 | 
|Basic earnings 
    c                       |  |                           | 2.97  |   |      |  | 3.32  |      |  |  | 3.94  |  |  |       | 2.27  |  |  |  | 0.12  | 
|Diluted earnings 
    c                     |  |                           | 2.97  |   |      |  | 3.32  |      |  |  | 3.94  |  |  |       | 2.27  |  |  |  | 0.12  | 
|Dividends declared 
                        |  |                           | 1.72  | d |      |  | 1.66  |      |  |  | 1.59  |  |  |       | 1.51  |  |  |  | 1.45  | 
|Dividends  equivalent payment in
    dollars |  |                           | 1.80  | e |      |  | 1.50  |      |  |  | 1.40  |  |  |       | 1.47  |  |  |  | 1.60  | 
|                                             



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Following the redenomination from guilders into
    euros in May 2002, the authorised share capital of Royal Dutch
    as set forth in its Articles of Association consists of
    3,198,800,000 ordinary shares, par value
    0.56 each, and
    1,500 priority shares, par value
    448 each. The
    number of ordinary shares and priority shares issued and paid up
    at the end of 2000, 1999 and 1998 were 2,144,296,352 ordinary
    shares and 1,500 priority shares, at the end of 2001 were
    2,126,647,800 ordinary shares and 1,500 priority shares, and at
    the end of 2002 were 2,099,285,000 ordinary shares and 1,500
    priority shares. The issued and paid-up share capital at the end
    of 2000, 1999 and 1998 was
    1,216,979,748b,
    at the end of 2001 was
    1,206,969,043b
    and at the end of 2002 was
    1,176,271,600.
| 
|b | The euro figures are translated from the guilder
    amounts at the fixed conversion rate of 2.20371.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
|c | The basic earnings per share amounts shown are
    related to profit after taxation and after deducting the 4%
    cumulative preference dividend on priority shares. The 2002
    calculation uses a weighted-average number of shares of
    2,057,657,737 (2001: 2,095,731,261; 2000: 2,128,592,305; 1999:
    2,132,712,920; 1998: 2,139,076,447). The basic earnings per
    share number has been restated to exclude shares held by Group
    companies for stock options and other incentive compensation
    plans (see Note 22 to the Group Financial Statements). For
    the purpose of the calculation, shares repurchased under the
    buyback programme are deemed to have been cancelled on purchase
    date.                                                                                                                                             



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The diluted earnings per share are based on the
    same profit figures. For this calculation, weighted-average
    number of shares is increased by 442,580 for 2002 (2001:
    1,124,897; 2000: 1,394,975; 1999: 987,827; 1998: 1,051,045).
    These numbers relate to stock options schemes as mentioned above.



|  |                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|d | Figure includes proposed final dividend of
    1.00 per
    0.56 ordinary
    share, which was finalised by the General Meeting of
    Shareholders held on April 23, 2003.
| 
|e | The 2002 final dividend in dollars was determined
    by the dollar/euro exchange rate ruling on April 28, 2003.                                                             

|                              |  |                         |       |   |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|----------------------------- |  | ----------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                              |  |                         |       |   |      | 
|Shell Transport               |  |                        
|(as restated)                 |  | per 25p Ordinary sharea |      
|                             
|                              | 
|                              |  | 2002                    |       |   | 2001 |  |       | 2000 |  |  | 1999  |  |  | 1998 |      
|                              |  |                         |       |   |      |  |       |      |  | 
|                             
|                              | 
|Net assets  pence            |  |                         | 168.9 |   |      |  | 175.2 |      |  |  | 168.6 |  |  |      | 143.4 |  |  |  | 136.0 | 
|Total assets  pence          |  |                         | 178.4 |   |      |  | 184.4 |      |  |  | 177.6 |  |  |      | 152.1 |  |  |  | 145.0 | 
|Adjusted basic                |  |                         |       |   |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|earnings (pro forma)  penceb |  |                         | 26.6  |   |      |  | 29.5  |      |  |  | 35.5  |  |  |      | 21.5  |  |  |  | 0.5   | 
|Adjusted diluted              |  |                         |       |   |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|earnings (pro forma)  penceb |  |                         | 26.6  |   |      |  | 29.5  |      |  |  | 35.4  |  |  |      | 21.4  |  |  |  | 0.5   | 
|Dividends declared  pence    |  |                         | 15.25 | c |      |  | 14.8  |      |  |  | 14.6  |  |  |      | 14.0  |  |  |  | 13.5  | 
|                             



|  |                                                                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | The authorised share capital of Shell Transport
    as set forth in its Memorandum of Association consists of
    £2,500,000,000 divided into 9,948,000,000 Ordinary shares
    of 25 pence each and 3,000,000 First Preference shares of
    £1 each and 10,000,000 Second Preference shares of
    £1 each.



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The number of issued and paid up Ordinary shares,
    First Preference shares and Second Preference shares of Shell
    Transport at the end of 1998-2002 inclusive was:

|                        |  |      |               |  |      |  |               |           |  |  |               | 
|----------------------- |  | ---- | ------------- |  | ---- |  | ------------- | --------- |  |  | ------------- | 
|                       
|Number of issued shares | 
|                        | 
|                        |  | 2002 |               |  | 2001 |  |               | 1998-2000 | 
|                        |  |      |               |  |      | 
|                       
|                        | 
|Ordinary share          |  |      | 9,667,500,000 |  |      |  | 9,748,625,000 |           |  |  | 9,943,509,726 | 
|First Preference        |  |      | 2,000,000     |  |      |  | 2,000,000     |           |  |  | 2,000,000     | 
|Second Preference       |  |      | 10,000,000    |  |      |  | 10,000,000    |           |  |  | 10,000,000    | 
|                       



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | The amount of issued and paid up share capital of
    Shell Transport at the end of 1998-2002 inclusive was:

|                             |  |      |               |  |      |  |               |           |  |  |               | 
|---------------------------- |  | ---- | ------------- |  | ---- |  | ------------- | --------- |  |  | ------------- | 
|                            
|Issued and paid up capital £ | 
|                             | 
|                             |  | 2002 |               |  | 2001 |  |               | 1998-2000 | 
|                             |  |      |               |  |      | 
|                            
|                             | 
|                             |  |      | 2,428,875,000 |  |      |  | 2,449,156,250 |           |  |  | 2,497,877,432 | 
|                            



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b | Adjusted earnings includes Shell Transports
    share of earnings retained by companies of the Royal Dutch/
    Shell Group. A reconciliation between this Adjusted earnings per
    share measure and Shell Transports earnings per share is
    provided on page S2. The basic earnings per share amounts
    shown are calculated after deducting 5.5% and 7% cumulative
    dividend on First and Second Preference shares respectively. The
    calculation uses a weighted-average number of shares of
    9,608,614,760 (2001: 9,758,574,437; 2000: 9,882,388,055; 1999:
    9,881,501,981; 1998: 9,889,663,639). The basic earnings per
    share calculation has been restated to exclude shares held by
    Group companies for share options and other incentive
    compensation plans (see Note 22 to the Group Financial
    Statements). The same earnings figure is used in the basic and
    diluted earnings per share calculation. For the diluted earnings
    per share calculation the weighted-average number of shares is
    increased by 4,661,292 for 2002 (2001: 12,602,362; 2000:
    17,170,048; 1999: 28,844,995; 1998: 30,523,532). These numbers
    relate to share option schemes as mentioned above.
| 
|c | Includes final dividend of 9.30p per 25p Ordinary
    share, which was approved at the Annual General Meeting of Shell
    Transport on April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|                                                              |  |                     |      |  |      |  |      |      |  |  |      |  |  |      |      |  |  |  |      | 
|------------------------------------------------------------- |  | ------------------- | ---- |  | ---- |  | ---- | ---- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- | 
|                                                              |  |                    
|Shell Transport                                               |  | per New York Sharea |     
|                                                             
|                                                              | 
|                                                              |  | 2002                |      |  | 2001 |  |      | 2000 |  |  | 1999 |  |  | 1998 |     
|                                                              |  |                     |      |  |      |  |      |      |  | 
|                                                             
|                                                              | 
|Dividends and tax credits 
    equivalent payment in dollars |  |                     | 1.44 |  |      |  | 1.29 |      |  |  | 1.24 |  |  |      | 1.31 |  |  |  | 1.33 | 
|                                                             



|  |                                                                                       
|- | --------------------------------------------------------------------------------------
|a | One New York Share or American Depositary Receipt
    (ADR) = six 25p Ordinary shares.

Under the provisions of the UK/USA Double
Taxation Conventions, US resident holders of American Depositary
Receipts (New York Shares) receive a tax credit (currently 10/90
of the net dividend) concurrently with their
dividend  less a deduction for UK withholding tax at
15% or the value of the tax credit, whichever is the lower. The
tax credit was 1/4 of the net dividend for dividends paid in
years prior to 1999. US portfolio shareholders are subject to
tax on the gross dividend (net dividend plus tax credit) with
credit for the UK withholding tax. The dividends paid in 1998
(1997 final and 1998 interim) were foreign income dividends and,
as such, carried no tax credit and were not subject to
withholding tax.

The payment of future dividends on shares of
Royal Dutch and Shell Transport will depend upon the
Groups earnings, financial condition (including its cash
needs), future earnings prospects and other factors. Additional
information on dividends is given under Royal Dutch Petroleum
Company  Articles of Association (page 69) and
The Shell Transport and Trading Company, Public Limited
Company  Memorandum and Articles of Association
(page 78).





35


Royal Dutch/ Shell Group of
Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Discussion and Analysis of Financial
Condition


and Results of Operations


Royal Dutch Petroleum Company (Netherlands GAAP)




---









Translated into euros, Royal Dutchs share
in the net income of the Royal Dutch/ Shell Group of Companies
for the years 2002, 2001 and 2000 respectively amounts to
6,093 million,
6,930 million
and
8,378 million.
The dividends distributed from Group companies to Royal Dutch
for the years 2002, 2001 and 2000 were respectively
3,317 million
(including dividends yet to be distributed),
6,148 million
and
5,694 million.
When interest income has been added and administrative expenses
deducted, after-tax net income for the year 2002 amounted to
6,108 million
compared with
6,947 million
for 2001 and
8,391 million
for 2000.

Royal Dutchs 60% interest in the Group net
assets, expressed in dollars, has been translated into a euro
amount at the year-end rate ($1=
0.9556 at
December 31, 2002). The amount thus obtained, which appears
in the Balance Sheet on page R2, should be regarded as a
reflection of the dollar value of Royal Dutchs interest in
the Groups assets and liabilities. Consequently, changes
in the dollar/euro rate lead to translation effects in the Royal
Dutch Financial Statements. The movements in the value of the
dollar, between $1=
1.1302 at
December 31, 2001 and $1=
0.9556 at
December 31, 2002, led to a negative translation effect of
6,226 million,
compared with a positive translation effect of
1,972 million
in 2001. These effects are dealt with separately from the
Translation effect arising from movements in dollar/euro
rate, as shown in Note 5 on pages R4 and R6. The
translation effects are dealt with in the Balance Sheet items
Investments in companies of the Royal Dutch/ Shell
Group and Investment reserves.

As further described in Note 2 to the Royal
Dutch Financial Statements, the Group Financial Statements have
been restated for all periods included in this
Amendment No. 1.

The final dividend for 2002 proposed by the
Supervisory Board and the Board of Management was
1.00 on each of
the ordinary shares of
0.56 outstanding
at December 31, 2002 (excluding the shares acquired and
held by the Company in its own capital). This proposal was
approved by the General Meeting of Shareholders held on
April 23, 2003, and payment of the final dividend resulted
in a total dividend for 2002 of
1.72 on each of
the said shares (compared with
1.66 and
1.59 per
ordinary share for the years 2001 and 2000, respectively).

The Discussion and Analysis of Financial
Condition and Results of Operations of the Royal Dutch/Shell
Group of Companies is an integral part of the Discussion and
Analysis of Financial Condition and Results of Operations for
Royal Dutch Petroleum Company.

Euro reporting

With effect from 1999 euro reporting has been
adopted instead of guilder reporting for the Financial
Statements of Royal Dutch. Comparative data previously reported
in guilders have been translated into euro amounts using the
fixed conversion rate of 2.20371 guilders per euro. However, the
Financial Statements of the Royal Dutch/ Shell Group of
Companies will continue to be stated in dollars.


Share buyback and cancellation of
shares

The General Meeting of Shareholders held on
May 16, 2002 adopted a proposal to reduce the
Companys issued share capital with
15,323,168 by
cancellation of 27,362,800 ordinary shares which the Company had
acquired between the General Meeting of May 17, 2001 and
the General Meeting held on May 16, 2002 under the share
buyback programme that took effect in February 2001. This
cancellation effectively took place on August 21, 2002.


The General Meeting of Shareholders further
renewed the authorisation of the Board of Management, with
effect from July 1, 2002, and for a period of 18 months,
for the acquisition by the Company, with due observance of the
statutory provisions and for its own account, of shares in its
capital up to a maximum of 10% of the issued capital. Such
shares can be acquired on the stock exchange or otherwise at a
price between an amount equal to the par value of the shares and
an amount equal to 110% of the opening price quoted for shares
of the Company at Euronext Amsterdam on the day of the
acquisition or, in absence of such a price, the last previous
price quoted there.

In 2002 Royal Dutch repurchased a total of
17,935,000 shares.

At the General Meeting of Shareholders held on
April 23, 2003, the shareholders voted to cancel the shares
acquired by Royal Dutch in the period between the General
Meetings in 2002 and 2003 and to renew the authorisation of the
Board of Management for the acquisition by Royal Dutch of its
own shares for a period of 18 months with effect from
July 1, 2003.

Since the beginning of the programme until
March 3, 2003 a total number of 60,796,352 ordinary shares
has been acquired by Royal Dutch, of which so far 45,011,352
shares have been cancelled.

Since December 31, 2002 Royal Dutch has not
purchased any shares on the market as at March 3, 2003.



36 Discussion
and Analysis of Financial Condition and Results of Operations




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



The Shell Transport and Trading
Company, Public Limited Company




---






Shell Transports earnings for the year 2002
amounted to £2,560.3 million
(£2,877.0 million in 2001; £3,507.0 million
in 2000). The amount available for distribution (inclusive of
distributions from companies of the Royal Dutch/ Shell Group)
was £1,404.0 million in 2002
(£2,547.3 million in 2001; £2,308.3 million
in 2000).

Shell Transports net assets at
December 31, 2002 were £16,138.0 million, in
comparison with £16,936.9 million at the end of 2001.
Of these two amounts, £15,696.4 million and
£16,054.7 million respectively represented Shell
Transports share in the net assets of companies of the
Royal Dutch/ Shell Group.

As further described in Note 2 to the Shell
Transport Financial Statements, the Group Financial Statements
have been restated for all periods included in this Amendment
No. 1.

A final dividend of 9.3p per 25p Ordinary share
has been declared for 2002. This was approved at the Annual
General Meeting held on April 23, 2003 resulting in payment
of dividends totalling 15.25p per 25p Ordinary share in respect
of 2002, in comparison with dividends paid of 14.8p and 14.6p
for 2001 and 2000, respectively.

Share buyback

Since December 31, 2002 Shell Transport had,
under the Share buyback programme, purchased no Ordinary shares
on the market as at March 3, 2003. Shares purchased under
the buyback programme will be cancelled and will not rank for
dividends, but any shares purchased on or after April 2,
2003 will be entitled to the dividend payable on May 6,
2003.




Discussion and Analysis of Financial Condition
and Results of Operations      37




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Royal Dutch/ Shell Group of Companies




---






Summarised Financial Data (US GAAP)

(as restated)a


|                                              |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|--------------------------------------------- |  | --------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | - |  | ---- | ------- | - |  |  | ------- | -
|                                              |  |          
|Income data                                   |  | $ million |        
|                                             
|                                              | 
|                                              |  | 2002      |         |   | 2001 |  |         | 2000 |  |  | 1999    |   |  | 1998 |        
|                                             
|                                              | 
|Sales proceeds                                |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|Oil and gas                                   |  |           | 220,056 |   |      |  | 162,845 |      |  |  | 175,279 |   |  |      | 135,472 |   |  |  | 124,712 |  
|Chemicals                                     |  |           | 14,659  |   |      |  | 13,767  |      |  |  | 15,658  |   |  |      | 13,408  |   |  |  | 12,795  |  
|Other                                         |  |           | 767     |   |      |  | 589     |      |  |  | 481     |   |  |      | 826     |   |  |  | 767     |  
|                                             
|Gross proceeds                                |  |           | 235,482 |   |      |  | 177,201 |      |  |  | 191,418 |   |  |      | 149,706 |   |  |  | 138,274 |  
|Sales taxes, excise duties and similar levies |  |           | 56,167  |   |      |  | 42,070  |      |  |  | 42,365  |   |  |      | 44,340  |   |  |  | 44,582  |  
|                                             
|Net proceeds                                  |  |           | 179,315 |   |      |  | 135,131 |      |  |  | 149,053 |   |  |      | 105,366 |   |  |  | 93,692  |  
|                                             
|Earnings by industry segment                  |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|Exploration and Production                    |  |           | 6,796   |   |      |  | 7,963   |      |  |  | 9,931   |   |  |      | 4,749   |   |  |  | (86     | )
|Gas & Power                                   |  |           | 774     |   |      |  | 1,226   |      |  |  | 112     |   |  |      | 398     |   |  |  | (155    | )
|Oil Products                                  |  |           | 2,627   |   |      |  | 1,970   |      |  |  | 2,681   |   |  |      | 3,587   |   |  |  | 1,909   |  
|Chemicals                                     |  |           | 565     |   |      |  | 127     |      |  |  | 1,033   |   |  |      | 1,148   |   |  |  | (580    | )
|Other industry segments                       |  |           | (110    | ) |      |  | (287    | )    |  |  | (12     | ) |  |      | (28     | ) |  |  | (46     | )
|                                             
|Total operating segments                      |  |           | 10,652  |   |      |  | 10,999  |      |  |  | 13,745  |   |  |      | 9,854   |   |  |  | 1,042   |  
|Corporate                                     |  |           | (751    | ) |      |  | (320    | )    |  |  | (825    | ) |  |      | (538    | ) |  |  | (810    | )
|Minority interests                            |  |           | (179    | ) |      |  | (329    | )    |  |  | (54     | ) |  |      | (265    | ) |  |  | (129    | )
|                                             
|Net income                                    |  |           | 9,722   |   |      |  | 10,350  |      |  |  | 12,866  |   |  |      | 9,051   |   |  |  | 103     |  
|                                             

|                                                   |  |           |         |   |  |  |        |   |  |  |        |  |  |  |        |   |  |  |        |  
|-------------------------------------------------- |  | --------- | ------- | - |  |  | ------ | - |  |  | ------ |  |  |  | ------ | - |  |  | ------ | -
|                                                   |  |          
|Assets and liabilities data(at December 31)        |  | $ million |        
|                                                  
|                                                   | 
|Total fixed and other long-term assets             |  |           | 111,803 |   |  |  | 80,936 |   |  |  | 76,949 |  |  |  | 83,837 |   |  |  | 87,414 |  
|Net current assets/(liabilities)                   |  |           | (13,546 | ) |  |  | (2,750 | ) |  |  | 3,778  |  |  |  | (2,730 | ) |  |  | (8,567 | )
|Total debt                                         |  |           | 19,691  |   |  |  | 5,820  |   |  |  | 7,427  |  |  |  | 12,931 |   |  |  | 13,810 |  
|Parent Companies interest in Group net
    assets |  |           | 60,444  |   |  |  | 56,244 |   |  |  | 57,669 |  |  |  | 56,602 |   |  |  | 54,928 |  
|Minority interests                                 |  |           | 3,582   |   |  |  | 3,476  |   |  |  | 2,904  |  |  |  | 2,855  |   |  |  | 2,690  |  
|                                                  
|Capital employed                                   |  |           | 83,717  |   |  |  | 65,540 |   |  |  | 68,000 |  |  |  | 72,388 |   |  |  | 71,428 |  
|                                                  

|                                                     |  |           |        |   |  |  |        |   |  |  |        |  |  |  |        |  |  |  |        |  
|---------------------------------------------------- |  | --------- | ------ | - |  |  | ------ | - |  |  | ------ |  |  |  | ------ |  |  |  | ------ | -
|                                                     |  |          
|Cash flow data                                       |  | $ million |       
|                                                    
|                                                     | 
|Cash flow provided by operating
    activities       |  |           | 16,283 |   |  |  | 16,905 |   |  |  | 18,278 |  |  |  | 11,053 |  |  |  | 14,690 |  
|Capital expenditure (including acquisitions)         |  |           | 21,027 |   |  |  | 9,598  |   |  |  | 6,128  |  |  |  | 7,403  |  |  |  | 12,820 |  
|Cash flow used in investing
    activities           |  |           | 20,633 |   |  |  | 9,080  |   |  |  | 1,490  |  |  |  | 3,017  |  |  |  | 12,461 |  
|Dividends paid                                       |  |           | 7,189  |   |  |  | 9,627  |   |  |  | 5,501  |  |  |  | 5,611  |  |  |  | 5,993  |  
|Cash flow used in financing
    activities           |  |           | 53     |   |  |  | 11,562 |   |  |  | 9,125  |  |  |  | 6,256  |  |  |  | 3,582  |  
|Increase/(decrease) in cash and cash
    equivalents |  |           | (5,114 | ) |  |  | (4,761 | ) |  |  | 7,388  |  |  |  | 1,326  |  |  |  | (1,589 | )
|                                                    

|                  |  |  |       |  |  |  |      |  |  |  |       |  |  |  |       |  |  |  |       | 
|----------------- |  |  | ----- |  |  |  | ---- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|Other statistics  |  |  |       |  |  |  |      |  |  | 
|                 
|                 
|Total debt ratiob |  |  | 23.5% |  |  |  | 8.9% |  |  |  | 10.9% |  |  |  | 17.9% |  |  |  | 19.3% | 
|                 



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | The Group Financial Statements have been
    restated. See Note 2 to the Group Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
|b | The debt ratio is defined as short-term plus
    long-term debt as a percentage of capital employed. Capital
    employed is Group net assets before deduction of minority
    interests plus short-term and long-term debt. Management of the
    Group believes that the debt ratio calculated on this basis
    (rather than the ratio of total debt to shareholders equity) is
    useful to investors because it takes account of all amounts of
    capital employed in the business. Management uses this measure
    to assess the level of debt relative to the capital invested in
    the business. The derivation of capital employed from Group net
    assets is shown in the table above.



38 Discussion
and Analysis of Financial Condition and Results of Operations




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                                                                |                                   |           |        |        |      |  |        |       |  |  |       |       |  |      |       |       |  |  |        |       | 
|----------------------------------------------------------------------------------------------- | --------------------------------- | --------- | ------ | ------ | ---- |  | ------ | ----- |  |  | ----- | ----- |  | ---- | ----- | ----- |  |  | ------ | ----- | 
|                                                                                                |                                   |          
|Capital investment (as restated)                                                                |                                   | $ million |       
|                                                                                               
|                                                                                                |                                  
|                                                                                                |                                   | 2002      |        |        | 2001 |  |        | 2000  |  |  | 1999  |       |  | 1998 |      
|                                                                                               
|                                                                                                |                                  
|Capital expenditurea                                                                            |                                   |           |        |        |      |  |        |       |  |  |       |       |  |      |       |       |  |  |        |      
|                                                                                                | Exploration and Productionb       |           |        | 13,064 |      |  |        | 6,847 |  |  |       | 3,720 |  |      |       | 4,131 |  |  |        | 6,435 | 
|                                                                                                | Gas & Power                       |           |        | 471    |      |  |        | 313   |  |  |       | 288   |  |      |       | 470   |  |  |        | 1,816 | 
|                                                                                                | Oil Products                      |           |        | 7,653  |      |  |        | 1,462 |  |  |       | 1,258 |  |      |       | 1,338 |  |  |        | 2,776 | 
|                                                                                                | Chemicals                         |           |        | 680    |      |  |        | 685   |  |  |       | 726   |  |      |       | 1,178 |  |  |        | 1,491 | 
|                                                                                                | Other                             |           |        | 494    |      |  |        | 291   |  |  |       | 136   |  |      |       | 286   |  |  |        | 302   | 
|                                                                                               
|                                                                                                |                                   |           | 22,362 |        |      |  | 9,598  |       |  |  | 6,128 |       |  |      | 7,403 |       |  |  | 12,820 |      
|Exploration expense(excluding depreciation and release of
    currency translation differences) |                                   |           | 997    |        |      |  | 885    |       |  |  | 834   |       |  |      | 1,068 |       |  |  | 1,634  |      
|New equity investments in associated
    companies                                              |                                   |           | 684    |        |      |  | 704    |       |  |  | 605   |       |  |      | 630   |       |  |  | 871    |      
|New loans to associated companies                                                               |                                   |           | 605    |        |      |  | 370    |       |  |  | 556   |       |  |      | 394   |       |  |  | 411    |      
|Other investments                                                                               |                                   |           |       |        |      |  | 224    |       |  |  | 414   |       |  |      |      |       |  |  |       |      
|                                                                                               
|Total capital investment*                                                                       |                                   |           | 24,648 |        |      |  | 11,781 |       |  |  | 8,537 |       |  |      | 9,495 |       |  |  | 15,736 |      
|                                                                                               
|*comprising                                                                                     |                                   |           |        |        |      |  |        |       |  |  |       |       |  |      |       |       |  |  |        |      
|                                                                                                | Exploration and Production        |           |        | 14,082 |      |  |        | 8,000 |  |  |       | 4,839 |  |      |       | 5,390 |  |  |        | 8,316 | 
|                                                                                                | Gas & Power                       |           |        | 682    |      |  |        | 810   |  |  |       | 483   |  |      |       | 675   |  |  |        | 1,986 | 
|                                                                                                | Oil Products                      |           |        | 7,945  |      |  |        | 1,518 |  |  |       | 1,565 |  |      |       | 1,356 |  |  |        | 2,843 | 
|                                                                                                | Chemicals                         |           |        | 839    |      |  |        | 751   |  |  |       | 941   |  |      |       | 1,384 |  |  |        | 1,869 | 
|                                                                                                | Other segments                    |           |        | 495    |      |  |        | 332   |  |  |       | 153   |  |      |       | 296   |  |  |        | 311   | 
|                                                                                                | New loans to associated companies |           |        | 605    |      |  |        | 370   |  |  |       | 556   |  |      |       | 394   |  |  |        | 411   | 
|                                                                                               
|                                                                                                |                                   |           | 24,648 |        |      |  | 11,781 |       |  |  | 8,537 |       |  |      | 9,495 |       |  |  | 15,736 |      
|                                                                                               

|                                                   |  |           |        |    |  |    |        |    |  |           |        |      |    |  |        |  |    |  |         |  |           |  |        |    |  |    |        |    |  |    |        |           |  |  |        |  |  |  |         |  |  |  |        |  |  |  |        |  |  |  |        |  |  |  |        |  |  |  |         | 
|-------------------------------------------------- |  | --------- | ------ | -- |  | -- | ------ | -- |  | --------- | ------ | ---- | -- |  | ------ |  | -- |  | ------- |  | --------- |  | ------ | -- |  | -- | ------ | -- |  | -- | ------ | --------- |  |  | ------ |  |  |  | ------- |  |  |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  |  | ------- | 
|                                                  
|Quarterly income data (as restated)                |  | $ million |       
|                                                  
|                                                  
|                                                   |  | 2002      |        |    |  |    | 2001   |    |  |           |        | 2000 |   
|                                                   |  | Q4        |        | Q3 |  | Q2 |        | Q1 |  | Full Year |        |      | Q4 |  | Q3     |  | Q2 |  | Q1      |  | Full Year |  |        | Q4 |  | Q3 |        | Q2 |  | Q1 |        | Full Year | 
|                                                  
|                                                  
|Gross proceeds                                     |  |           | 64,236 |    |  |    | 63,389 |    |  |           | 57,598 |      |    |  | 50,259 |  |    |  | 235,482 |  |           |  | 40,382 |    |  |    | 43,059 |    |  |    | 45,965 |           |  |  | 47,795 |  |  |  | 177,201 |  |  |  | 50,783 |  |  |  | 49,452 |  |  |  | 46,025 |  |  |  | 45,158 |  |  |  | 191,418 | 
|less sales taxes, excise duties and similar levies |  |           | 15,734 |    |  |    | 14,518 |    |  |           | 13,221 |      |    |  | 12,694 |  |    |  | 56,167  |  |           |  | 10,670 |    |  |    | 10,430 |    |  |    | 10,170 |           |  |  | 10,800 |  |  |  | 42,070  |  |  |  | 10,538 |  |  |  | 10,802 |  |  |  | 10,111 |  |  |  | 10,914 |  |  |  | 42,365  | 
|Net proceeds                                       |  |           | 48,502 |    |  |    | 48,871 |    |  |           | 44,377 |      |    |  | 37,565 |  |    |  | 179,315 |  |           |  | 29,712 |    |  |    | 32,629 |    |  |    | 35,795 |           |  |  | 36,995 |  |  |  | 135,131 |  |  |  | 40,245 |  |  |  | 38,650 |  |  |  | 35,914 |  |  |  | 34,244 |  |  |  | 149,053 | 
|Cost of sales                                      |  |           | 40,489 |    |  |    | 41,319 |    |  |           | 37,655 |      |    |  | 31,248 |  |    |  | 150,711 |  |           |  | 24,702 |    |  |    | 26,293 |    |  |    | 28,376 |           |  |  | 28,780 |  |  |  | 108,151 |  |  |  | 31,913 |  |  |  | 31,426 |  |  |  | 28,250 |  |  |  | 26,574 |  |  |  | 118,163 | 
|Gross profit                                       |  |           | 8,013  |    |  |    | 7,552  |    |  |           | 6,722  |      |    |  | 6,317  |  |    |  | 28,604  |  |           |  | 5,010  |    |  |    | 6,336  |    |  |    | 7,419  |           |  |  | 8,215  |  |  |  | 26,980  |  |  |  | 8,332  |  |  |  | 7,224  |  |  |  | 7,664  |  |  |  | 7,670  |  |  |  | 30,890  | 
|Operating profit                                   |  |           | 4,351  |    |  |    | 5,227  |    |  |           | 4,327  |      |    |  | 4,421  |  |    |  | 18,326  |  |           |  | 1,500  |    |  |    | 4,599  |    |  |    | 6,186  |           |  |  | 6,902  |  |  |  | 19,187  |  |  |  | 5,661  |  |  |  | 6,053  |  |  |  | 6,543  |  |  |  | 6,476  |  |  |  | 24,733  | 
|Net income                                         |  |           | 2,307  |    |  |    | 2,617  |    |  |           | 2,335  |      |    |  | 2,463  |  |    |  | 9,722   |  |           |  | 635    |    |  |    | 2,424  |    |  |    | 3,512  |           |  |  | 3,779  |  |  |  | 10,350  |  |  |  | 2,955  |  |  |  | 3,083  |  |  |  | 3,241  |  |  |  | 3,587  |  |  |  | 12,866  | 
|                                                  



|  |                                                                                      
|- | -------------------------------------------------------------------------------------
|a | Includes acquisitions. 2002 includes
    $1.3 billion for DEA (payable in July 2003).
| 
|b | Includes capital expenditure on the Athabasca Oil
    Sands Project.                 

|                          |       |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  |        |  | 
|------------------------- | ----- | --------- | ------- | -------- |  | ------ | ---- |  | ------ | ------ |  |  | ---------- | ------ |  |  | ------ |  | 
|                          |       |           |         |         
|US dollar exchange ratesa |       |           |         | 1 = $   | 
|                         
|                          |      
|                          |       |           |         | Averageb |  |        | High |  |        | Low    |  |  | Period end |       
|                         
|                          |      
|Year:                     |       |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  |        | 
|                          | 1997c |           |         |          |  | 0.8887 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                          | 1998c |           |         |          |  | 0.8996 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                          | 1999  |           |         |          |  | 1.0588 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                          | 2000  |           |         |          |  | 0.9209 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                          | 2001  |           |         |          |  | 0.8909 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                          | 2002  |           |         |          |  | 0.9495 |      |  |        |        |  |  |            |        |  |  |        |  | 
|Month:                    |       |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  |        | 
|                          | 2002  |           | July    |          |  |        |      |  |        | 1.0156 |  |  |            | 0.9730 |  |  |        |  | 
|                          |       | August    |         |          |  |        |      |  | 0.9882 |        |  |  | 0.9640     |        |  |  |        | 
|                          |       | September |         |          |  |        |      |  | 0.9959 |        |  |  | 0.9685     |        |  |  |        | 
|                          |       | October   |         |          |  |        |      |  | 0.9881 |        |  |  | 0.9708     |        |  |  |        | 
|                          |       | November  |         |          |  |        |      |  | 1.0139 |        |  |  | 0.9895     |        |  |  |        | 
|                          |       | December  |         |          |  |        |      |  | 1.0485 |        |  |  | 0.9927     |        |  |  |        | 
|                          | 2003  |           | January |          |  |        |      |  |        | 1.0861 |  |  |            | 1.0361 |  |  |        |  | 
|                          |       | February  |         |          |  |        |      |  | 1.0875 |        |  |  | 1.0708     |        |  |  |        | 
|                         
|As at March 3, 2003       |       |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  | 1.0835 | 
|                         



Discussion and Analysis of Financial Condition
and Results of Operations      39




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---



20-F/A (Amendment No. 1) 2002




---



|                    |      |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  |        |  | 
|------------------- | ---- | --------- | ------- | -------- |  | ------ | ---- |  | ------ | ------ |  |  | ---------- | ------ |  |  | ------ |  | 
|                    |      |           |         |          |  |        |      |  |        | £1 = $ | 
|                   
|                    |     
|                    |      |           |         | Averageb |  |        | High |  |        | Low    |  |  | Period end |       
|                   
|                    |     
|Year:               |      |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  |        | 
|                    | 1997 |           |         |          |  | 1.6397 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                    | 1998 |           |         |          |  | 1.6602 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                    | 1999 |           |         |          |  | 1.6146 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                    | 2000 |           |         |          |  | 1.5138 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                    | 2001 |           |         |          |  | 1.4382 |      |  |        |        |  |  |            |        |  |  |        |  | 
|                    | 2002 |           |         |          |  | 1.5084 |      |  |        |        |  |  |            |        |  |  |        |  | 
|Month:              |      |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  |        | 
|                    | 2002 |           | July    |          |  |        |      |  |        | 1.5800 |  |  |            | 1.5206 |  |  |        |  | 
|                    |      | August    |         |          |  |        |      |  | 1.5709 |        |  |  | 1.5192     |        |  |  |        | 
|                    |      | September |         |          |  |        |      |  | 1.5700 |        |  |  | 1.5343     |        |  |  |        | 
|                    |      | October   |         |          |  |        |      |  | 1.5708 |        |  |  | 1.5418     |        |  |  |        | 
|                    |      | November  |         |          |  |        |      |  | 1.5915 |        |  |  | 1.5440     |        |  |  |        | 
|                    |      | December  |         |          |  |        |      |  | 1.6095 |        |  |  | 1.5555     |        |  |  |        | 
|                    | 2003 |           | January |          |  |        |      |  |        | 1.6482 |  |  |            | 1.5975 |  |  |        |  | 
|                    |      | February  |         |          |  |        |      |  | 1.6480 |        |  |  | 1.5727     |        |  |  |        | 
|                   
|As at March 3, 2003 |      |           |         |          |  |        |      |  |        |        |  |  |            |        |  |  | 1.5755 | 
|                   



|  |                                                                                                                                                                                                                               | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Exchange rates are based upon the noon buying
    rate in New York City for cable transfers in foreign currencies
    as certified for customs purposes by the Federal Reserve Bank of
    New York.                          | 
| 
|b | Calculated by using the average of the exchange
    rates on the last business day of each month during the year.                                                                                                             | 
| 
|c | The euro-to-dollar exchange rates prior to the
    fixing of the euro conversion rate in January 1999 are derived
    from guilders-per-dollar exchange rates and the fixed
    guilders-per-euro conversion rate of 2.20371. | 



40 Discussion
and Analysis of Financial Condition and Results of Operations




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---








---



OVERVIEW

The Group engages worldwide in all the principal
aspects of the oil and natural gas business and also has
interests in chemicals, power generation, renewable energy and
certain other businesses. The Group conducts its business
through five principal segments: Exploration and Production, Gas
& Power, Oil Products, Chemicals and Other Industry Segments.

Group strategy

Over time, and across the commodity price cycle,
the Group has achieved higher earnings, cashflow and returns on
investment in the Exploration and Production business compared
with its other businesses, and sees greater growth potential in
demand for natural gas than crude oil products. Downstream
businesses (Oil Products and Chemicals) continue to offer
attractive returns and growth potential in certain business
lines and geographies, and provide useful balance in the
portfolio to reduce exposure to commodity price movements. The
Groups core competencies include the application of
technology, financial and project management skills to large oil
and gas projects; the ability to develop and manage a diverse
and international business portfolio; and the development of
customer focused businesses built around the strength of the
Shell brand.


The Groups strategic direction has four
main elements:



|   |                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Increasing the proportion of the portfolio in the
    upstream businesses (Exploration and Production and Gas &
    Power), and whilst also increasing the share of natural gas
    production relative to oil production. This is expected to be
    achieved primarily through the allocation of capital investment
    over time.
|  
|2. | Maintaining profitable growth in downstream
    businesses, focusing on areas of strength. This provides balance
    in the portfolio, reducing exposure to volatile commodity
    prices, and provides cash generation to support investment in
    the upstream businesses.                                                       
|  
|3. | Generation of new income streams; these include
    activities arising from new technology such as oil sands
    production and gas to liquids conversion, from provision of oil
    and gas processing services, and from new energy sources such as
    wind and solar power.                                                     
|  
|4. | Focusing on geographical opportunities; in the
    upstream businesses on areas of resource opportunity such as
    Russia and West Africa, and in Oil Products in growing markets
    (such as China) and in North America, where the Group has
    increased its presence, and in Chemicals in China.                             

Exploration and Production

Crude oil prices, production volumes and cost
levels are the most significant factors affecting earnings. In
2002, Brent crude oil prices were on average around $0.60 a
barrel higher than in 2001. Declining production in mature
areas, including North America and Europe, is generally being
offset by production from new investments in other geographic
areas. In 2002, the Groups oil production benefited from
the acquisition of Enterprise Oil.


Volatility in crude oil prices, potential cost
increases and replacement of reserves at a rate matching or
exceeding production are the key challenges and risks in
Exploration and Production. The geographic balance of the
portfolio in the business is the main mitigator of these risks.
Around one-half of current total production has a lower
sensitivity to short-term fluctuations in crude oil prices, as
it is either gas-price related or because the terms of the
contracts limit the Groups exposure to crude oil price
fluctuations. Another key challenge for Exploration and
Production is the management of the uncertainties inherent in
projects as large and complex as those it typically undertakes.

Gas & Power

In Gas & Power, the overall aim is to
monetise Shell gas. This is achieved through participation in
all phases of the liquefied natural gas (LNG) business, in
distribution, marketing and trading of natural gas, in power
generation, in gas to liquids conversion and also in coal
gasification. Each of the three main gas markets (North America,
Europe and Asia Pacific) continues to grow. Prices and LNG sales
volumes are the key drivers of results in Gas & Power. Gas
prices tend to be linked to oil prices, except in the USA, where
the relationship has historically been weaker. Shell has an
equity share in projects supplying approximately 40% of global
LNG production and has a significant market share in the LNG
business.


The Group continues to invest in LNG and is
seeking to achieve a 6% average annual increase in equity share
of contracted LNG sales from 2000 to 2005. Principal investments
during 2002 related to LNG supply, shipping and re-gasification
projects and power developments.

Principal challenges and risks in the Gas &
Power business are to ensure assets are developed in each part
of the LNG value chain in areas with market growth, and to
achieve profitability for the assets in the power generation
markets, particularly in North America. The Group is addressing
the first challenge through the development of a number of
supply, shipping and



Discussion and Analysis of Financial Condition
and Results of Operations      41




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20-F/A (Amendment No. 1) 2002




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importation facilities in the various key
markets, and the latter challenge through focus on current
operations and completion of current projects, rather than new
development in power, supplemented by asset divestments. A
continuing risk related to the LNG business is the ability to
secure long-term contracts at prices that are more favourable
than short-term spot prices.


Oil Products

The key drivers of the Oil Products business are
customer demand for oil products, the global refining
supply/demand balance, and the Groups competitive
positioning in key markets. The strength of the Shell brand, the
quality of the assets and the level of operational cost
associated with meeting customer requirements are key drivers to
our competitive position.


The business environment for oil products
deteriorated in 2002, with historically low refining margins
over the first half of the year and pressure on marketing
margins from rising crude oil prices. In the USA, a key
challenge is to achieve a stronger competitive position. The
first phase of the development of a stronger competitive
position in the USA was completed through the acquisitions of
Pennzoil-Quaker State Company (PQS) and the Texaco
downstream assets. The European portfolio was strengthened in
2002 with the acquisition of DEA in Germany. In mature markets
such as the USA and Western Europe, portfolio rationalisation,
in the form of divestments of underperforming assets, and cost
reductions have been industry trends that are likely to
continue. Central and Eastern Europe and Asian markets present
opportunities for growth. The key challenges and uncertainties
in Oil Products are volatility in industry refining margins and
maintaining competitive cost levels.

Chemicals

In Chemicals, industry conditions during the past
four years have been difficult with high and volatile feedstock
costs continuing into 2002. The business environment showed some
improvement after the extremely challenging conditions in 2001,
although trading conditions, especially in the USA, remained
difficult. Feedstock costs are linked to both crude oil and
natural gas prices, both of which have been high by historical
levels. There also continues to be surplus manufacturing
capacity in chemicals relative to demand, particularly in North
America and Europe. In response to these challenges, the Group
has focused on reducing costs, asset restructuring and closing
underperforming assets. Reduced levels of capital investments
have been targeted at upgrading existing facilities, and new
investment in China. The Groups strategy has been to focus
on producing petrochemical building blocks and polyolefins, in
fewer and larger manufacturing facilities, and on marketing to a
reduced number of large customers. Another key challenge for
Chemicals is the management of the uncertainties inherent in
projects as large and complex as certain of those it typically
undertakes.


Financial framework

The Group manages its portfolio of businesses to
balance sources and uses of cash over time, based on
conservative assumptions relating to crude oil prices, relative
to average historic price levels. From 1983 through 2002, the
Brent crude oil price has averaged around $20 a barrel, and from
1998 through 2002 averaged approximately $22 a barrel and from
2000 through 2002 the price averaged almost $26 a barrel.
Project investment decisions are based on an assessment of
future prices over the long term.


The dividend policy is to provide per share
increase at least in line with inflation of the currencies of
the Parent Companies base countries over a period of
years. After dividends and capital investment, the priority for
use of cash generated is the maintenance of a prudent balance
sheet. Since the total debt of the Group increased by
$13.9 billion during 2002, debt reduction will be a
priority for the Group in 2003.

Recent Developments

Reserves Restatement and Financial
Restatement

On January 9, 2004, the Group announced the
removal of approximately 3.9 billion barrels of oil equivalent
(boe) of oil and gas that were originally reported as proved
reserves as at December 31, 2002. As a result of further
reviews conducted with the assistance of external petroleum
consultants of over 90% of the Groups proved reserves
volumes (the Reserves Review), the Group determined to increase
the total volume of reserves to be removed from the proved
category to 4.47 billion boe. The Group is restating the
unaudited oil and gas reserves disclosures contained in the
supplementary information accompanying the audited Group
Financial Statements (the Reserves Restatement) to give effect
to the removal of these volumes as of the earliest date on which
they did not represent proved reserves within the
applicable rules of the SEC (which in many cases is the date on
which the volumes were initially booked as proved reserves). 12%
of the volumes de-booked had been in the proved developed
reserves category and 88% had been categorised as proved
undeveloped reserves. See Supplementary
information  Oil and Gas (unaudited).


In view of the inappropriate overstatement of
unaudited proved reserves information, it was determined to
restate the financial statements of the Group and each of the
Parent Companies as at December 31, 2002 and 2001 and for
each of the years ended December 31, 2002, 2001 and 2000
(the Financial Restatement) to reflect the impact of the
Reserves Restatement on those



42 Discussion
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20-F/A (Amendment No. 1) 2002




---



financial statements (as announced on
April 19, 2004). The financial statements have also been
restated to correct an inappropriate departure from US GAAP
relating to certain exploratory drilling costs, to correct an
inappropriate departure from US GAAP (for 2002 only) for
certain gas contracts to correct an error in the calculation of
earnings per share of the Parent Companies and to reflect a
change in accounting principle relating to inventories. The
Financial Restatement also includes a separate presentation of
the Group Financial Statements under US GAAP and
Netherlands GAAP, and a reconciliation of the differences
between the presentations. This discussion and analysis is based
on the US GAAP Group Financial Statements.


Investigation and report to the Group Audit
Committee; management changes

Following the January 9, 2004 announcement
of the reserves recategorisation, the Group Audit Committee
(GAC) appointed Davis Polk & Wardwell to lead an
independent review of the facts and circumstances surrounding
the recategorisation, and to report its findings and any
proposed remedial actions to the GAC for its consideration. That
report, dated March 31, 2004, was presented to the GAC and
subsequently to the Supervisory Board of Royal Dutch and
non-executive Directors of Shell Transport. The report was
accepted in full by the GAC on April 15, 2004 and by the
members of the Supervisory Board of Royal Dutch and the
non-executive Directors of Shell Transport on April 16,
2004.


Following an interim report to the GAC dated
March 1, 2004, which was presented to the Parent Company
Boards on March 2, 2004, Sir Philip Watts, Chairman of the
Committee of Managing Directors, and Walter van de Vijver, Chief
Executive of Exploration and Production, submitted their
resignations on March 3, 2004 from all director and officer
positions within the Group and the Parent Companies. Following
acceptance of the final report to the GAC by the members of the
Supervisory Board of Royal Dutch and the non-executive Directors
of Shell Transport, Judith Boynton resigned from her position as
Group Chief Financial Officer, Group Managing Director and
Executive Director of Shell Transport on April 18, 2004. On
June 23, 2004, Peter Voser was appointed Group Chief
Financial Officer and a Director of Shell Transport with effect
from October 4, 2004.

Jeroen van der Veer, President and Managing
Director of Royal Dutch, succeeded Sir Philip Watts as Chairman
of the Groups Committee of Managing Directors; Lord
Oxburgh has been appointed non-executive Chairman of Shell
Transport and Chairman of Conference; and Malcolm Brinded has
been appointed Chief Executive of Exploration and Production, a
Managing Director of Shell Transport and Vice-Chairman of the
Committee of Managing Directors. Malcolm Brinded resigned from
his position as a Managing Director of Royal Dutch and has been
appointed as a Managing Director of Shell Transport; he remains
Chief Executive of Gas & Power. Tim Morrison, currently
Group Controller, has also been appointed Acting Chief Financial
Officer.

SUMMARY OF GROUP RESULTS



|                          |  |           |       |  |      |  |        |  |  |  |        | 
|------------------------- |  | --------- | ----- |  | ---- |  | ------ |  |  |  | ------ | 
|                          |  |          
|Earnings (as restated)    |  |          
|                          |  |          
|(US GAAP)                 |  | $ million |      
|                         
|                         
|                          |  | 2002      |       |  | 2001 |  | 2000   | 
|                         
|                         
|Net income                |  |           | 9,722 |  |      |  | 10,350 |  |  |  | 12,866 | 
|                         
|Change from previous year |  |           | -6%   |  |      |  | -20%   |  |  |  | +42%   | 
|                         

2002 compared to 2001

The Groups net income for the year was
$9,722 million, showing a 6% decline from 2001. Despite a
6% increase in production volumes, earnings in Exploration and
Production were weakened by lower gas realisations, higher
depreciation and costs, as well as changes to the UK tax regime.
Earnings were adversely affected in Gas & Power by lower
liquefied natural gas (LNG) prices and in Oil Products by
historically low refining margins and weaker marketing margins.
Chemicals earnings were sharply up reflecting improved
volumes, improved margins in associated companies, lower costs
and an incremental tax credit.


Four major acquisitions were completed:
Enterprise Oil (Enterprise) in the UK, DEA Oil (DEA) in
Germany, and Pennzoil-Quaker State and the Texaco downstream
assets in the USA. Total investment in these acquisitions,
including acquired debt, was over $16 billion.

Total capital investment for the year amounted to
$24.6 billion including acquisitions. Excluding major
acquisitions, capital investment totalled $14.2 billion. At
the end of the year, the debt ratio was 23.5% (2001: 8.9%) and
cash, cash equivalents and short-term securities amounted to
$1.6 billion (2001: $6.7 billion).

Hydrocarbon production was the highest in recent
history at four million barrels of oil equivalent per day. Brent
crude oil prices averaged $25.05 a barrel compared with $24.45 a
barrel in 2001. Production constraints in some countries led to
a steady price increase in the first three quarters of the year.
Crude oil prices subsequently weakened only to rebound to $30 a
barrel at the end of the year when Venezuelan supply was
disrupted. In 2004, the Group restated oil and gas volumes to
remove volumes from the proved category.



Discussion and Analysis of Financial Condition
and Results of Operations      43




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20-F/A (Amendment No. 1) 2002




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In Gas & Power, the LNG business continued to
grow delivering record volumes, although lower realised gas
prices led to a decline in earnings. Global demand for LNG
remained firm. In Oil Products, industry refining margins over
the year were poor, at their lowest for a decade, while
marketing margins were squeezed by rising crude oil prices.

Chemicals saw some signs of improvement in the
business environment but it was still a very challenging year
due to difficult trading conditions, particularly in the USA.
Industry utilisation rates remained flat in Europe but improved
in the USA from historically low levels in 2001. Cracker margins
in both regions were down from a year ago.

2001 compared to 2000

The Groups net income for 2001 was
$10,350 million, showing a 20% decline from 2000. Lower
average crude oil prices in 2001 (a 15% decline from 2000) were
partially offset by a 2% increase in production volumes.
Earnings were positively affected in Gas & Power by higher
LNG volumes and in Oil Products by cost reductions, partially
offset by lower refining earnings. Despite 2001 being one of the
most challenging years (due to difficult trading conditions) for
the chemicals industry, the business remained profitable.


Cost of sales in 2001 were $10.0 billion
lower than 2000, resulting mainly from a reduction in supply
costs and lower operating expenses than in 2000, reflecting
management focus on cost reductions.

Total capital investment for the year amounted to
$11.8 billion. At the end of the year, the debt ratio was
8.9% (2000: 10.9%) and cash, cash equivalents amounted to
$6.7 billion.

Total hydrocarbon production was at its highest
levels in recent history at 3.8 million barrels of oil
equivalent per day. Brent crude oil prices averaged $24.45 a
barrel compared with $28.50 a barrel in 2000. Oil production
fell by 2% because of natural decline in some fields,
divestments and field performance. However, production of
natural gas, for which demand is rising faster than that for
oil, was 10% higher than in 2000. In Gas & Power, the LNG
business continued to grow delivering record volumes, which
reached 8.9 million tonnes in 2001. Global demand for LNG
remained firm.

In Oil Products, the improved marketing
performance due to lower costs of supplies in 2001 was partly
offset by a decline in refining earnings. Crude oil and product
prices were lower towards the end of 2001 compared to 2000.
Trading conditions for the Chemicals business were challenging,
especially in the USA, where the impact of falling demand was
exacerbated by new capacity. Chemical volumes were essentially
unchanged from 2000.

EXPLORATION AND PRODUCTION

Our Exploration and Production business searches
for and recovers oil and gas around the world and in 2002 was
active in more than 34 countries. The majority of these
activities are carried out in ventures with external partners.

|                       |  |  |  |  |  |  |  |  |  |  |  | 
|---------------------- |  |  |  |  |  |  |  |  |  |  |  | 
|Earnings (as restated) |  |  |  |  |  | 

|                                                            |  |           |        |   |      |  |        |      |  |  |        |  
|----------------------------------------------------------- |  | --------- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|                                                            |  |          
|(US GAAP)                                                   |  | $ million |       
|                                                           
|                                                           
|                                                            |  | 2002      |        |   | 2001 |  |        | 2000 | 
|                                                           
|                                                           
|Net proceeds (including inter-segment sales)                |  |           | 26,581 |   |      |  | 25,847 |      |  |  | 27,570 |  
|Purchases (including change in inventories)                 |  |           | (1,050 | ) |      |  | (1,444 | )    |  |  | (1,038 | )
|Exploration                                                 |  |           | (1,073 | ) |      |  | (910   | )    |  |  | (836   | )
|Depreciation                                                |  |           | (5,492 | ) |      |  | (3,875 | )    |  |  | (3,692 | )
|Operating expenses                                          |  |           | (6,751 | ) |      |  | (5,474 | )    |  |  | (4,537 | )
|                                                           
|Operating profit of Group companies                         |  |           | 12,215 |   |      |  | 14,144 |      |  |  | 17,467 |  
|Group share of operating profit of associated
    companies |  |           | 1,322  |   |      |  | 1,550  |      |  |  | 2,007  |  
|                                                           
|Operating profit                                            |  |           | 13,537 |   |      |  | 15,694 |      |  |  | 19,474 |  
|Other income/(expense)                                      |  |           | 72     |   |      |  | 48     |      |  |  | 23     |  
|Taxation                                                    |  |           | (6,813 | ) |      |  | (7,779 | )    |  |  | (9,566 | )
|                                                           
|Segment earnings                                            |  |           | 6,796  |   |      |  | 7,963  |      |  |  | 9,931  |  
|                                                           

2002 compared to 2001

Earnings

Segment earnings for the year were
$6,796 million, 15% lower than the prior year. This
reflects the impact of lower gas price realisations, changes to
the UK tax rates, higher depreciation and higher costs resulting
from the acquisition of Enterprise Oil.




44 Discussion
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20-F/A (Amendment No. 1) 2002




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These were partially offset by a 6% increase in
hydrocarbon production (including the effect of the Enterprise
acquisition) to four million barrels of oil equivalent per day
(boe/d),2 the highest in recent years.


In 2002, the Groups realised gas prices in
the USA averaged $3.31 per thousand standard cubic feet compared
with $4.44 in 2001. Outside the USA, realised gas prices were
also lower than in 2001 and averaged $2.15 per thousand standard
cubic feet, representing a 7% reduction from 2001 price of
$2.30. Declines in market gas prices during 2002 contributed to
the Groups lower realised gas prices. In 2002, Henry Hub
gas prices averaged $3.33 per million Btu, compared to $4.10 in
the previous year when gas prices spiked to around $10 per
million Btu during the 2000/2001 winter. The first three
quarters of 2002 showed lower gas prices compared to 2001 due to
the build up of storage.

In 2002, the Groups realised oil prices for
world outside USA averaged $23.54 a barrel compared with $23.19
in 2001, while USA realised oil prices averaged $22.72 a barrel
compared with $22.14 in 2001. In 2002, Brent crude oil prices
averaged $25.05 a barrel compared with $24.45 in the previous
year. This was in line with sensitivity analyses developed in
2001, when end year crude oil prices were at around $20 a barrel
after September 11 but tightening of the global
supply/demand balance was expected to increase prices. Brent
crude oil prices recovered steadily in the first three quarters
of the year from below $20 to exceed $30 a barrel reflecting
production constraints in certain countries. Prices subsequently
weakened only to rebound to $30 a barrel at the end of the year
when supply from Venezuela was disrupted. Overall, levels of
realised crude oil and gas prices in 2002 decreased segment
earnings (after taxes) by approximately $600 million
compared to 2001.

In addition to the lower gas price realisations,
costs and depreciation were higher, with significant impacts
related to the Enterprise Oil acquisition and approximately
$170 million in feasibility study costs in the Sakhalin
project (Russia). The increase in operating expenses also
reflects unfavourable exchange rate movements of the US dollar
against other major currencies, including the euro and the Pound
sterling.

Segment earnings in 2002 were also negatively
impacted by some $300 million of provisions for deferred
taxation, resulting from a non-recurring charge due to fiscal
changes in the UK.

Total hydrocarbon production for 2002 rose by 6%,
comprising a 7% increase in oil production and a 4% increase in
gas production. Oil production benefited from the acquisitions
of Enterprise, an additional interest in the Draugen field in
Norway and new fields in the USA and Denmark. These increases
were partly offset by lower OPEC production quotas, normal field
declines, and divestments in New Zealand and elsewhere. Gas
production also increased as a result of the acquisition of
Enterprise and from new fields in the USA. These increases were
partly offset by decreases in production as a result of lower
demand due to warmer weather in Europe; normal field declines in
the USA and divestments in New Zealand. Excluding the
contribution of Enterprise volumes, total hydrocarbon production
was 1% higher in 2002 than 2001.

Portfolio actions

The acquisition of Enterprise in 2002 for cash
consideration of $5.3 billion and the assumption of
$2.4 billion of debt was the most significant change to
strengthen the Groups upstream portfolio, adding new
developments and exploration acreage in several countries and
contributing some $100 million to earnings and some
$850 million to cash from operating activities.


These new assets provided an immediate boost to
global production and are contributing an additional
240,000 boe/day. The portfolio was further enhanced by the
acquisition of an increased stake in the Norwegian Draugen field
where Group interest was increased by 10% to 26.2%. The North
American gas portfolio was improved through the acquisition of
new fields in the Pinedale, Wyoming area. The exploration
portfolio was refreshed and achieved an exploration and
appraisal global success-rate of some 55% including significant
discoveries in the USA Gulf of Mexico, such as Great White,
Deimos and Tahiti. In Kazakhstan, the Kashagan Field (Group
interest 16.7%) was declared commercial, however, in the
restated proved reserves figures contained herein, no proved
reserves have been reflected pending government approval for the
development. The more recent discovery of the Kalamkas field
further underlines the immense potential of the Kazakhstan
region. Major discoveries were also made in Brazil, Ireland and
Nigeria. New exploration licences were acquired in geographic
areas where the Group has strategic interests such as USA Gulf
of Mexico and Norway.

The result of these portfolio actions, together
with the Groups ability to develop and implement
technology strengthens the Groups portfolio.

Capital investment

Capital investment of $14.1 billion was
$6.1 billion higher than in 2001, mainly as a result of the
acquisition of Enterprise ($5.3 billion) and increased
investment in growth projects. These include the Athabasca Oil
Sands Project in Canada and EA








|  |                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------
|2 | For this purpose, the Group has converted natural
    gas to crude oil equivalent using a factor of 5,800 standard
    cubic feet per barrel.



Discussion and Analysis of Financial Condition
and Results of Operations      45




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20-F/A (Amendment No. 1) 2002




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project in Nigeria, both of which began
production late 2002, the offshore development Na Kika in the
USA and Bonga in Nigeria. Work also began on the Goldeneye gas
field in the North Sea, which is scheduled to start production
in late 2004.


Reserves

The Group announced on January 9, 2004 that,
following internal reviews, a portion of its proved oil and gas
reserves would be recategorised to remove volumes from the
proved reserves category. This was also the subject of further
announcements made on March 18, 2004 and April 19,
2004. The total Reserves Restatement, relative to the proved
reserves originally stated as at December 31, 2002,
represents 4.47 billion boe of proved reserves at that date.


The impact of the Reserves Restatement, when
taken together with production in 2002 (1.444 billion boe)
and net additions to reserves in 2002 (1.754 billion boe)
leads to proved reserves of 14.87 billion boe as at
December 31, 2002. The Reserves Restatement was based on a
review of the Groups proved reserves inventory conducted
between late 2003 and April 2004, the latter part with the
assistance of external consultants.

As at December 31, 2002, 88% of the
de-booked proved reserves volumes had originally been disclosed
in the proved undeveloped reserves category; the
balance was a reduction in the proved developed
reserves category. Approximately two-thirds of the de-booked
volumes relate to crude oil and natural gas liquids with the
remaining one-third relating to natural gas.

As at December 31, 2002, proved reserves,
excluding the impact of the Reserves Restatement, had been
equivalent to 13.3 years of production. Including the
impact of the Reserves Restatement, the figure was
10.3 years.

Reserves replacement

Including all effects of the Reserves
Restatement, the net reserves addition in 2002 was 121% of 2002
production. This figure includes the effects of acquisitions and
divestments. On an organic basis (not including acquisitions and
divestments), the reserves addition was 66% of 2002 production.
Oil sands, which have not been included in these figures, would
not have any impact on the reserves replacement ratio if they
had been included (since no changes were made to oil sands
volume estimates in 2002). The 1.754 million boe
addition in 2002 comprises revisions
(429 million boe), improved recovery (164 million
boe), extensions and discoveries (363 million boe) and
acquisitions and divestments (798 million boe).


The overall proved reserves replacement ratio for
the five years from 1998 to 2002 amounts to 80% taking into
account all effects of the Reserves Restatement. This is clearly
a concern and reflects the exploration strategy in the 1990s,
and our relatively low investment in the post 1998 period.
Exploration has since been refocused and investment levels
increased. It is vital that our reserves replacement ratio
improves significantly in the coming years.

2001 compared to 2000

Earnings

Segment earnings for the year were
$7,963 million, 20% lower than in 2000. This reflects the
impact of lower oil price realisations and increased
depreciation and exploration expenses, partly offset by higher
realised gas prices. Hydrocarbon production in 2001 was 2%
higher than in 2000. The decline in earnings from 2000 also
reflects gains in 2000 of $623 million, mainly reflecting
profits on the sale of a number of assets in the USA, the UK and
Australia.


In 2001, the Groups realised oil prices
outside the USA averaged $23.19 a barrel compared with $27.30 in
2000, while USA realised oil prices averaged $22.14 a barrel
compared with $26.55 in 2000. Overall, the Groups realised
oil prices were 15% lower than in 2000. In 2001, Brent crude oil
prices averaged $24.45 a barrel compared with $28.50 in the
previous year. The lower crude oil price in 2001, compared to
2000, was mainly due to the deterioration of the global economy
in 2001 and the resulting reduction in demand for crude oil.

In 2001, the Groups realised gas prices in
the USA averaged $4.44 per thousand standard cubic feet compared
with $3.98 in 2000. Outside the USA, realised gas prices
averaged $2.30 per thousand standard cubic feet compared to
$2.20 in 2000. Overall, the Groups average realised gas
price was 7% higher in 2001 compared to 2000. Henry Hub gas
prices averaged $4.10 per million Btu in 2001, compared to $4.25
in the previous year. The lower 2001 Henry Hub average price was
mainly due to the fourth quarter 2000 peak price of $6.25 per
million Btu when US gas stocks were at record low levels.
Natural gas prices outside the USA remained linked to crude oil
and LNG prices, and therefore in 2001 displayed similar
volatility as in 2000, declining in the second half of the year.
Overall, levels of realised crude oil and gas prices in 2001
decreased segment earnings (after taxes) by approximately
$1,300 million compared to 2000.

Total hydrocarbon production increased by 2% in
2001 versus 2000 to 3.7 million boe/day.



46 Discussion
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##### Table of Contents





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20-F/A (Amendment No. 1) 2002




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Gas production increased by 10% to
1.5 million boe/d versus 2000, mainly as a result of the
acquisition of Fletcher Challenge Energy (FCE) in New
Zealand, new fields in the UK, USA and Egypt and higher demand
in the Netherlands, UK and Nigeria. These increases were partly
offset by natural declines in production in mature fields and
divestments in the USA.

Oil production declined by 2% to 2.2 million
boe/d, mainly as a result of declines in production in mature
fields in the UK, USA, Gabon and Australia and divestments in
USA and UK. There was also some disappointing field performance
in the UK as a result of unexpected downtime on certain
production platforms. These decreases were partly offset by
production volumes attributable to FCE acquired in the spring of
2001 and from fields that came on stream in the USA and UK.

Portfolio actions

The portfolio was enhanced by the acquisitions of
FCE ($1 billion) in New Zealand and McMurry Energy Company
(McMurry) ($300 million) in the USA. The acquisition of FCE
strengthened the Groups presence in Asia Pacific. McMurry
added proved natural gas reserves in the Rocky Mountains. There
were no significant divestments in 2001.


Capital investment

Capital investment of $8.0 billion was
$3.2 billion higher than in 2000, as a result of the
acquisitions of FCE and McMurry, as well as increased
exploration and production activities, especially in Canada, the
USA and Nigeria. Two major developments in the technologically
demanding but high potential deepwater environment came
on-stream in 2001. Brutus, the Groups fifth successful
tension-leg platform in the Gulf of Mexico (Group interest
100%), was completed ahead of schedule and below budget.
Malampaya (Group interest 45%), located in 850 metres of water
off the Philippines, came on-stream on time and within budget.


Reserves

After giving effect to the Reserves Restatement,
the proved hydrocarbon reserves replacement ratio for 2001 was
97%. After giving effect to the Reserves Restatement (and
excluding the effect of acquisitions and divestments), the
proved hydrocarbon reserves replacement ratio for 2001 was 78%.


Outlook and strategy

We will retain our focus on maintaining and
developing existing well-established areas while building new
positions. Increased attention will remain on development of
unconventional resources (for example, heavy oil) while
retaining our strong positions in gas, which support our LNG
position, and deepwater development. This work will take place
in the context of increasing global hydrocarbon demand, driven
by economic growth.


From 1983 through 2002 the Brent crude oil price
has averaged around $20 a barrel, from 1998 through 2002
averaged approximately $22 a barrel and from 2000 through 2002
the price averaged $26 a barrel.

The Group uses a range of prices for crude oil to
test opportunities on the downside and look at the upside of
potential projects. This method is applied to understand the
composition of projects in the portfolio and how these respond
over a broad range of prices or margins. The crude oil price
outlook for 2003 is uncertain and impacted by developments in
the Middle East and Venezuela. The Group evaluates investments
using multiple price conditions, including price conditions of
less than $20 a barrel to assess the resilience of investments
at low-price conditions.

Crude oil reference price conditions are
determined after careful assessment of short, medium and
long-term drivers of oil and gas prices under different sets of
assumptions, yielding a range of prices to be used in
evaluation. With regard to 2002, crude oil prices were higher
than the conservative expectations of our reference price
conditions but within the bounds of our sensitivity analyses.
Historical analysis, trends and statistical volatility are part
of this assessment, as well as analysis of global and regional
economic conditions, geopolitics, OPEC actions, supply and
demand. Sensitivity analyses are used to test the impact of low
price drivers (economic weakness, rapid resumption of Iraqi
production, greater than expected increase in non-OPEC
production) and high price drivers (greater than expected
economic growth, slower than expected resumption of Iraqi
production). Short-term events (such as relatively warm winters
or cool summers and the resulting effects on demand and
inventory levels) contribute to volatility.

GAS & POWER

Our Gas & Power business liquefies and
transports natural gas, and develops gas markets and
infrastructure, including gas-fired power plants. It also
markets and trades gas and electricity and converts natural gas
to liquids to provide clean fuels. The majority of activities,
in particular LNG, are carried out by associated companies.



Discussion and Analysis of Financial Condition
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##### Table of Contents





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---



|         |  |  |  |  |  |  |  |  |  |  |  | 
|-------- |  |  |  |  |  |  |  |  |  |  |  | 
|Earnings |  |  |  |  |  | 

|                                                            |  |           |         |   |      |  |         |      |  |  |         |  
|----------------------------------------------------------- |  | --------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                                            |  |          
|(US GAAP)                                                   |  | $ million |        
|                                                           
|                                                           
|                                                            |  | 2002      |         |   | 2001 |  |         | 2000 | 
|                                                           
|                                                           
|Net proceeds (including inter-segment sales)                |  |           | 17,612  |   |      |  | 16,426  |      |  |  | 16,487  |  
|Purchases (including change in inventories)                 |  |           | (16,444 | ) |      |  | (14,961 | )    |  |  | (15,236 | )
|Depreciation                                                |  |           | (128    | ) |      |  | (106    | )    |  |  | (841    | )
|Operating expenses                                          |  |           | (933    | ) |      |  | (821    | )    |  |  | (770    | )
|                                                           
|Operating profit of Group companies                         |  |           | 107     |   |      |  | 538     |      |  |  | (360    | )
|Group share of operating profit of associated
    companies |  |           | 751     |   |      |  | 941     |      |  |  | 646     |  
|                                                           
|Operating profit                                            |  |           | 858     |   |      |  | 1,479   |      |  |  | 286     |  
|Other income/(expense)                                      |  |           | 124     |   |      |  | 132     |      |  |  | 89      |  
|Taxation                                                    |  |           | (208    | ) |      |  | (385    | )    |  |  | (263    | )
|                                                           
|Segment earnings                                            |  |           | 774     |   |      |  | 1,226   |      |  |  | 112     |  
|                                                           

2002 compared to 2001

Earnings

Segment earnings of $774 million in 2002
were 37% lower than the $1,226 million record reported in
2001. Lower earnings were mainly due to lower LNG prices and
lower income from trading activities. The decrease in earnings
compared with 2001 also reflects the receipt of a
$77 million bonus (after taxes) in 2001 related to the sale
in a prior year of midstream assets in the USA. Partially
offsetting these negative impacts was the favourable impact of
gains from asset divestments.


Our average realised LNG prices were 11% lower
than 2001 as a result of the time-lagged effect on LNG prices of
the decline in crude oil prices during the second half of 2001
and the first quarter of 2002 and a higher proportion of LNG
sales on the spot market (which generally experienced lower
prices than in the contract market) compared to 2001. This
reduction more than offsets the record Group share LNG sales of
9.1 million tonnes, which was 3% higher than 2001.
Increased sales came mainly from uncommitted capacity available
from the Oman LNG plant (Group interest 30%) and from continued
higher demand in Japan.

Results from trading activities were lower by
$177 million (after taxes) primarily due to gas and power
trading losses in North America. The power generation business
saw increased capacity, improved operations and lower costs
(mainly relating to assets outside the USA with long-term sales
contracts) but these favourable impacts were more than offset by
a $150 million write-down related to the Groups
carrying value of InterGen (an associated company, Group
interest 68%) due to a reassessment of the impact of continued
poor merchant power market conditions in the USA and UK.

Earnings included $163 million of gains from
the sale of Shells direct and indirect interests in
Midstream assets in Europe and the USA and a share of the
Groups interest in Brunei Shell Tankers.

Capital investment

Capital investment of $682 million in 2002
(including approximately $200 million in investments in
associated companies) related mainly to LNG supply, shipping and
re-gasification projects and power developments. This was
$128 million lower than 2001 mainly as a result of lower
investments in power ($143 million decline) and midstream
assets ($127 million decline), partly offset by higher
investments in LNG ($137 million increase). The increased
investment in LNG related primarily to the re-gasification
development project in India while the reduction in Power asset
expenditure related mainly to InterGen. In support of the
businesss global LNG strategy of linking new markets with
the Groups portfolio of LNG supply sources, two of the
four new build LNG carriers were commissioned and delivered.
Construction began on the Hazira Port and LNG terminal to access
the growing Indian market.


Actions by associated companies

Gas & Powers LNG business continued to
grow, with new supplies targeting key markets, reinforcing
Shells leading position in the industry. The North West
Shelf joint venture (Group interest 22%) in Australia was
selected to supply the first LNG to China through the import
terminal in Guangdong Province. Additional sales agreements with
Japanese utilities were completed for supplies from Malaysia
Tiga (Group interest 15%) and the North West Shelf project.
Malaysia Tigas two-train LNG plant is due to commence
operations in 2003. In Australia, a 4.2 million tonnes per
annum (mtpa) fourth train (the basic LNG processing unit)
is under construction for completion in 2004 and will supply
existing and new Japanese customers. Train 3 of Nigeria LNG
(Group interest 26%) was completed in 2002, three months ahead
of schedule and within budget. Additionally, Nigeria LNG secured
a loan of over $1 billion, the largest ever project
financing in Sub-Saharan Africa, towards the construction of a
4th and 5th train expansion. These two trains are due on stream
in 2005 and will supply markets in the Atlantic Basin, bringing
the annual capacity of the plant to 17 million tonnes and
making it the third largest LNG facility in the world. In
Venezuela, Shell was selected as a partner with Mitsubishi and
PDVSA for the Mariscal Sucre LNG project (Group interest 30%).
This project aims to develop




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substantial gas resources in the Norte de Paria
fields for both export and domestic markets. Successful
development of the project is subject to the completion of
project negotiations.


In addition, the Group is actively progressing
access to the North American market through LNG terminal
capacity at Cove Point and Elba Island in the USA, and other
potential sites. Gas & Powers other businesses also
progressed during 2002. In the Middle East, significant progress
was made towards the development of world-scale Gas to Liquids
facilities.

In power, InterGen (Group interest 68%), a joint
venture with Bechtel, started operations at projects in Turkey,
Egypt and Mexico, increasing InterGens operational
capacity by 70% during the year to 5.2 Gigawatts. There
were long-term power purchase agreements in place for this new
capacity.

Portfolio actions

As part of the businesss active portfolio
management, half of the Groups interest in Brunei Shell
Tankers was divested, as was the 5% interest in HEIN GAS in
Germany and part of the Groups minority interest in other
midstream assets in Germany. In 2002, the sale of the indirect
14.75% interest in Ruhrgas, for some
1.5 billion,
was agreed. In March 2003, the sale was closed. In 2002,
InterGen completed the sale of its onshore Texas pipelines.


2001 compared to 2000

Earnings

Segment earnings for 2001 of $1,226 million
were a record, and compared with $112 million reported in
2000, which included a write down of US onshore pipeline assets
($672 million) as a result of portfolio restructuring. The
higher earnings in 2001, excluding the impact of the write down
in 2000, were mainly due to growth in LNG volumes at the Nigeria
and Oman facilities that came on-stream in 2000. Higher income
from the marketing and trading business and receipt in 2001 of a
$77 million bonus (after taxes) related to the sale in a
prior year of midstream assets in the USA also contributed to
the increase in segment earnings. These improvements were partly
offset by lower results in power generation, which reflected
turbine problems at a UK plant, and higher project development
costs associated with growing the Gas & Power business.


The larger contribution to earnings from LNG
reflected a 19% increase in equity LNG sales volumes, which
reached 8.9 million tonnes in 2001, compared to
7.5 million tonnes in 2000. Average realised LNG prices in
2001 were $4.31 per million Btu.

Capital investment

Capital investment totalled $810 million
(including approximately $470 million in investments in
associated companies) in 2001 and related to LNG projects, LNG
shipping, power developments, offshore pipelines in the USA and
the acquisition of equity stakes in gas distribution companies
in Egypt and Greece. Capital investments were $327 million
higher than 2000 as a result of higher investments in LNG
($170 million increase), midstream assets (principally
pipelines and gas distribution assets) ($59 million
increase) and power ($169 million increase), partly offset
by lower investments in related businesses ($71 million
decrease).


The portfolio of LNG supply projects continued to
grow during 2001. Final Investment Decision was taken by the
Group in the first quarter of 2001 on a fourth train with a
capacity of 4.2 million tonnes per annum in Australia for
the North West Shelf project for start up in 2004 (initial Group
investment: $250 million through the end of 2004). In
addition, the Group won bids for the refurbishment of two power
projects in Nigeria.

Actions by associated companies

Shell also secured access to several emerging LNG
markets, including capacity rights in re-gasification terminals
close to growing gas markets such as Cove Point and Elba Island
in the USA. Construction began in 2001 on the Hazira terminal in
Gujarat to supply the growing Indian market.


During 2001, four new power plants in the USA,
UK, Australia and China were commissioned by InterGen, an
associated company (Group interest 68%), with twelve more plants
under construction. Two power plants designed to supply
electricity during peak demand periods were commissioned to
supply the growing energy market in California. These were the
first to be approved under the California Energy
Commissions emergency procedures. In the first quarter of
2002, Kinder Morgan purchased InterGens Tejas Gas pipeline
and storage system.

Outlook and strategy

Demand for natural gas is expected to grow at a
faster rate than crude oil over the next decade, driven by its
economic and environmental advantages, particularly in power
generation. LNG is expected to expand at double the rate of
overall gas growth due to its delivery flexibility and
competitive costs. Demand for LNG in Southern Europe is expected
to grow rapidly to meet rising power demand. In North America,
LNG is expected to play an increasingly important role as
domestic gas supply struggles to meet demand. In Asia Pacific,
strong long-term LNG growth in emerging gas markets such as
China and India is expected to




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complement renewed growth in the worlds
largest LNG market, Japan, especially if nuclear power
generation does not materialise. In the short term, economic
weakness and uncertainty may continue to constrain gas growth in
some markets and success in emerging markets may at times be
slow and not without economic risk. However, over the longer
term, the abundance and flexibility of gas is expected to make
it the preferred fuel for power generation, heat and the
production of ultra-clean liquid fuels.


In close alignment with Exploration and
Production, Gas & Power intends to develop opportunities
provided by the growing penetration of natural gas in world
energy markets. The Gas & Power business focuses on
accessing gas markets in order to accelerate the monetisation of
existing fields and secure new upstream resources. We will
continue to strengthen and develop our leading role in LNG,
mainly through associated companies, building on our strong
commercial relationships. Over the next three years, five new
LNG trains in associated companies in Malaysia, Australia and
Nigeria will significantly increase the Groups share of
worldwide LNG capacity. New technologies such as Gas to Liquids
will be developed to provide additional income streams. As a
number of power markets may continue to face near-term
over-supply, parts of our portfolio may continue to see
depressed returns. Over the long term, selective power
investments that enable or add value to gas monetization remain
an appropriate part of our strategy. The same is the case for
selective midstream (pipeline and gas storage) opportunities.
Our gas marketing and trading businesses will be used to secure
customers for long-term sales agreements and increase the return
from our gas sales.

OIL PRODUCTS

Our Oil Products business markets fuels and
lubricants for domestic and industrial use and for the range of
transport modes from road to shipping and aviation. It also
refines, supplies, trades and ships crude oil and petroleum
products around the world and provides technical consultancy and
research services.

|                       |  |  |  |  |  |  |  |  |  |  |  | 
|---------------------- |  |  |  |  |  |  |  |  |  |  |  | 
|Earnings (as restated) |  |  |  |  |  | 

|                                                            |  |           |          |   |      |  |         |      |  |  |         |  
|----------------------------------------------------------- |  | --------- | -------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                                            |  |          
|(US GAAP)                                                   |  | $ million |         
|                                                           
|                                                           
|                                                            |  | 2002      |          |   | 2001 |  |         | 2000 | 
|                                                           
|                                                           
|Net proceeds (including inter-segment sales)                |  |           | 138,624  |   |      |  | 95,625  |      |  |  | 106,282 |  
|Purchases (including change in inventories)                 |  |           | (120,493 | ) |      |  | (83,037 | )    |  |  | (92,603 | )
|                                                           
|Gross margin                                                |  |           | 18,131   |   |      |  | 12,588  |      |  |  | 13,679  |  
|Depreciation                                                |  |           | (2,406   | ) |      |  | (1,617  | )    |  |  | (2,590  | )
|Operating expenses                                          |  |           | (12,537  | ) |      |  | (8,490  | )    |  |  | (8,158  | )
|                                                           
|Operating profit of Group companies                         |  |           | 3,188    |   |      |  | 2,481   |      |  |  | 2,931   |  
|Group share of operating profit of associated
    companies |  |           | 556      |   |      |  | 241     |      |  |  | 1,232   |  
|                                                           
|Operating profit                                            |  |           | 3,744    |   |      |  | 2,722   |      |  |  | 4,163   |  
|Other income/(expense)                                      |  |           | (50      | ) |      |  | (62     | )    |  |  | 57      |  
|Taxation                                                    |  |           | (1,067   | ) |      |  | (690    | )    |  |  | (1,539  | )
|                                                           
|Segment earnings                                            |  |           | 2,627    |   |      |  | 1,970   |      |  |  | 2,681   |  
|                                                           

2002 compared to 2001

Earnings

Segment earnings for the year were
$2,627 million compared with $1,970 million in 2001,
an increase of 33%. This increase reflects primarily inventory
holding gains resulting from FIFO accounting and to a lesser
extent contributions to earnings resulting from the three
acquisitions completed during the year of DEA in Germany and
Pennzoil-Quaker State Company (PQS) and the Texaco downstream
assets in the USA. These increases were partially offset by the
general deterioration in the business environment that began in
late 2001. A weak global economy reduced demand for oil
products, together with rising oil prices, put pressure on
refining and marketing margins. Refining margins recovered
temporarily in October and November when the seasonal product
demand increase coincided with falling crude oil prices.


In 2002, net proceeds increased by some
$1 billion outside the USA and some $42 billion in the
USA. This increase in the USA largely reflects a
$43 billion change in proceeds associated with the
acquisition of Texacos interests in Equilon Enterprises
(previously accounted for as an associated company) and the
fourth quarter acquisition of PQS. Gross margin (calculated as
net proceeds minus purchases) similarly increased by some
$5 billion in large part due to the US acquisitions in 2002.

Operating expenses increased by
$4,047 million and depreciation by $789 million
primarily in the USA as a result of the consolidation of the
2002 acquisitions. As a percentage of gross margin, operating
expenses increased by two percentage points while depreciation
remained fairly flat. The increase in operating expenses and
depreciation in the USA was offset slightly by



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lower restructuring charges in 2002, as 2001
included $219 million (after taxes) charge related to the
acquisition of the Texaco downstream assets (which acquisition
was agreed to in 2001 and completed in February 2002).


Capital investment

Capital investment in 2002 amounted to
$7.9 billion which included $5.1 billion relating to
the three major acquisitions and an increase in non-acquisition
capital investment of $0.8 billion, which accompanied the
consolidation of Equilon Enterprises (Group interest now 100%).
This reflects an increase in underlying capital investment of
$500 million versus investment levels in 2001 of
$1.5 billion. This additional capital investment was
predominantly made in Europe for refinery upgrades.


Portfolio actions

The Oil Products portfolio was strengthened in
2002 through the acquisitions of DEA in Germany and PQS and the
Texaco downstream assets in the USA, which will reinforce the
Groups objective of being the leading global downstream
company.


In January 2002, Oil Products formed a 50:50
joint venture in Germany with RWE-DEA and in July the Group took
ownership of 100% of the venture for cash consideration of
$1.3 billion, payable in July 2003.

The acquisition of the Texaco downstream assets
in the USA was completed in February 2002. Business structures
have been streamlined and some 800 of the Texaco stations have
been rebranded to Shell at the end of 2002, which reflects
approximately 10% of the rebranding programme that is expected
to be completed by the end of 2004. As part of the upgrading of
the quality of the overall retail network in the USA, the total
number of combined Texaco and Shell sites will be reduced by
some 30%.

The purchase of PQS in the USA was completed in
October 2002 after regulatory clearance. The transaction has a
total equity value of $1.9 billion and the Group has also
taken on $1.3 billion of debt. The acquisition will make
Shell a leader in both the US and global lubricants markets. The
transaction resulted in the recognition of $1.7 billion of
goodwill, reflecting strong positions in a variety of market
channels.

2001 compared to 2000

Earnings

Segment earnings for the year were
$1,970 million representing a decline of 27% from 2000.
This decrease reflected a deterioration in the business
environment for oil products following the general economic
slowdown in fourth quarter offset in part by cost reduction
efforts during the year.


Refining margins came under pressure,
particularly in the second half of the year as a result of lower
demand due to the economic slowdown, a consequent rise in stocks
and increased competition exacerbated by surplus industry
capacity. Industry refining margins in Rotterdam and the USA
were on average 50% lower in the fourth quarter of 2001 than
they were in the first quarter of that year.

Outside the USA, earnings decreased by 8% or
$181 million in 2001 versus 2000. In the USA earnings
declined by some $529 million or 143%, largely a result of
lower earnings in the Equilon and Motiva joint ventures.
Contributing to this decline in US associated company income
were restructuring and re-branding expenses connected with the
acquisition of Texacos interests in the Equilon and Motiva
joint ventures ($219 million).

In 2001, net sales proceeds declined by some
$10 billion outside the USA and some $0.3 billion
within the USA. The decline in both regions reflects the
reduction in margins and sales volumes during the year.
Increased operating expenses of $332 million (or 4%)
impacted 2001 earnings negatively, with the majority of this
increase relating to Europe. In total, operating expenses
increased as a percentage of gross margin to 67% in 2001 from
60% in 2000, with the majority of this increase coming from
businesses outside the USA. Depreciation declined in 2001
compared to 2000, reflecting impairment charges of
$824 million, mainly relating to the Rayong refinery as a
result of the downward revision in 2000 of the long-term
expectations for certain refinery margins.

Capital Investment

Capital investment for 2001 totalled
$1,518 million, compared with $1,565 million in 2000.
The investment focus in 2001 was on marketing operations in key
countries. In 2001, these accounted for $1,102 million of
the total, predominantly for retail network expansion in all
regions, while $360 million was spent on refining assets,
primarily on network-wide integrity work and on modifications to
the Scotford refinery in Canada, and $56 million on
investment in associated companies. Spending increases in Europe
were more than offset by reductions in the USA and Asia Pacific.




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Portfolio Actions

The Oil Products portfolio was strengthened by a
number of acquisitions in 2001. In December 2001, regulatory
approval was received for a 50:50 joint venture with RWE AG in
Germany. In early 2002, the Group acquired the Texaco downstream
assets in the USA and announced in March 2002 that it had
entered into an agreement to acquire Pennzoil-Quaker State
Company in the USA.


Outlook and strategy

Oil demand growth was exceptionally weak in 2002
at just under 0.2 million barrels/day due to a slow
economic recovery in the USA and a first quarter mild winter,
and fell well below the average annual increase of
1.0 million barrels/day for the past ten years. Demand
growth for 2003 is expected to move closer to this ten-year
average, but there are more uncertainties than usual given
continued weakness of equity markets, risk of further terrorist
actions, impact of high oil prices due to supply disruptions
from Venezuela and Iraq and a tight OPEC supply policy. Refining
margins are expected to recover modestly from the low levels in
2002 with improved product demand but much will depend on crude
oil supply availability, the severity of the northern hemisphere
winter and the pace of global economic recovery, particularly in
the USA. Refining margin levels in Asia Pacific are likely to
continue to be depressed by surplus refinery capacity in the
region. Marketing margins will remain subject to competitive
pressures in individual markets and to the direction of crude
oil price and exchange rate movements.


Potential risks to future earnings centre around
the successful integration of our acquisitions, the economic
recovery in major markets in Latin America and the performance
of the US dollar against other major currencies. Continued
improvement in refinery reliability and cost discipline will
also have a significant effect on our ability to deliver
sustained future earnings.

Our Oil Products business will continue to focus
on ways of meeting the needs of millions of Shell customers
around the world. This will include continuing to develop new
products such as differentiated retail fuels. We will progress
the integration of the acquisitions of PQS and the Texaco
downstream assets in the USA, and DEA in Germany and will
continue to focus on upgrading the portfolio. Of particular
emphasis in 2003 and 2004 will be the divestment of
non-performing assets. We will continue to pursue cost-reduction
programmes, while remaining committed to further improvement in
environmental performance and continued development of the
employee talent base.

CHEMICALS

Our Chemicals business produces and sells
petrochemicals including polyolefins to industrial customers
globally. Chemicals products are widely used in plastics,
coatings and detergents, which in turn are used in products such
as fibres and textiles, thermal and electrical insulation,
medical equipment and sterile supplies, computers, lighter and
more efficient vehicles, paints and biodegradable detergents.

|                       |  |  |  |  |  |  |  |  |  |  |  | 
|---------------------- |  |  |  |  |  |  |  |  |  |  |  | 
|Earnings (as restated) |  |  |  |  |  | 

|                                                                   |  |           |         |   |      |  |         |      |  |  |         |  
|------------------------------------------------------------------ |  | --------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                                                  
|(US GAAP)                                                          |  | $ million |        
|                                                                  
|                                                                  
|                                                                   |  | 2002      |         |   | 2001 |  |         | 2000 | 
|                                                                  
|                                                                  
|Net proceeds (including inter-segment sales)                       |  |           | 15,207  |   |      |  | 14,250  |      |  |  | 16,307  |  
|Purchases (including change in inventories)                        |  |           | (12,035 | ) |      |  | (11,041 | )    |  |  | (11,120 | )
|Depreciation                                                       |  |           | (401    | ) |      |  | (404    | )    |  |  | (724    | )
|Other cost of sales                                                |  |           | (1,518  | ) |      |  | (1,866  | )    |  |  | (2,190  | )
|Operating expenses                                                 |  |           | (815    | ) |      |  | (973    | )    |  |  | (1,334  | )
|                                                                  
|Operating profit/(loss) of Group companies                         |  |           | 438     |   |      |  | (34     | )    |  |  | 939     |  
|Group share of operating profit/(loss) of
    associated companies |  |           | 213     |   |      |  | (27     | )    |  |  | 240     |  
|                                                                  
|Operating profit/(loss)                                            |  |           | 651     |   |      |  | (61     | )    |  |  | 1,179   |  
|Other income/(expense)                                             |  |           | (13     | ) |      |  | (4      | )    |  |  | 15      |  
|Taxation                                                           |  |           | (73     | ) |      |  | 192     |      |  |  | (161    | )
|                                                                  
|Segment earnings                                                   |  |           | 565     |   |      |  | 127     |      |  |  | 1,033   |  
|                                                                  

2002 compared to 2001

Earnings

The business environment for chemicals showed
some improvement after the extremely challenging conditions in
2001 although trading conditions, especially in the USA,
remained difficult. Segment earnings of $565 million were a
significant improvement compared with $127 million the
previous year.




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Operating profit from Group companies increased
by $472 million primarily due to lower fixed costs and
higher sales volumes, partly offset by a decline in unit margins
(defined as proceeds less cost of feedstock, energy and
distribution divided by sales volumes). In addition for certain
inventories in North America, Shell has changed the method of
inventory costing from the last-in first-out to the first-in
first-out method. The cumulative impact on operating profit in
2002 relative to 2001 was an increase of $275 million.
Industry utilisation remained flat in Europe, but improved in
the USA from historically low levels in 2001. Lower gas
feedstock prices relative to crude oil prices in the USA made
the economics of cracking liquid feedstocks less favourable.
Fixed costs decreased from 2001 and reflected portfolio changes
including the effects of prior year divestments (approximately
$60 million), lower planned asset maintenance expenditure
(approximately $40 million) and reduced information
technology costs (approximately $35 million). Total unit
costs, excluding feedstock costs, improved by 7% versus 2001
mainly as a result of higher volumes and lower fixed costs. The
benefit of volume growth, mainly from new production capacity
coming on stream, was partially negated by depressed unit
margins thus making a net contribution of some $50 million
to operating profit. In 2002, Chemicals earnings include
$62 million of charges for asset rationalisation, mainly
related to plant closures.

Group share of operating profit from associated
companies increased by $240 million. This reflected a
recovery in polyolefins margins relative to 2001, when margins
were very depressed and margin improvements from low cost supply
positions in the Middle East. In addition, associate earnings
benefited from cost reductions, primarily in Basell, the
50:50 joint venture with BASF.

Taxation for the year included a credit of
$102 million (2001: $65 million) associated with the
reassessment of the Groups ability to utilise prior year
tax losses upon the formation of Shell Chemicals Europe B.V.
Excluding these and the effects of divestments in 2001, the
higher tax rate in 2002 was associated with the incidence and
the nature of taxable gains and losses generated by the
Chemicals business.

Capital investment

Capital investment in 2002 totalled
$839 million compared with $751 million in 2001.
Approximately half of the capital investment was related to
regulatory compliance, maintenance and upgrading of existing
facilities. The remainder was for new projects to manufacture
and sell bulk petrochemical building blocks to large industrial
customers. Some 20% of the capital expenditure was new
investment in associated companies and included the initial
equity investment in southern China for the Nanhai
petrochemicals project.


Portfolio actions

After a period when the focus has been on
restructuring (including divestments), attention in 2002 turned
to strengthening and enhancing the retained Chemicals portfolio.


The final investment decision on the Nanhai
petrochemicals project in Guangdong in China was taken. The
Group has a 50% share in this $4.3 billion project, which
constitutes its largest ever single Chemicals investment.
Construction work is due to start in 2003, with the plant
scheduled to be completed in late 2005. A key challenge for
Chemicals is the management of the uncertainties inherent in
projects as large and complex as those it typically undertakes.
Project management processes are used on projects of this type,
whereby risks are closely monitored and actions taken to
mitigate as appropriate.

In 2002, Chemicals brought on-line some
2 million tonnes of new production capacity, which is
approximately equal to 9% of the Groups operated
production capacity in that year. Successful completion of a
fourth olefins and alcohols unit at Geismar in the USA
consolidated the Groups position as one of the
worlds largest suppliers of higher olefins and detergent
alcohols. The $500 million Ellba Eastern complex in
Singapore started operation. This is a 50:50 joint venture
with BASF to produce styrene monomer, propylene oxide and
polyolefins.

A new benzene unit in the Netherlands was
completed ahead of schedule. The plant uses new technology to
minimise environmental impact and help reduce transportation of
benzene in the Groups European businesses. The unit will
take benzene-rich streams from the Moerdijk cracker and other
Shell European locations and the output will be used for styrene
monomer/propylene oxide production on the same site.

Construction started at the new polymer polyol
plant at Pernis in the Netherlands. The plant, which is expected
to be completed in 2003, will be the largest in Europe and will
consolidate the Groups position as a leader in the global
polyols market. A joint venture (Group interest 50%) was
established with SGF Chimie to build and operate a
polytrimethylene terephthalate plant in Montreal, Canada. These
products are used in carpeting and textiles. The plant is
expected to start production at the end of 2003.

The drive to simplify and streamline business
processes and to make it easy to do business with Shell Chemical
companies continued. A single marketing and supply company for
Europe was established in order to improve speed and efficiency
for customers and suppliers.



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2001 compared to 2000

Earnings

Despite 2001 being one of the most challenging
years for the chemical industry, the business remained
profitable with segment earnings of $127 million compared
with $1,033 million the previous year.


Operating profit from Group companies declined by
$973 million with the largest decreases in lower olefins
(approximately $400 million) and styrene monomer propylene
oxide (approximately $130 million). Unit margins were lower
in most businesses, particularly in the USA. Underlying volumes
(excluding feedstock trading and divested businesses) were in
line with the previous year despite weak markets. In the USA,
Shell cracker margins were weak and were also impacted by a mid
year reversal of the normally favourable economics of the liquid
feedstocks used by Shell crackers. Cracker margins in Europe,
although generally lower than in 2000, were more favourable than
in the USA.

Group share of operating profit from associated
companies was a loss of $27 million as trading conditions
were particularly difficult in polyolefins as surplus industry
capacity resulted in reduced operating rates leading to a
decline in industry unit margins.

Portfolio actions

The large-scale divestment programme announced in
1998, leading to a significant restructuring of the chemicals
business and a reduction in capital employed from
$12.7 billion to $8.5 billion, was essentially
completed in early 2001. The $15 million acquisition of the
Yabucoa refinery in Puerto Rico was made at the end of 2001,
improving the supply of feedstocks to Shell operations in Texas
and Louisiana. Construction continued on the expansion of higher
olefins and alcohols production capacity at the Geismar
Louisiana site with project completion expected in mid year
2002. Additionally, work progressed on the construction of a new
styrene monomer and propylene oxide plant in Singapore (Ellba
Eastern a 50:50 joint venture with BASF). Basell, the
50:50 joint venture with BASF, announced restructuring
plans involving the closure of polyolefin capacity at the Wilton
UK site and the shutdown of two facilities in Tarragona Spain.
In addition, cost reductions and manufacturing improvement
projects were undertaken.


Outlook and strategy

Industry operating rates were at historically low
levels in 2001 with some recovery in 2002. The outlook for the
Chemicals business remains uncertain and further improvement in
2003 will depend upon global economic growth leading to higher
product demand against a background of limited investment in
additional industry capacity. These risks combined with the
potential for high and volatile energy prices may delay
improvements in asset utilisation and profitability. Asia
remains the main source of greatest anticipated growth. Enhanced
customer service, low cost and asset utilisation remain the
central contributors to business resilience in a demanding
climate.


Over the medium term, Shell Chemical companies
are seeking to be among the best performers in petrochemicals,
in line with the industrys top quartile performers. We
will focus on crackers and first-line derivatives, delivering
bulk petrochemicals to large industrial customers. Lower total
delivered cost will be achieved through a combination of
advantaged feed, scale, integration and technology. The
commitment to contribute to sustainable development will be
maintained to ensure longer term value creation.

OTHER INDUSTRY SEGMENTS

Other industry segments include Renewables, Shell
Consumer and Shell Hydrogen. Renewables works to develop
significant commercially viable businesses based on renewable
sources of energy, including wind and solar power. Shell
Consumer is delivering a range of products and services to
individual customers. Shell Hydrogen works to develop business
opportunities in hydrogen and fuel cell technology.

|                 |  |           |      |   |      |  |      |      |  |  |     |  
|---------------- |  | --------- | ---- | - | ---- |  | ---- | ---- |  |  | --- | -
|                 |  |          
|(US GAAP)        |  | $ million |     
|                
|                
|                 |  | 2002      |      |   | 2001 |  |      | 2000 | 
|                
|                
|Segment earnings |  |           | (110 | ) |      |  | (287 | )    |  |  | (12 | )
|                

2002 compared to 2001

The smaller loss in 2002 compared to 2001
principally reflects a smaller loss in Shell Consumer. Capital
investment for 2002 totalled $329 million, including
$142 million relating to the acquisition of solar assets
and $157 million for the acquisition of two wind parks in
the USA.


2001 compared to 2000

Earnings declined to a $287 million loss
compared to a loss of $12 million in 2000 principally as a
result of increased overall spending in 2001 on business
development activities in Renewables, Hydrogen, Capital,
Consumer and Internet Works, and charges in 2001 relating to a
writedown of assets prior to disposal and a gain in 2000 on the
divestment of coal operations.




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CORPORATE

Corporate is a non-operating segment consisting
primarily of interest expense on Group debt and certain other
non-allocated costs of the Group.

|                 |  |           |      |   |      |  |      |      |  |  |      |  
|---------------- |  | --------- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|                
|(US GAAP)        |  | $ million |     
|                
|                
|                 |  | 2002      |      |   | 2001 |  |      | 2000 | 
|                
|                
|Segment earnings |  |           | (751 | ) |      |  | (320 | )    |  |  | (825 | )
|                

2002 compared to 2001

Segment earnings for 2002 showed a loss of
$751 million compared with $320 million in the
previous year. The increased loss is mainly a result of higher
net interest costs, reflecting the increase in debt as a result
of the 2002 acquisitions.


2001 compared to 2000

In 2001, the segment losses of $320 million
were an improvement over the $825 million loss recorded in
2000, reflecting reduced net interest expense from 2000,
favourable currency exchange effects and the endowment of The
Shell Foundation in 2000.


Earnings in 2000 included a charge of
$174 million ($250 million before tax) related to the
endowment of The Shell Foundation. The Foundation has been
established and incorporated as a charitable company in May 2000
to reinforce and complement the Groups business approach
to sustainable development and social performance. The purpose
of the endowment was to provide resources which the Foundation
could use to fund its programmes. The Foundation pursues its
objectives through grants made through its Sustainable Energy
Programme, Sustainable Communities Programme and the Youth
Enterprise Programme. The Board of the Foundation consists of 6
members (called Trustees), three of whom are not otherwise
affiliated with the Group.

LIQUIDITY AND CAPITAL RESOURCES

2002 compared to 2001

Statement of Cash Flows

Cash flow provided by operating activities
decreased to $16.3 billion in 2002 from $16.9 billion
in 2001, or 3.6%, while net income decreased to
$9.7 billion from $10.4 billion, or 6.7%. The primary
factors causing the 2002 change in cash flow provided by
operating activities were weakness in both refining and
marketing margins in Oil Products and lower realised gas prices,
partially offset by higher crude oil prices and higher
hydrocarbon production volume. Additionally, $1.6 billion
of cash flows were realised from sales of assets in 2002
($1.8 billion in 2001).


Cash inflow during 2002 has been deployed mainly
in investments, with capital expenditure and new investments in
associated companies of $13.4 billion and acquisition
expenditures accounting for a further $9 billion,
comprising the purchases of Enterprise Oil ($5 billion cash
consideration), Pennzoil-Quaker State ($2 billion cash
consideration) and Texacos downstream assets in the USA
($2 billion cash consideration). Capital expenditure and
new investments in associated companies in 2001 was
$10.7 billion and included acquisitions of Exploration and
Production companies Fletcher Challenge Energy
($1.0 billion) and McMurry ($0.3 billion).

Other major uses of funds were dividends paid to
Parent Companies ($7.0 billion in 2002 compared to
$9.4 billion in 2001) and net purchases of Parent Company
shares for stock option and other incentive compensation
programs of $0.9 billion. Royal Dutch and Shell Transport
paid dividends to their shareholders totaling $5.5 billion
and executed share buybacks of $1.3 billion in 2002 compared to
$5.1 billion and $4.0 billion, respectively, in 2001.
The net effect of the flow of funds for 2002 was a decrease of
$5.1 billion in cash and cash equivalents and a net increase in
short and long-term debt of $6.7 billion.

Outlook

In general, the most significant factors
affecting year-to-year comparisons of cash flow provided by
operating activities are changes in realised prices for crude
oil and natural gas, crude oil and natural gas production levels
and refining and marketing margins. These factors are also the
most significant affecting net income. Acquisitions, such as
Enterprise and Pennzoil Quaker State, and divestments, such as
Ruhrgas, can affect the comparability of cash flows in the year
of the transaction. On a longer term basis, the ability to
replace proved reserves that are produced affects cash provided
by operating activities, as well as net income.


Because the contribution of Exploration and
Production to earnings is significantly larger than the
Groups other businesses, changes affecting Exploration and
Production, particularly changes in realised crude oil and
natural gas prices and production levels, have a significant
impact on overall Group results. While Exploration and
Production benefits from higher realised crude oil and natural
gas prices, the extent of such benefit (and the extent of a
detriment from a decline in these prices) will be dependent



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on the extent to which the prices of individual
types of crude oil follow the Brent benchmark, the dynamics of
production sharing contracts, the existence of agreements with
governments or national oil companies that have limited
sensitivity to crude oil price, tax impacts, the extent to which
crude oil price changes flow through into operating costs and
the impacts of natural gas prices (for example, in 2002, average
realised crude oil prices rose, while average realised natural
gas prices fell). Accordingly, changes in benchmark prices for
crude oil and natural gas only provide a broad indicator of
changes in the earnings experienced in any particular period by
Exploration and Production.


In Oil Products, our second largest business,
decreases in crude oil and natural gas prices can generally be
expected to lead to short-term increases in refining and
marketing margins at the time the change occurs, while increases
generally result in lower margins. However, this relationship is
complex, and the impact and timing of any particular change will
depend upon whether and when prices of specific grades of
refined products follow benchmark crude oil prices, as well as
local market factors including the actions of competitors and
the availability of supply of particular grades of refined oil
products in the relevant market. In addition, there do not exist
commonly agreed benchmarks for refinery and marketing margins,
to the same extent that Brent crude oil prices and Henry Hub
natural gas prices, in the USA, serve as benchmarks in the
Exploration and Production business.

In the longer term, reserve replacement will
affect the ability of the Group to continue to maintain or
increase production levels in Exploration and Production, which
in turn will affect the Groups cash flow provided by
operating activities and net income. After giving effect to the
Reserves Restatement, the Groups five year reserves
replacement ratio for the period 1998-2002 was 80%. The field
decline rate for Exploration and Productions existing
business is approximately 6 to 8 percent per year. The
Group will need to take measures to maintain or increase
production levels and cash flows in future periods, which
measures may include developing new fields, continuing to
develop and apply new technologies and recovery processes to
existing fields, and making appropriate acquisitions. The Group
strives to offset the effects of field decline through these
measures and, as a result, production increased in 2001 and
2002. The Groups goal is to offset declines from
production and increase reserve replacements. However, volume
increases are subject to a variety of risks and other factors,
including the uncertainties of exploration, project execution,
operational interruptions, reservoir performance and regulatory
changes. The Group currently expects overall production to dip
in 2005 and then to increase beginning in 2006 as additional
production from new projects begin to come on-stream.

The Group has a diverse portfolio of development
projects and exploration opportunities, which helps mitigate the
overall political and technical risks of Exploration and
Production and the associated cash flow provided by operating
activities. As a result of its financial strength and debt
capacity, the risk associated with failure or delay of any
single project would not have a significant impact on the
Groups liquidity or ability to generate sufficient cash
flows for operations and fixed commitments.

It is the Groups intention to continue to
divest and, where appropriate, acquire assets as part of active
portfolio management. However, the Group does not generally
expect that the purchase and sale of assets in the normal course
of business will have a significant effect on cash flow provided
by operating activities. The amount of divestments will depend
on market opportunities and therefore all related assets have
not yet been recorded as assets held for sale. During the second
quarter of 2002, an agreement to divest the Groups 14.75%
interest in Ruhrgas for consideration of approximately
1.5 billion
was announced. This transaction was completed in March 2003.

The Group manages its portfolio of businesses to
balance cash flow provided by operating activities against uses
of cash over time based on conservative assumptions relating to
crude oil prices relative to average historic crude oil prices.
From 1983 through 2002, the Brent crude oil price has averaged
around $20 a barrel, from 1998 through 2002, it averaged
approximately $22 a barrel and from 2000 through 2002 the price
averaged almost $26 a barrel.

As described in Note 2 to the Group
Financial Statements the treatment of exploration costs has been
changed such that certain costs that had previously been
capitalised for longer than 12 months following the
completion of exploratory drilling are now expensed. In
connection with this change in accounting treatment, certain
costs were reclassified from capital expenditures to exploration
expense. This change in accounting treatment does not impact
cash flows and is not anticipated to affect the future levels of
exploration investment. In addition, this change in accounting
treatment will mean that in future years drilling costs for some
wells will be expensed earlier than in the past. The effect of
this change on net income and depreciation, depletion and
amortisation will depend on the actual exploration success and
the timing of the progression of development projects associated
with exploratory drilling.

Financial condition and liquidity

Cash and cash equivalents amounted to
$1.6 billion at the end of 2002, compared to
$6.7 billion at the end of 2001, principally reflecting the
acquisition activity during 2002. Total short and long-term debt
increased $13.9 billion between 2001 and 2002, reflecting
additional borrowings of $6.7 billion and assumed debt of
companies acquired in 2002. Maturing long-term debt in the next
twelve months is $2.2 billion, whilst commercial paper
borrowings, which are short term, totalled $7.7 billion at
the end of 2002.




56 Discussion
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The Group currently maintains $2.3 billion
of committed bank facilities to provide full back-up coverage of
commercial paper maturing within 30 days. The maturity
profile of the Groups outstanding commercial paper is
managed to ensure that the amount of commercial paper maturing
within 30 days does not at any point in time exceed the
amount available from internal liquidity and under the back-up
facilities. These committed facilities, which are with a number
of international banks, are renewed on an annual basis. The
Group expects to be able to renew these facilities on
commercially acceptable terms. The Group expects that commercial
paper issuances in 2003 could range up to $9.0 billion,
with maturities of up to 12 months.

A debt covenant (interest cover ratio) on
$1.3 billion of non-recourse debt within a Group company
was breached in 2001. This breach is continuing and the company
has defaulted on $115 million of scheduled principal
payments during 2002. As this debt is non-recourse, the breach
has had no impact on the Groups other borrowing
arrangements. Total debt at the end of 2002 amounted to $19.7
billion and the Groups debt ratio (defined as total debt
as a percentage of capital employed) increased from 8.9% in 2001
to 23.5% in 2002. The level of the debt ratio remains in
accordance with the medium-term gearing philosophy of the Group,
which targets a gearing between 20%-30%. The total debt
outstanding (excluding capital leases) at December 31, 2002
will mature as follows: 67% in 2003, 6% in 2004, 5% in 2005, 7%
in 2006 and 15% in 2007 and after.

Credit Ratings

On April 19, 2004, Standard &
Poors Ratings Services (S&P), downgraded to
AA+ from AAA its long-term ratings on
the Royal Dutch/ Shell Group of Companies (through a downgrade
of the Group Holding Companies, Shell Petroleum N.V. and
The Shell Petroleum Company Ltd.) and their subsidiary
Shell Oil Company. On April 21, 2004, Moodys
(Moodys) Investors Services downgraded the long-term debt
ratings of Shell Finance (Netherlands) B.V. and Shell Finance
(U.K.) PLC, the guaranteed subsidiaries of the Group to
Aa1 from Aaa. These new ratings remain
under review for possible further downgrade. The credit ratings
given to the commercial paper programmes of the guaranteed
subsidiaries have been confirmed by S&P and Moodys at
their original levels of A-1+ and
Prime-1, respectively.


The Group, having locked in long-term debt for
periods of up to 5 years, will notice an increase in its
funding cost only as outstanding debt matures and is replaced
with new issues. The average maturity of currently outstanding
debt is approximately 2.5 years. If the $5 billion
long-term debt currently (April 2004) borrowed under the
borrowing programmes to which the ratings apply is fully
refinanced, our annual pre-tax borrowing cost is expected to
increase by approximately $5 million. In light of the
unchanged short-term credit ratings, it is expected that there
will be no impact on the cost of commercial paper borrowing.

Capital investment and dividends

Group companies capital investment is
defined as capital expenditure, plus exploration expense, new
investments in associated companies and other investments of a
significant and strategic nature. These amounted to $24.6
billion in 2002 ($11.8 billion in 2001), mainly reflecting
the high level of acquisition expenditures in 2002. Exploration
and Production expenditures of $14.1 billion (compared to
$8.0 billion in 2001) accounted for more than half this
total. Oil Products investment amounted to $7.9 billion
(compared to $1.5 billion in 2001). Chemicals investment
was $0.8 billion (compared to $0.8 billion in 2001), whilst
Gas & Power accounted for $0.7 billion (compared to
$0.8 billion in 2001). An amount of $0.5 billion
capital investment was spent in other industry segments,
(compared to $0.3 billion in 2001) and $0.6 billion was
spent across all segments in the form of loans from the Group to
its associated companies (compared to $0.4 billion in 2001).


Capital investment in 2003 is estimated at end
2002 to be approximately $12 billion, excluding the contribution
made by minority interests on the Sakhalin project. Spending
will continue to be subjected to investment discipline,
stringent project selection and the need to balance
profitability with growth. Exploration and Production will
continue to be the major element. It is expected that the Group
companies investments will mainly be financed from
internally generated funds.

The Parent Companies dividend objective is
to provide a per share increase at least in line with inflation
of the currencies of the Parent Companies home countries
over a period of years. In 2002, total dividends paid out to
shareholders were $5.5 billion, a 7.5% increase over the
prior year. Since underlying dividends are declared in euros and
pounds sterling, the US dollar dividend amount depends on
exchange rates between these currencies and the US dollar.
The Group estimates that, under current conservative price
assumptions and taking account of revisions to all Group cash
commitments, capital investment of around $13 billion on
average is required each year (which includes capital
expenditures to bring proved undeveloped reserves into
production but excludes the contribution made by holders of
minority interests in the Sakhalin project) to grow the capital
base. This level is higher than in the recent past. After
dividends and capital investment, the priority for use of cash
generated is the maintenance of a prudent balance sheet.

Since the total debt of the Group increased by
$13.9 billion during 2002, debt reduction will be a
priority for the Group in 2003. Focus will remain on improvement
of underlying operational performance in order to continue to
deliver a sufficient level of cash flows provided by operating
activities.



Discussion and Analysis of Financial Condition
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2001 compared to 2000

Statement of Cash Flows

Cash flow provided by operating activities
decreased to $16.9 billion in 2001 from $18.3 billion
in 2000, or 7.7%, while net income decreased to $10.4 billion
from $12.9 billion, or 19.4%. The primary factors causing
the 2001 change in cash flow provided by operating activities
were lower crude oil and natural gas prices and lower refining
margins outside the USA.


Financial condition and liquidity

Cash inflow during 2001 was deployed mainly in
investments. Capital investment amounted to $11.8 billion
in 2001 ($8.5 billion in 2000), with capital expenditure
and new investments in associated companies totalling
$10.7 billion in 2001 ($7.3 billion in 2000).
Exploration and Production expenditures of $8.0 billion
(compared to $4.8 billion in 2000) accounted for
approximately 68% of this total. Oil Products investment
amounted to $1.5 billion (compared to $1.6 billion in
2000). Chemicals investment was $0.8 billion (compared to
$0.9 billion in 2000), whilst Gas & Power accounted for
$0.8 billion (compared to $0.5 billion in 2000). An
amount of $0.3 billion capital investment was spent in
other industry segments (compared to $0.2 billion in 2000),
and $0.4 billion was spent across all segments in the form
of loans from the Group to its associated companies (compared to
$0.5 billion in 2000).


Cash and cash equivalents amounted to
$6.7 billion at the end of 2001, compared to
$11.4 billion at the end of 2000. There was additional
dividend funding for buybacks of Parent Company shares of
$4.0 billion and net debt repayment of $1.7 billion in
2001. The net cash position reduction is the result of cash
movements as described in the Statement of Cash Flows included
in the Group Financial Statements.

A debt covenant (interest cover ratio) on
$1.3 billion of non-recourse debt within a Group company
was breached in 2001. Total debt at the end of 2001 amounted to
$5.8 billion and the Groups debt ratio decreased from
10.9% in 2000 to 8.9% in 2001.

Guarantees and other off-balance sheet
obligations

Guarantees increased by $0.9 billion from
$3.2 billion at December 31, 2001 to $4.1 billion
in 2002. At December 31, 2002, $2.1 billion were
guarantees of debt of associated companies, $1.0 billion
were guarantees for customs duties and other tax liabilities and
$1.0 billion were other guarantees. Guarantees of debt of
associated companies were mainly for InterGen
($1.3 billion).

At December 31, 2002, the Group had
operating leases under which total minimum payments were
$8.6 billion, long-term purchase obligations associated
with financing programmes requiring aggregate payments of
$3.6 billion and certain power generation contracts
(referred to as tolling agreements) amounting to
$6.9 billion (of which approximately $700 million is
conditional upon the exercise of a renewal option by the owner
of one of the plants). The items referred to in this paragraph
are also included in the table of purchase and other obligations
below.

Purchase and other
obligations

The table below summarises the Group
companies contractual obligations and commercial
commitments as at December 31, 2002.

|                                     |  |           |      |  |           |  |       |             |  |           |             |  |  |         |     |  |  |  |      | 
|------------------------------------ |  | --------- | ---- |  | --------- |  | ----- | ----------- |  | --------- | ----------- |  |  | ------- | --- |  |  |  | ---- | 
|                                     |  |           |      |  |           |  |       |             |  | $ billion |            
|                                    
|                                    
|                                     |  | Less than |      |  |           |  | After |            
|                                     |  | 1 year    |      |  | 2-3 years |  |       | 4-5 years   |  |           | 5 years     | 
|Contractual Obligations              |  | Total     |      |  | (2003)    |  |       | (2004/2005) |  |           | (2006/2007) |  |  | (>2007) |    
|                                    
|                                    
|Long term debta                      |  |           | 8.5  |  |           |  | 2.2   |             |  |           | 2.1         |  |  |         | 3.4 |  |  |  | 0.8  | 
|Leasing arrangements                 |  |           | 9.4  |  |           |  | 2.0   |             |  |           | 2.1         |  |  |         | 1.3 |  |  |  | 4.0  | 
|Long term purchase obligations       |  |           | 3.6  |  |           |  | 0.3   |             |  |           | 0.5         |  |  |         | 0.5 |  |  |  | 2.3  | 
|Long term power capacity obligations |  |           | 6.9  |  |           |  | 0.2   |             |  |           | 0.6         |  |  |         | 0.7 |  |  |  | 5.4  | 
|Other long term liabilities          |  |           | 6.1  |  |           |  |      |             |  |           | 3.7         |  |  |         | 1.5 |  |  |  | 0.9  | 
|                                    
|Total                                |  |           | 34.5 |  |           |  | 4.7   |             |  |           | 9.0         |  |  |         | 7.4 |  |  |  | 13.4 | 
|                                    



|  |                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|a | Comprised of $6.8 billion as disclosed on
    the Group balance sheet, plus long term debt due within one
    year, less capitalised lease payments.

Please also refer to Notes 15, 16 and 18 of the
Group Financial Statements for additional detail. In addition to
the amounts presented in above table, pension fund contributions
for 2003 are expected to be approximately $1.3 billion.



58 Discussion
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OTHER MATTERS

Risk management and internal control

The Groups approach to internal control is
based on the underlying principle of line managements
accountability for risk and control management. The Groups
risk and internal control policy explicitly states that the
Group has a risk-based approach to internal control and that
management in the Group is responsible for implementing,
operating and monitoring the system of internal control, which
is designed to provide reasonable but not absolute assurance of
achieving business objectives.


The Groups approach to internal control
includes a number of general and specific risk management
processes and policies. Within the essential framework provided
by the Statement of General Business Principles, the
Groups primary control mechanisms are self-appraisal
processes in combination with strict accountability for results.
These mechanisms are underpinned by established Group policies,
standards and guidance material that relate to particular types
of risk; structured investment decision processes, timely and
effective reporting systems and performance appraisal.

Examples of specific risk management mechanisms
include:



|  |                                                                                                                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | regular review of significant risks by the
    Committee of Managing Directors and the Conference (meetings
    between the members of the Supervisory Board and the Board of
    Management of Royal Dutch and the Directors of Shell Transport);                              
| 
| | a common health, safety and environment (HSE)
    policy, a common requirement for HSE management systems, and
    external certification of the environmental component of such
    systems for major installations;                                                           
| 
| | a financial control handbook that establishes
    standards for the application of internal financial controls;                                                                                                                                                                 
| 
| | arrangements for the management of property,
    liability and treasury risks; and                                                                                                                                                                                              
| 
| | a business control incident reporting process
    that enables monitoring and appropriate follow-up actions for
    incidents arising as a result of control breakdowns. Lessons
    learned from these incidents are used to improve the
    Groups overall control framework.

A formalised self-appraisal and assurance letter
process is in place. Annually the management of every business
unit provides assurance as to the adequacy of governance
arrangements, risk and internal control management, HSE
management, financial controls and reporting, treasury
management, brand management and information management. Country
Chairs also provide assurance regarding compliance with the
Statement of General Business Principles and other important
topics; as part of this process business integrity concerns or
instances of bribery or illegal payments are to be reported.
Assurance letter results including any material qualifications
are reviewed by the GAC and support representations made to the
external auditors.

In addition to these structured self-appraisals,
the assurance framework relies upon objective appraisals by
internal audit. The results of internal audits risk-based
reviews of Group operations provide the GAC with an independent
view regarding the effectiveness of risk and control management
systems.

These established review, reporting and assurance
processes enable the Conference to regularly consider the
overall effectiveness of the system of internal control and to
perform a full annual review of the systems effectiveness.

Taken together, these processes and practices
provide confirmation to the Group Holding Companies that
relevant policies are adopted and procedures implemented with
respect to risk and control management.

As discussed below under Controls and
Procedures, the Parent Companies have determined, based
largely on the investigation and report to the GAC, that there
were deficiencies and material weaknesses in the internal
controls relating to proved reserve bookings and disclosure
controls that allowed volumes of oil and gas to be improperly
booked and maintained as proved reserves, which also had an
effect on the financial statements.

Property and liability risks

The Groups Operating Companies insure
against most major property and liability risks with the
Groups captive insurance companies. These companies
reinsure part of their major catastrophe risks with a variety of
international insurers. The effect of these arrangements is that
uninsured losses for any one incident are unlikely to exceed
$400 million.


Treasury and trading risks

As further discussed in Note 28 to the Group
Financial Statements, Group companies, in the normal course of
their business, use financial instruments of various kinds for
the purposes of managing exposure to currency, commodity price
and interest rate movements.


The Group has Treasury Guidelines applicable to
all Group companies and each Group company is required to adopt
a treasury policy consistent with these guidelines. These
policies cover financing structure, foreign exchange and
interest rate risk



Discussion and Analysis of Financial Condition
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management, insurance, counterparty risk
management and derivative instruments, as well as the treasury
control framework. Wherever possible, treasury operations are
operated through specialist Group regional organisations without
removing from each Group company the responsibility to formulate
and implement appropriate treasury policies.


Each Group company measures its foreign currency
exposures against the underlying currency of its business (its
functional currency), reports foreign exchange gains
and losses against its functional currency and has treasury
policies in place which are designed to manage foreign exchange
exposure so defined. The functional currency for most upstream
companies and for other companies with significant international
business is the US dollar, but other companies normally have
their local currency as their functional currency.

The financing of most Operating Companies is
structured on a floating-rate basis and, except in special
cases, further interest rate risk management is discouraged.

Apart from forward foreign exchange contracts to
meet known commitments, the use of derivative financial
instruments by most Group companies is not permitted by their
treasury policy.

Specific Group companies have a mandate to
operate as traders in crude oil, natural gas, oil products and
other energy related products, using commodity swaps, options
and futures as a means of managing price and timing risks
arising from this trading. In effecting these transactions, the
companies concerned operate within procedures and policies
designed to ensure that risks, including those relating to the
default of counterparties, are minimised.

Other than in exceptional cases, the use of
external derivative instruments is generally confined to
specialist oil and gas trading and central treasury
organisations which have appropriate skills, experience,
supervision and control and reporting systems.

Supplementary information on derivatives and
other financial instruments and derivative commodity instruments
is given on pages G62 to G74 of this report.

Pension funds

The estimated actuarial valuation of the
Groups four main pension funds in aggregate at end 2002
shows a modest surplus of assets over liabilities. This
actuarial valuation, rather than the Group accounting policy
FAS 87 measure (Note 20 to the Group Financial
Statements), is the basis on which the funds trustees
steer the funds and define the required contributions from the
member companies.


Environmental and decommissioning
costs

Group companies are present in over 145 countries
and territories throughout the world and are subject to a number
of different environmental laws, regulations and reporting
requirements. It is the responsibility of each Group company to
implement a health, safety and environmental management system
that is suited to its particular circumstances.


The costs of prevention, control, abatement or
elimination of releases into the air and water, as well as the
disposal and handling of wastes at operating facilities, are
considered to be an ordinary part of business. As such, these
amounts are included within operating expenses. An estimate of
the order of magnitude of amounts incurred in 2002 for Group
companies, based on allocations and managerial judgement, is
$1.1 billion (2001: $0.6 billion).

Expenditures of a capital nature to limit or
monitor hazardous substances or releases include both remedial
measures on existing plants and integral features of new plants.
Whilst some environmental expenditures are discrete and readily
identifiable, others must be reasonably estimated or allocated
based on technical and financial judgements which develop over
time. Consistent with the preceding, estimated environmental
capital expenditures made by companies with major capital
programmes during 2002 were $0.8 billion (2001:
$0.4 billion). Those Group companies are expected to incur
environmental capital costs of at least $0.8 billion during
both 2003 and 2004.

It is not possible to predict with certainty the
magnitude of the effect of required investments in existing
facilities on Group companies future earnings, since this
will depend amongst other things on the ability to recover the
higher costs from customers and through fiscal incentives
offered by governments.

Nevertheless, it is anticipated that over time
there will be no material impact on the total of Group
companies earnings. These risks are comparable to those
faced by other companies in similar businesses.

At the end of 2002, the total liabilities being
carried for environmental clean-up were $797 million (2001:
$454 million). In 2002, there were payments of
$139 million and increases of provisions of
$120 million. Provisions being carried for expenditures on
decommissioning and site restoration, including oil and gas
platforms, amounted to $3,528 million (2001:
$2,615 million).



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Employees

Overall, the number of employees in the Group has
increased by over 25% during 2002 primarily as a result of the
acquisitions in the Oil Products business (Equilon,
Pennzoil-Quaker State and DEA). Further increases resulted from
the consolidation of former associate companies, the start-up of
new operations and from business expansion. These were only
partially offset by the conversion of certain retail operations
to an agency basis. Further streamlining across the Group will
continue, due to the integration of acquisitions and the ongoing
restructuring of companies across the Group.


Research and development costs

The Groups research and development
(R&D) programmes are designed to enable the Group to reduce
costs and improve operations. Total R&D expenses for 2002
were $472 million, compared with $387 million for 2001.


International Financial Reporting
Standards

Under a 2002 EU Regulation, publicly-listed
companies will be required to prepare consolidated financial
statements in accordance with International Financial Reporting
Standards (IFRS) from 2005. The Groups IFRS implementation
project is on target to meet this requirement. At June 2004
the impact cannot be determined, as there are a number of
decisions and choices still to be made as a first time adopter
of IFRS.


The Group expects to follow the Committee of
European Securities Regulators recommendations regarding
disclosures during the period leading up to publication of the
2005 financial statements, including impact analysis in the 2004
financial statements and quarterly information in accordance
with IFRS during 2005.

Cautionary statement

This discussion and Analysis of Financial
Condition and Results of Operations and other sections of this
Amendment No. 1 contain forward-looking statements that are
subject to risk factors associated with the oil, gas, power,
chemicals, power generation and renewables businesses. It is
believed that the expectations reflected in these statements are
reasonable, but they may be affected by a variety of variables
which could cause actual results or trends to differ materially,
including, but not limited to: price fluctuations, actual
demand, currency fluctuations, drilling and production results,
reserve estimates, loss of market, industry competition,
environmental risks, physical risks, the risks of doing business
in developing countries, legislative, fiscal and regulatory
developments, economic and financial market conditions in
various countries and regions, political risks, project delay or
advancement, approvals and cost estimates.


CRITICAL ACCOUNTING ESTIMATES

In order to prepare the Group Financial
Statements in conformity with generally accepted accounting
principles in the Netherlands and the United States, management
of the Group has to make estimates and judgements. The matters
described below are considered to be the most critical in
understanding the judgements that are involved in preparing the
Group Financial Statements and the uncertainties that could
impact the amounts reported on the results of operations,
financial condition and cash flows. Accounting policies are
described in Note 3 to the Group Financial Statements.

Estimation of oil and gas reserves

Oil and gas reserves are key elements in the
Groups investment decision-making process. They are also
an important element in testing for impairment. Changes in
proved oil and gas reserves will also affect the standardised
measure of discounted cash flows presented in our
Supplementary Information  Oil and Gas
(unaudited) and changes in proved oil and gas reserves,
particularly developed reserves, will affect unit-of-production
depreciation charges to income.


Proved oil and gas reserves are the estimated
quantities of crude oil, natural gas and natural gas liquids
which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating
conditions, i.e., prices and costs as of the date the estimate
is made. Proved developed reserves are reserves that can be
expected to be recovered through existing wells with existing
equipment and operating methods. Estimates of oil and gas
reserves are inherently imprecise, require the application of
judgement and are subject to future revision. Accordingly,
financial and accounting measures (such as the standardised
measure of discounted cash flows, depreciation, depletion and
amortisation charges, and decommissioning provisions) that are
based on proved reserves are also subject to change.

Proved reserves are estimated by reference to
available reservoir and well information, including production
and pressure trends for producing reservoirs and, in some cases,
subject to definitional limits, to similar data from other
producing reservoirs. Proved reserves estimates are attributed
to future development projects only where there is a significant
commitment to project funding and execution and for which
applicable governmental and regulatory approvals have been
secured or are reasonably certain to be secured. Furthermore,
estimates of proved reserves only include volumes for which
access to market is assured with reasonable certainty. All
proved reserve estimates are subject to revision, either upward
or downward, based on new information, such as



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from development drilling and production
activities or from changes in economic factors, including
product prices, contract terms or development plans. In general,
changes in the technical maturity of hydrocarbon reserves
resulting from new information becoming available from
development and production activities have tended to be the most
significant cause of annual revisions.


In general, estimates of reserves for undeveloped
or partially developed fields are subject to greater uncertainty
over their future life than estimates of reserves for fields
that are substantially developed and depleted. As a field goes
into production, the amount of proved reserves will be subject
to future revision once additional information becomes available
through, for example, the drilling of additional wells or the
observation of long-term reservoir performance under producing
conditions. Some of our Deepwater Gulf of Mexico proved
undeveloped reserves may not have had a production flow test to
surface. In such situations, we have used other technologies
that we believe are reliable to establish economic
producibility. As those fields are further developed, new
information may lead to revisions.

As announced on January 9, 2004,
March 18, 2004, and April 19, 2004, the Group reviewed
its proved reserves inventory (with the assistance of external
consultants) during the period from late 2003 to April 2004.
This review lead to the Reserves Restatement described herein.
As at December 31, 2002, after giving effect to the
Reserves Restatement, the proportion of the Groups total
proved reserves that was categorised as proved developed
reserves was 56%, the remaining 44% being proved undeveloped
reserves.

As noted above, changes in the estimated amounts
of proved reserves can have a significant impact on the
standardised measure of discounted cash flows presented under
Supplementary information  Oil and Gas
(unaudited) beginning on page G50. The Reserves
Restatement resulted in a 9% reduction in the standardised
measure at end 2002. Apart from the effects of the Reserves
Restatement, however, revisions to proved reserves have had a
relatively modest impact on standardised measure compared to
changes in prices and costs, sales and transfers and income tax.
A summary of changes to the standardised measure is given on
page G60.

Changes to our estimates of proved reserves,
particularly proved developed reserves, also affect the amount
of depreciation, depletion and amortisation recorded in our
financial statements for fixed assets related to hydrocarbon
production activities. These changes most often result from
production and revisions. However, the Reserves Restatement also
affected proved developed reserves. A reduction in proved
developed reserves will increase depreciation, depletion and
amortisation charges (assuming constant production) and reduce
net income.

Although the possibility exists for changes in
reserves to have a critical effect on depreciation, depletion
and amortisation charges and, therefore, net income, it is
expected that in the normal course of business the diversity of
the Shell portfolio will constrain the likelihood of this
occurring. In 2002, after giving effect to the Reserves
Restatement, revisions equaled 2% of the proved developed
reserves of Group companies.

The Reserves Restatement resulted in a 3% change
in total Exploration and Production depreciation, depletion and
amortisation charges (excluding impairments) in 2002, because
approximately 88% of the affected reserves had been in the
proved undeveloped category, which does not affect this
calculation.

Recoverability of assets

For oil and gas properties with no proved
reserves, the capitalisation of exploration costs and the basis
for carrying those costs on the balance sheet are explained in
Note 3 to the Group Financial Statements. For properties with
proved reserves, the carrying amounts of major fixed assets are
reviewed for possible impairment annually, while all assets are
reviewed whenever events or changes in circumstances indicate
that the carrying amounts for those assets may not be
recoverable. If assets are determined to be impaired, (i.e. the
estimated undiscounted cash flows related to such assets are
less than the carrying amounts of such assets) the carrying
amounts of those assets are written down to fair value, usually
determined as the amount of estimated discounted future cash
flows. For this purpose, assets are grouped based on separately
identifiable and largely independent cash flows. Impairments can
also occur when decisions are taken to dispose of assets.


Estimates of future cash flows are based on
management estimates of future commodity prices, market supply
and demand, product margins and, in the case of oil and gas
properties, the expected future production volumes. Other
factors that can lead to changes in estimates include
restructuring plans and variations in regulatory environments.
Expected future production volumes, which include both proved
reserves as well as volumes that are expected to constitute
proved reserves in the future, are used for testing asset
recoverability because the Group believes this to be the most
appropriate measure of expected future cash flows, used as a
measure of fair value. Estimates of future cash flows are risk
weighted and consistent with those used in Group companies
business plans. A discount rate based on the Groups risk
free rate is used in impairment testing, adapted where required
to specific local circumstances. Changes in the discount rate
can result from inflation rates, individual country risks and
currency risks. The Group reviews the discount rate to be
applied on an annual basis but the risk free rate has been
stable in recent years.



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Asset impairments have the potential to
significantly impact net income. For example, in recent years
there have been significant impairment charges in 1998
($3,013 million pre-tax) and in 2000 ($1,785 million
pre-tax). The changes in estimates that most precipitated those
impairments were in relation to future commodity prices or
margins and portfolio transactions. In particular the longer
term assumption for oil price was revised from $18 per
barrel in 1998 to $14 per barrel and the outlook for oil
refinery margins in Asia Pacific was reduced in 2000.
Significant portfolio transactions in the Gas & Power
segments occurred in both those years and in Chemicals in 1998.

As described above, the Group has a portfolio of
assets across a number of business lines and geographic regions.
The factors that influence estimated future cash flows from
assets also vary depending on the nature of the business
activity in which those assets are used and geographical market
conditions impacting the businesses in which assets are used.
This wide business and geographic spread is such that it is not
practicable to determine the likelihood or magnitude of
impairments under different sets of assumptions. The assumption
on future oil prices is higher than in 1998 and tends to be
stable because the Group does not consider short-term increases
or decreases in prices as being indicative of long term levels.
At the end of 2002 the estimated oil and gas prices used for
asset recoverability testing were lower than prices prevailing
in the market at that time.

Provisions and liabilities

Provisions are recognised for the future
decommissioning and restoration of oil and gas production
facilities and pipelines at the end of their economic lives. The
estimated cost is provided over the life of the proved developed
reserves on a unit-of production basis. Changes in the estimates
of costs to be incurred, proved developed reserves or in the
rate of production will therefore impact net income, over the
remaining economic life of oil and gas assets.


Other provisions and liabilities are recognised
in the period when it becomes probable that there will be a
future outflow of funds resulting from past operations or events
which can be reasonably estimated. The timing of recognition
requires the application of judgement to existing facts and
circumstances, which can be subject to change.

Estimates of the amounts of provisions and
liabilities recognised are based on current legal and
constructive requirements, technology and price levels. Because
actual outflows can differ from estimates due to changes in
laws, regulations, public expectations, technology, prices and
conditions, and can take place many years in the future, the
carrying amounts of provisions and liabilities are regularly
reviewed and adjusted to take account of such changes.

As further described in Note 27 to the Group
Financial Statements, the Group is subject to claims and
actions. The facts and circumstances relating to particular
cases are evaluated in determining whether it is
probable that there will be a future outflow of
funds and, once established, whether a provision relating to a
specific litigation is sufficient. Accordingly, significant
management judgment relating to contingent liabilities is
required since the outcome of litigation is difficult to
predict. Despite this uncertainty, actual payments related to
litigation during the three years ended December 31, 2002 have
not been material to the Groups financial condition or
results of operations.

Notwithstanding the possibility of outcomes
outside expected ranges, in recent years the Groups
experience has been that estimates used in determining the
appropriate levels of provisions have been materially adequate
in anticipating actual outcomes.

A change in estimate of a recognised provision or
liability would result in a charge or credit to net income, in
the period in which the change occurs (with the exception of
decommissioning and restoration costs as described above).

Employee retirement plans

Retirement plans are provided for permanent
employees of all major Group companies and generally provide
defined benefits based on employees years of service and
average final remuneration. The plans are typically structured
as separate legal entities managed by trustees.


The amounts reported for the Groups
employee retirement plans are disclosed in Note 20 to the
Group Financial Statements, and are calculated in line with
Statement of Financial Accounting Standards No. 87
(FAS 87). These calculations require assumptions to be made
of future outcomes, the principal ones being in respect of
increases in remuneration and pension benefit levels, the
expected long-term return on plan assets and the discount rate
used to convert future cash flows to current values. The
assumptions used vary for the different plans as they are
determined in consultation with independent actuaries in the
light of local conditions. The assumptions are reviewed
annually. Expected rates of return on plan assets are calculated
based on a projection of real long-term bond yields and an
equity risk premium which are combined with local inflation
assumptions and applied to the actual asset mix of each plan.
The amount of the expected return on plan assets is calculated
using the expected rate of return for the year and the
market-related value at the beginning of the year. Discount
rates used to calculate year-end liabilities are based on
prevailing AA long-term corporate bond rates at year end.
Weighted average values for the assumptions used are contained
in Note 20 to the Group Financial Statements and have remained
relatively constant over the last three years.



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Pension cost under FAS 87 primarily represents
the increase in actuarial present value of the obligation for
benefits based on employee service during the year and the
interest on the obligation in respect of employee service in
previous years, net of the expected return on plan assets. The
FAS 87 calculations are sensitive to changes in the underlying
assumptions. A change of 1% in the expected rate of return on
plan assets would result in a change in pension cost charged to
income of approximately $450 million (pre-tax) per annum.
FAS 87 generally reduces income volatility because
unexpected changes in the amounts of plan assets and liabilities
(actuarial gains and losses) are amortised over the
average remaining employee work life.

The trustees manage the pension funds and set the
required contributions from Group companies based on independent
actuarial valuation rather than the FAS 87 measures.



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Control and Procedures




---






As of the end of the period covered by this
Amendment No.1, the management of each of the Parent Companies
(with the participation in the case of Royal Dutch of its
President and Managing Director and the Acting Group Chief
Financial Officer and, in the case of Shell Transport its
Managing Director and the Acting Group Chief Financial Officer)
conducted an evaluation pursuant to Rule 13a-15 promulgated
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), of the effectiveness of the design and operation
of the disclosure controls and procedures of the Parent
Companies and the Group. Based on this evaluation, the President
and Managing Director of Royal Dutch, the Managing Director of
Shell Transport and the Acting Group Chief Financial Officer
concluded that, except as described below under
Deficiencies Relating to Reserves Reporting, as of
the end of the period covered by this Amendment No.1, such
disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed
by each of the Parent Companies in reports they file or submit
under the Exchange Act is recorded, processed, summarised and
reported, within the time periods specified in the rules and
forms of the Securities and Exchange Commission.

Except as described below, there has not been any
change in the internal controls over financial reporting of the
Group or either Parent Company that occurred during the period
covered by this Amendment No.1, that has materially affected, or
is reasonably likely to affect, such internal controls over
financial reporting.

Investigation and Report to the Group Audit
Committee; Management Changes

Following the January 9, 2004 announcement
of the reserves recategorisation, the Group Audit Committee
(GAC) appointed Davis Polk & Wardwell to lead an independent
review of the facts and circumstances surrounding the
recategorisation, and to report its findings and any proposed
remedial actions to the GAC for its consideration. That report,
dated March 31, 2004, was presented to the GAC and
subsequently to the Supervisory Board of Royal Dutch and
non-executive directors of Shell Transport. The report was
accepted in full by the GAC on April 15, 2004 and by the
members of the Supervisory Board of Royal Dutch and the
non-executive directors of Shell Transport (the Parent Company
Boards) on April 16, 2004.


Following an interim report to the GAC dated
March 1, 2004, which was presented to the Parent Company
Boards on March 2, 2004, Sir Philip Watts, Chairman of the
Committee of Managing Directors and Mr. Walter Van de
Vijver, Chief Executive of Exploration and Production, submitted
their resignations on March 3, 2004 from all director and
officer positions within the Group and the Parent Companies.
Following acceptance of the final report to the GAC by the
members of the Supervisory Board of Royal Dutch and the
non-executive Directors of Shell Transport. Judith Boynton
resigned from her position as Group Chief Financial Officer,
Group Managing Director and Executive Director of Shell
Transport on April 18, 2004.

Jeroen van der Veer, President and Managing
Director of Royal Dutch, has succeeded
Sir Philip Watts as Chairman of the Groups
Committee of Managing Directors; Lord Oxburgh has been appointed
non-executive Chairman of Shell Transport and Chairman of
Conference; and Malcolm Brinded has been appointed Chief
Executive of Exploration and Production, a Director of Shell
Transport and Vice Chairman of the Committee of Managing
Directors. Mr. Brinded has resigned from his position as a
Managing Director of Royal Dutch; he remains Chief Executive of
Gas & Power. Tim Morrison, currently Group Controller,
has also been appointed Acting Chief Financial Officer. On
June 23, 2004, Peter Voser was appointed Group Chief
Financial Officer and a Director of Shell Transport with effect
from October 4, 2004.

Deficiencies relating to reserves
reporting

As described in greater detail elsewhere herein,
this Amendment No.1 gives effect to the Reserves Restatement and
the Financial Restatement. In connection with the Reserves
Restatement, Royal Dutch and Shell Transport have determined,
based largely upon the investigation and report to the GAC, that
there were deficiencies and material weaknesses in the internal
controls relating to proved reserves bookings and disclosure
controls that allowed volumes of oil and gas to be improperly
booked and maintained as proved reserves. The inappropriate
booking of certain proved reserves had an effect on the
financial statements, mainly understating depreciation,
depletion and amortisation. To eliminate the effects on the
financial statements of the inappropriate reserves bookings,
Royal Dutch and Shell Transport elected to make the Financial
Restatement. The identified deficiencies and material weaknesses
relating to the booking of proved reserves consist of the
following:




|  |                                                                                                                                                                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Groups guidelines for booking proved
    reserves were inadequate in several respects, including
    (i) containing inconsistencies with the SECs rules
    and published guidance relating to proved reserves and (ii)
    failing to clearly and sufficiently impart these requirements
    and guidance to users of the guidelines.
| 
| | There was a lack of appropriate resources and a
    confusion of roles and responsibilities with respect to the
    Group Reserves Coordinator and the Group Reserves Auditor.                                                                                                                                                              
| 
| | The Groups Committee of Managing Directors
    and the Parent Company Boards were not provided with appropriate
    information to inform disclosure judgements.                                                                                                                                                                           



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|  |                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | There were weaknesses in the finance function
    whereby the Chief Financial Officers of the businesses did not
    have direct reporting responsibility to the Group Chief
    Financial Officer.           
| 
| | There were unclear lines of responsibility for
    booking proved reserves.                                                                                                                                   
| 
| | There was a lack of understanding at various
    levels of the Group of the meaning and importance of disclosure
    obligations under the SECs rules and published guidance
    relating to proved reserves.
| 
| | There was a control environment that did not
    emphasise the paramount importance of the compliance element of
    proved reserves decisions.                                                               

Remedial Actions

To address the weaknesses in the controls
relating to reserves bookings identified above, the Parent
Companies and the Group have implemented a number of remedial
actions. Beginning in March 2004, the Group conducted an
extensive special review of the global reserves portfolio with
the assistance of external reserve consultants, Ryder Scott
Company (See Supplementary information  Oil and
Gas (unaudited)). The Parent Companies and the Group have
also effected the management changes described above under
Investigation and Report to Group Audit Committee;
Management Changes. In addition, as discussed in the
report to the GAC, the following remedial actions have also been
taken or are proposed to be taken:




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Global Reserves
    Committee.In 2003, the Group
    established the Global Exploration and Production Reserves
    Committee (the Reserves Committee) in order to improve
    consistency of standards and their application across the
    Groups operations globally and strengthen the oversight of
    the process for approving the booking of proved reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
| | Group Reserves
    Guidelines.The Groups
    guidelines for booking proved reserves are being revised with
    the assistance of independent petroleum engineers and counsel to
    conform fully these guidelines with applicable SEC rules and
    guidance, clarify the criteria for booking and de-booking of
    proved reserves (and the distinctions between regulatory
    requirements and the Groups internal reserves
    classifications) and improve their utility for all users. It is
    expected that future revisions of the guidelines will occur only
    as necessary and as early as possible in the year to allow
    engineers to understand the implications well in advance of the
    submission of reserves volumes at year-end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| 
| | Overhaul of the office of Group Reserves
    Co-ordinator.Given the technical and
    compliance elements of reserves determinations, the Group
    Reserves Co-ordinator will no longer report to business planning
    or strategy executives in Exploration and Production but rather
    to the Director of Technology. More staff will be employed to
    resource the vital function of the Group Reserves Co-ordinator
    who will also regularly use independent petroleum engineers as
    deemed necessary, including for the systematic training of
    engineers in the field. The Group Reserves Co-ordinator will be
    responsible for the revision and ongoing maintenance and
    application of the Groups Guidelines, and as such will be
    responsible for identifying and resolving difficult areas of
    interpretation with the Reserves Committee and the Group
    Reserves Auditor as well as for identifying training needs and
    facilitating training sessions from both a technical and
    regulatory perspective. The Group Reserves Coordinator will also
    have an obligation to liaise with internal legal staff on
    disclosure judgments on the basis of technical compliance and/or
    materiality.
| 
| | Overhaul of the office of Group Reserves
    Auditor.More staff will also be
    dedicated to the Group Reserve Auditor function so that the
    audit cycle of the Groups reserves can be made more
    frequent and each audit can be made more rigorous. The Group
    Reserves Auditor and his or her staff will now report to the
    Group Chief Internal Auditor to increase the independence of the
    Group Reserves Auditor function. The Group Reserves Auditor will
    also regularly use independent external petroleum engineers to
    complement and develop in-house expertise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Clarification of roles and responsibilities of
    the Group Reserves Auditor and the Group Reserves
    Coordinator.The roles of the Group
    Reserves Auditor and Group Reserves Coordinator have been
    redefined to make clear that they must retain a respectful
    separation and independence so as to allow the Group Reserves
    Auditor to challenge the Group Reserves Coordinator and
    Exploration and Production reserve booking decisions more
    effectively as parts of the Group internal audit function.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Removal of reserves from
    scorecards.Reserves bookings have
    been removed from performance scorecards (used internally to
    gauge the performance of the Groups businesses against
    identified goals for purposes of management evaluation and for
    calculating management bonuses) of individuals associated with
    the reserves assurance process, including senior executives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| | Improved visibility and accounting of reserves
    issues by senior management and
    Directors.The Groups Committee
    of Managing Directors will collectively approve the reserve
    bookings and de-bookings taken by Exploration and Production.
    Following this approval, a review of the overall outcome will be
    considered by the GAC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Enhanced accountability of Business CFOs to
    the Group CFO.The Chief Financial
    Officers of the businesses now report directly to the Group
    Chief Financial Officer. This reorganisation is designed to
    improve the ability of the Group Chief Financial Officer to have
    effective oversight of financial issues relating to the business
    units. It will also enable the Group Chief Financial Officer, in
    turn, to inform colleagues and directors of important disclosure
    issues, as required.
| 
| | Strengthening of Line Responsibilities for
    Reserve Reporting.The line
    authorities and accountabilities for reserve reporting are being
    reinforced as follows:                                                                                                                                                                                                                                                                                                                                                     



| |   |                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | clarifying that the local Chief Reservoir
    Engineer is responsible for ensuring that reserves bookings and
    de-bookings are compliant with SEC rules and requiring that any
    booking and de-booking decisions are only made with appropriate,
    auditable documentation and after completion of the appropriate
    challenge processes;
|
| |  | placing business and financial responsibility on
    the local Chief Executive Officer and Chief Financial Officer,
    respectively, for the decisions of their Chief Reservoir
    Engineer;                                                                                                                                                     
|
| |  | clarifying that ultimate responsibility for
    booking and de-booking decisions rests with the Chief Financial
    Officer of Exploration and Production and the Director of
    Technology of Exploration and Production, working together with
    the Group Reserves Coordinator;                                                              
|
| |  | providing for the endorsement of these decisions
    by the Groups Committee of Managing Directors; and                                                                                                                                                                                                                                           



| |  |                                            
| |  | -------------------------------------------
| |  |  finally, providing for review by the GAC.



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Enhancement of the Legal
    Function.To improve the ability of
    the senior management to benefit from appropriate legal advice,
    provision has been made for the Group Legal Director to have the
    ability to attend meetings of the Groups Committee of
    Managing Directors, the Conference and the Parent Company
    Boards. Similarly, the General Counsel of the various
    businesses, who attend the executive committee meetings of those
    businesses, have been expressly given the task of identifying
    disclosure issues for consideration at a higher level. All
    lawyers at the Group level and the Parent Companies, including
    the Corporate Secretaries of the Parent Companies, now report to
    the Group Legal Director, except to the extent inappropriate
    under applicable legal and fiduciary requirements. The legal
    function has been given responsibility for actively identifying
    training needs in areas of disclosure, reporting obligations and
    corporate governance and devise training programs to address
    those needs.
| 
| | Enhancement of the Disclosure
    Committee.The Groups existing
    Disclosure Committee has been enhanced to require that the Group
    Legal Director be a member. The Disclosure Committee has also
    been given quarterly access to the Groups Committee of
    Managing Directors to assess the adequacy of disclosures and
    ensure the awareness and approval of the Groups Committee
    of Managing Directors of those disclosures. In carrying out its
    responsibility to ensure accuracy, completeness and consistency
    with other disclosures, the Disclosure Committee will be asked
    to provide a second level of control over the substantive
    content of disclosures.                                                                                                                                                                                                                                                                                                                                                                                              
| 
| | Reduction of Job
    Rotation.The Group will examine the
    tenure of individuals in key functions. While it is important
    for numerous reasons to expose people to different experiences
    within the Group, it is accepted that the period of rotation of
    certain positions should be extended and, upon rotation,
    complete and detailed handover notes should form the basis for a
    formal transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
| | Document Retention
    Policy.A consistent policy is being
    prepared to be put into place. Following implementation, this
    policy will be widely disseminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
| | Promoting Communication and
    Compliance.Group-wide communications
    programs are being planned in which the Groups senior
    management will emphasize to all employees that integrity and
    compliance concerns must be raised with the internal audit or
    legal functions, and must be investigated thoroughly and openly,
    regardless of who is involved. This policy will be communicated
    forcefully and frequently. Moreover, a working group of senior
    executives has been formed to evaluate ways to enhance the
    effectiveness of the Groups compliance efforts and to
    promote consistent communication of compliance requirements
    throughout the Group.                                                                                                                                                                                                                                                                                                                                                                                                   

2004 Disclosure Controls
Review

Subsequent to the January 9, 2004
announcement of the reserves recategorisation, and under the
sponsorship of the Group Disclosure Committee, a review of the
control framework in relation to corporate disclosure processes
was conducted by Group internal audit. The preliminary results
of this review identified areas for improvement, including with
respect to strengthening and increasing the formalisation of the
existing framework, and are consistent with a number of the
remedial actions arising out of the independent review described
above. The outcome of this internal review will be considered by
both the Group Disclosure Committee and the GAC, to ensure
integrated implementation of agreed actions.




Discussion and Analysis of Financial Condition
and Results of Operations      67




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20-F/A (Amendment No. 1) 2002




---





---



Royal Dutch Petroleum Company




---









CONTROL OF REGISTRANT

Royal Dutch is not directly or indirectly owned
or controlled by another corporation or by any government.


Ordinary shares and priority shares

The General Meeting of Shareholders held on
May 16, 2002, adopted a resolution to redenominate the
nominal (par) value of the priority and ordinary shares from
guilders into euro. The new nominal (par) value of the priority
shares is 448
each and of the ordinary shares
0.56 each. The
rights of the holders of the ordinary shares have not been
impaired. Of Royal Dutchs outstanding ordinary shares,
with a nominal (par) value of
0.56 each,
approximately 73.5% is in bearer form; the remainder is
registered. As at March 3, 2003, no interests had been
notified to the Company in 5% or more of the Companys
issued ordinary share capital. As at the same date the Directors
and officers of Royal Dutch owned in aggregate (including shares
under option) less than 1% of the ordinary share capital of
Royal Dutch. See Management  Share
Ownership on page 75.


Royal Dutch has 1,500 priority shares
outstanding. Each of the members of the Supervisory Board and
each Managing Director is the holder of six priority shares.
Taken together, the members of the Supervisory Board and the
Managing Directors hold 66 priority shares. The other 1,434
priority shares were held, as at March 3, 2003, by the
Royal Dutch Priority Shares Foundation. The Board of the
Foundation consists of all the members of the Supervisory Board
and the Managing Directors of Royal Dutch. The important special
rights attaching to these shares are as follows:



|  |                                                                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | determining of the number of members of the
    Supervisory Board and the number of Managing Directors, provided
    that the Supervisory Board should consist of at least five
    members and the Board of Management of at least two members;
| 
| | drawing-up of a binding nomination consisting of
    two persons for filling vacancies on the Supervisory Board and
    the Board of Management;                                                                                                
| 
| | granting of consent required for amendment of the
    Articles of Association or for dissolution of Royal Dutch;                                                                                                                                
| 
| | granting of consent required for the assignment
    of priority shares.                                                                                                                                                                         

The above-mentioned rights are exercised by the
meeting of holders of priority shares. At this meeting one vote
may be cast for each priority share, but no one may cast more
than six votes in all.

NATURE OF TRADING MARKET

The principal trading markets for the ordinary
shares of Royal Dutch are the stock exchanges in Amsterdam and
New York. Royal Dutch ordinary shares are also listed on stock
exchanges in Austria, Belgium, France, Germany, Luxembourg,
Switzerland and the United Kingdom.


Royal Dutch ordinary shares are issuable in
bearer or registered form.

Royal Dutch shares of New York Registry may be
transferred on the books of Royal Dutch and exchanged for bearer
shares, for shares of Hague Registry or for shares of New York
Registry of other denominations at JPMorgan Chase Bank (c/o
JPMorgan Service Center, PO Box 43013, Providence, RI
02940-3013) as Transfer Agent and Registrar. The Transfer Agent
maintains drop facilities at the offices of
Securities Transfer and Reporting Services (STARS),
100 William Street, Galleria, New York, NY 10038,
where stock certificates and related instruments may be received
and redelivered. Besides being listed and traded on the New York
Stock Exchange, Royal Dutch shares of New York Registry are also
admitted to unlisted trading privileges on the following stock
exchanges: Boston, Cincinnati, Midwest, Pacific and Philadelphia.

Royal Dutch ordinary shares other than those of
New York Registry are predominantly in bearer form.

At March 3, 2003, there were outstanding
522,321,706 shares of New York Registry representing
approximately 24.9% of the ordinary share capital of Royal
Dutch, held by approximately 19,000 holders of record.

The following tables set forth the high and low
prices for Royal Dutch
0.56 par value
ordinary shares on Euronext Amsterdam and for Royal Dutch shares
of New York Registry on the New York Stock Exchange for the
periods specified:

|       |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|------ |  | --------- | ----- |  | -------------- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|      
|      
|       |  |           |       | 
|       |  | Euronext  |       |  | New York       | 
|       |  | Amsterdam |       |  | Stock Exchange | 
|       |  |           |       | 
|       |  | High      |       |  | Low            |  |       | High |  |  | Low   | 
|Period |  |          |       |  |               |  |       | $    |  |  | $     | 
|      
|      
|1998   |  |           | 56.95 |  |                |  | 36.57 |      |  |  | 60.38 |  |  |  | 39.75 | 
|1999   |  |           | 64.10 |  |                |  | 34.90 |      |  |  | 67.38 |  |  |  | 39.56 | 
|2000   |  |           | 75.90 |  |                |  | 51.51 |      |  |  | 65.69 |  |  |  | 50.44 | 
|2001   |  |           | 73.48 |  |                |  | 43.72 |      |  |  | 64.15 |  |  |  | 39.75 | 
|2002   |  |           | 63.20 |  |                |  | 39.21 |      |  |  | 57.30 |  |  |  | 38.60 | 
|      



68 Royal
Dutch Petroleum Company




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20-F/A (Amendment No. 1) 2002




---



|            |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|----------- |  | --------- | ----- |  | -------------- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|           
|           
|            |  |           |       | 
|            |  | Euronext  |       |  | New York       | 
|            |  | Amsterdam |       |  | Stock Exchange | 
|            |  |           |       | 
|            |  | High      |       |  | Low            |  |       | High |  |  | Low   | 
|Period      |  |          |       |  |               |  |       | $    |  |  | $     | 
|           
|           
|2001        |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|1st Quarter |  |           | 68.59 |  |                |  | 60.95 |      |  |  | 64.15 |  |  |  | 53.63 | 
|2nd Quarter |  |           | 73.48 |  |                |  | 59.01 |      |  |  | 62.46 |  |  |  | 53.30 | 
|3rd Quarter |  |           | 69.10 |  |                |  | 43.72 |      |  |  | 59.09 |  |  |  | 39.75 | 
|4th Quarter |  |           | 60.23 |  |                |  | 51.75 |      |  |  | 54.48 |  |  |  | 45.62 | 
|           
|2002        |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|1st Quarter |  |           | 62.80 |  |                |  | 52.50 |      |  |  | 55.48 |  |  |  | 46.62 | 
|2nd Quarter |  |           | 63.20 |  |                |  | 51.95 |      |  |  | 56.34 |  |  |  | 50.48 | 
|3rd Quarter |  |           | 58.80 |  |                |  | 39.21 |      |  |  | 57.30 |  |  |  | 38.60 | 
|4th Quarter |  |           | 46.30 |  |                |  | 40.23 |      |  |  | 44.93 |  |  |  | 39.76 | 
|           

|          |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|--------- |  | --------- | ----- |  | -------------- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|         
|         
|          |  |           |       | 
|          |  | Euronext  |       |  | New York       | 
|          |  | Amsterdam |       |  | Stock Exchange | 
|          |  |           |       | 
|          |  | High      |       |  | Low            |  |       | High |  |  | Low   | 
|Period    |  |          |       |  |               |  |       | $    |  |  | $     | 
|         
|         
|2002      |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|July      |  |           | 58.80 |  |                |  | 40.26 |      |  |  | 57.30 |  |  |  | 39.65 | 
|August    |  |           | 48.70 |  |                |  | 41.41 |      |  |  | 47.22 |  |  |  | 40.99 | 
|September |  |           | 46.43 |  |                |  | 39.21 |      |  |  | 44.98 |  |  |  | 38.60 | 
|October   |  |           | 46.30 |  |                |  | 40.23 |      |  |  | 44.75 |  |  |  | 39.76 | 
|November  |  |           | 44.90 |  |                |  | 42.00 |      |  |  | 44.93 |  |  |  | 42.13 | 
|December  |  |           | 44.41 |  |                |  | 41.00 |      |  |  | 44.50 |  |  |  | 41.80 | 
|         
|2003      |  |           |       |  |                |  |       |      |  |  |       |  |  |  |       | 
|January   |  |           | 44.58 |  |                |  | 35.86 |      |  |  | 46.88 |  |  |  | 38.91 | 
|February  |  |           | 39.44 |  |                |  | 35.32 |      |  |  | 42.09 |  |  |  | 38.26 | 
|         




ARTICLES OF ASSOCIATION

The following are brief summaries of certain
provisions of the Articles of Association of Royal Dutch and of
Dutch law. Such descriptions do not purport to be complete and
are qualified in their entirety by reference to Royal
Dutchs Articles of Association, Book 2 of the
Netherlands Civil Code and other Dutch laws. A copy of Royal
Dutchs Articles of Association translated into English is
incorporated by reference into this Amendment No.1.


General

Royal Dutch was founded in the Netherlands on
June 16, 1890 and is registered with the Commercial
Register in The Hague, the Netherlands under number 27002690.
The object of Royal Dutch, as described in Article 2 of its
Articles of Association, is the foundation of, participation in
and management and financing of limited liability and other
companies or undertakings which are engaged in one or more
branches of the oil, natural gas, chemical industry, in mining,
power generation and distribution, renewables or in one or more
other branches of business. Royal Dutch is further entitled in
general to do all that is necessary for the attainment of its
object or that is connected therewith in the widest sense.


Managing Directors and members of the
Supervisory Board

Royal Dutch is managed by a Board of Management
under the supervision of a Supervisory Board.




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | A Managing Director or member of the Supervisory
    Board shall not vote in respect of a proposal, arrangement or
    contract in which he is materially interested.                                                                                                                                                                                                                                                                                          
|   
|(b) | A Managing Director shall not vote in respect of
    any matter regarding compensation to himself or to any of the
    other Managing Directors. Each of the Managing Directors
    receives a remuneration, which shall be fixed by the Supervisory
    Board. The maximum aggregate remuneration of the members of the
    Supervisory Board is fixed by the General Meeting of
    Shareholders for division by the Supervisory Board among its
    members.
|   
|(c) | The Managing Directors are empowered to exercise
    all powers of Royal Dutch to borrow money subject to the
    authorisation of the Supervisory Board being required for
    contracting loans that will mature in more than one year.                                                                                                                                                                                                                      
|   
|(d) | Managing Directors and members of the Supervisory
    Board are not required to hold shares of Royal Dutch in order to
    be qualified.                                                                                                                                                                                                                                                                                                                       



Royal Dutch Petroleum
Company      69




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---



Rights attaching to each class of
shares

|    |                
|--- | ---------------
|(a) | Dividend rights

Under Dutch law, dividend distributions are
limited to the amount by which, prior to such distributions, net
assets exceed the aggregate of paid-up share capital and
undistributable reserves.


Annual accounts consisting of a balance sheet,
profit and loss account and notes to these documents, prepared
by the Board of Management and reflecting the reservation of
such amounts as the Board of Management, with the approval of
the Supervisory Board, determines, are to be submitted each year
by the Supervisory Board to a General Meeting of Shareholders
for approval.

Out of the profit which is available for
distribution, there shall first be distributed on each priority
share an amount equal to 4 per cent of its par value.
The balance of profit available for distribution then remaining
is distributed to the holders of ordinary shares, unless the
General Meeting of Shareholders resolves that the whole or part
of such profit be carried forward to the following year. Shares
acquired and held by Royal Dutch in its own capital are not
included in the profit distribution calculation and no
distributions are made thereon.

The Board of Management, with the approval of the
Supervisory Board, may pay interim dividends on the ordinary
shares and priority shares. On the recommendation of the Board
of Management and the Supervisory Board, the General Meeting of
Shareholders may resolve that a dividend or interim dividend on
shares shall be payable in shares of Royal Dutch.

The right to claim payment of a dividend becomes
forfeited upon the expiration of six years from the date on
which the dividend was first made obtainable, at which time it
reverts to Royal Dutch.



|    |              
|--- | -------------
|(b) | Voting rights

Pursuant to Royal Dutchs Articles of
Association, for each ordinary share with a nominal (par) value
of 0.56, one
vote may be cast at a General Meeting of Shareholders. For each
priority share with a nominal (par) value of
448 eight
hundred votes may be cast.




|    |                                         
|--- | ----------------------------------------
|(c) | Rights to share in the companys profits

Reference is made to (a) above regarding
dividend rights.




|    |                   
|--- | ------------------
|(d) | Liquidation rights

In the event of a dissolution and liquidation of
Royal Dutch, the holders of priority shares are entitled to
receive the nominal amount thereof, plus accrued dividends
thereon. The balance of the net proceeds of liquidation is to be
divided among the holders of ordinary shares in proportion to
their nominal amount.




|    |                      
|--- | ---------------------
|(e) | Redemption provisions

Neither the ordinary shares nor the priority
shares are subject to any redemption provisions.




|    |                        
|--- | -----------------------
|(f) | Sinking fund provisions

Neither the ordinary shares nor the priority
shares are subject to any sinking fund provisions under Royal
Dutchs Articles of Association or as a matter of Dutch law.




|    |                                   
|--- | ----------------------------------
|(g) | Liability to further Capital calls

Since all of the registrants issued and
outstanding ordinary shares and priority shares have been fully
paid in, Royal Dutch has no further capital calls.




|    |                          
|--- | -------------------------
|(h) | Discriminating provisions

There are no provisions under Royal Dutchs
Articles of Association or under Dutch law discriminating
against a shareholder because of his ownership of a particular
number of ordinary shares.




|    |                   
|--- | ------------------
|(i) | Pre-emptive rights

When new ordinary shares are issued, the existing
holders of ordinary shares shall have a pre-emptive right in
proportion to their holdings, unless the payment is to be other
than in cash or the shares are issued to employees of Royal
Dutch or a legal entity with which Royal Dutch is associated in
a group. With the approval of the Supervisory Board, the Board
of Management may resolve to suspend the pre-emptive right if
the Board of Management has been designated by the General
Meeting of Shareholders as competent to do so. Such designation
can only take place for a period in each case of not longer than
five years. The resolutions of the Board of Management and the
Supervisory Board referred to above may only be passed by
unanimous vote of all the Managing Directors and all of the
members of the Supervisory Board present or represented at the
meeting.


Holders of priority shares have no preferential
right in the event of an issue of new shares.



70 Royal
Dutch Petroleum Company




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20-F/A (Amendment No. 1) 2002




---



Changing the rights of holders of
shares

The rights of holders of ordinary and priority
shares can be changed by amendment of the Articles of
Association of Royal Dutch. Only the General Meeting of
Shareholders can pass resolutions to that effect. Resolutions
providing for the amendment of the Articles of Association, or
for the dissolution of Royal Dutch, may only be adopted by the
General Meeting of Shareholders with the prior consent, or, in
the case of the former, subject to the subsequent approval, of a
meeting of the holders of priority shares. A resolution
providing for the dissolution of Royal Dutch may only be passed
by a majority of at least two-thirds of the votes cast at a
General Meeting of Shareholders at which at least three-fourths
of the issued capital of Royal Dutch is represented. If such
proportion of the issued capital is not so represented, such
resolution may be adopted at a second general meeting to be held
within eight weeks after the first meeting, at which meeting
only an absolute majority of the votes cast, irrespective of the
part of the issued capital which is represented thereat, shall
be required to adopt the resolutions.


General Meetings of Shareholders

General Meetings of Shareholders are to be held
in Amsterdam, The Hague or Rotterdam. Notice of the meeting is
to be given by advertisement at least three weeks in advance in
at least one daily newspaper published in The Hague and two
national daily newspapers published in the Netherlands. This
period may be reduced to fifteen days in urgent cases. At least
one General Meeting of Shareholders is to be held annually. In
order to attend a General Meeting of Shareholders and exercise
voting rights thereat in person or by proxy, shareholders must
be registered as such at a time to be determined by the Board of
Management on either the register of shareholders or, in the
case of holders of bearer share certificates, on a register
designated by the Board of Management, and, in each case, they
must have notified Royal Dutch in writing of their desire to
exercise these rights not later than at the time and at the
place specified in the notice of convocation of the meeting.
Failing the designation of a register of holders of bearer share
certificates by the Board of Management, holders of bearer share
certificates must deposit their certificates against receipt not
later than at the time and the place specified in the notice of
convocation. None of the times referred to in the previous two
sentences may be set on a date earlier than the seventh day
before that of the meeting.


General Meetings of Shareholders may be held as
often as the Board of Management or the Supervisory Board deem
advisable, and may also be held when holders of ordinary shares
representing at least one-tenth of the issued share capital
address to the Board of Management and to the Supervisory Board
a written request to convene a general meeting, specifying the
subjects to be discussed. If such request is not acted upon so
as to enable the meeting to be held within six weeks, the
persons making the request may be empowered by the President of
the District Court in The Hague to convene the meeting
themselves.

The Agenda for a General Meeting of Shareholders
is to be specified in the notice of convocation of the meeting.
No other business may be transacted at the meeting.

An absolute majority of the votes cast is
required for the adoption of resolutions, except in those cases
where Dutch law or the Articles of Association prescribe a
larger majority. An absolute majority of the votes cast is
required for the appointment of persons to office, provided
that, if after two polls such majority has not been obtained,
another poll is to be taken between the two persons obtaining
the highest number of votes in the second poll, after which in
the event of an equality of votes, the election is to be decided
by the drawing of lots.

Limitations on rights to own shares

There are no limitations imposed by Dutch law or
Royal Dutchs Articles of Association on the rights to own
ordinary shares, including the rights of non-resident or
shareholders to hold or exercise voting rights on the ordinary
shares.


Provisions, which would delay, defer or
prevent a change of control

None, other than the provisions regarding the
rights of holders of priority shares as described in
Control of Registrant  Ordinary shares and priority
shares.


Threshold for disclosure of share
ownership

There are no provisions in the Articles of
Association of Royal Dutch requiring disclosure of ownership of
shares, but Dutch law requires owners of 5% or more of the share
capital of a company listed on a Stock Exchange in the European
Union or the European Economic Area to notify their interest to
the company.


Changes in capital

The conditions imposed by Royal Dutchs
Articles of Association for changes in capital are not more
stringent than required under Dutch law.




Royal Dutch Petroleum
Company      71




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20-F/A (Amendment No. 1) 2002




---



EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS

The Dutch External Financial Relations Act of
1994 enables the Minister of Finance or the Central Bank of the
Netherlands, as the case may be, to issue regulations with
regard to a number of financial transactions relating to the
import and export of capital. The regulations as issued and
applied to date have not restricted the activities and
operations of Royal Dutch and the Dutch Group companies.


There is no legislative or other legal provision
currently in force in the Netherlands or arising under the
constituent documents of Royal Dutch restricting remittances to
non-resident holders of Royal Dutchs securities.




TAXATION

Income tax


Royal Dutch is generally required by Dutch law to
withhold tax at a rate of 25% on dividends. Under the current
income tax convention between the United States and the
Netherlands, dividends paid by a Dutch corporation to an
individual resident of the United States, a corporation
organised under the laws of the United States (or of any state
or territory thereof) or any other legal person subject to US
Federal income tax with respect to its worldwide income (a
US shareholder) that qualifies for benefits under
the convention are generally subject to Dutch withholding tax at
a reduced rate of 15% of the amount of the dividend (provided
the shares on which the dividend is paid are not part of the
business property of a permanent establishment of the
shareholder in the Netherlands). In general, the entire dividend
(including the withheld amount) will be dividend income to the
US shareholder, not eligible for the dividends received
deduction allowed to corporations, and the withholding tax will
be treated as a foreign income tax that is eligible for credit
against the shareholders US income taxes or a deduction
subject to certain limitations. Under a provision of the Dutch
dividend tax act, Royal Dutch will apply a credit (up to a
maximum of 3% of the gross dividend amount) against the amount
of the dividend tax withheld before remittance to the Dutch tax
authorities. For the 2002 final dividend this credit is 3% of
the gross dividend from which dividend tax is withheld. The
benefit of this credit is passed to the Group in accordance with
the arrangements between Royal Dutch and Shell Transport.
Because of this credit, the US tax authorities may take the view
that the Dutch withholding tax eligible for credit or a
deduction by a US shareholder against its US income tax
liability should be limited accordingly. Under said convention,
some US organisations that are generally exempt from US Federal
income tax and that are constituted and operated exclusively to
administer or provide pension, retirement or other employee
benefits are exempt at source from withholding tax on dividends
received from a Dutch corporation. Under the income tax
convention between the United States and the Netherlands rules
relating to the qualification of pension funds have been issued.
These rules determine the treatment under said convention. US
organisations that are exempt from US Federal income tax, that
are operated exclusively for religious, charitable, scientific,
educational or public purposes and that would be exempt from tax
in the Netherlands if they were organised, and carried on all
their activities, therein, are subject to withholding tax but
may file for a full refund.


For Royal Dutch shareholders resident in any
country other than the United States and the Netherlands, the
availability of a whole or partial exemption or refund of the
Dutch withholding tax is governed by the tax convention, if any,
between the Netherlands and the country of the
shareholders residence.

Taxation on capital gains

Capital gains on the sale of shares of a Dutch
company by a US shareholder are generally not subject to
taxation by the Netherlands unless the US shareholder has a
permanent establishment in the Netherlands and the capital gain
is derived from the sale of shares which are part of the
business property of the permanent establishment.


Succession duty and gift taxes

Shares of a Netherlands corporation held by an
individual who is not a resident or a deemed resident of the
Netherlands will generally not be subject to succession duty in
the Netherlands on the individuals death unless the shares
are part of the business property of a permanent establishment
situated in the Netherlands.


A gift of shares of a Dutch company by a person
who is not a resident or a deemed resident of the Netherlands is
generally not subject to Dutch gift tax.




MANAGEMENT

In accordance with its Articles of Association,
Royal Dutch is managed by a Board of Management consisting of at
least two Managing Directors, under the supervision of a
Supervisory Board consisting of at least five members. Managing
Directors are appointed by the General Meeting of Shareholders
from the persons nominated by the meeting of holders of priority
shares and hold office until they retire unless discharged
earlier by the General Meeting of Shareholders.


The Supervisory Board is a separate body which
does not include the Managing Directors. Members of the
Supervisory Board are appointed by the General Meeting of
Shareholders from the persons nominated by the meeting of
holders of priority shares. Each



72 Royal
Dutch Petroleum Company




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---



year, one of the members of the Supervisory Board
retires by rotation but is eligible for re-election. Further, a
member of the Supervisory Board retires after having served on
the Supervisory Board for a period of 10 years or retires
effective on the first day of July following the initial
April 1 on which the member is 70 years of age.


Nominations for the appointment of a Managing
Director or a member of the Supervisory Board shall be made by a
meeting of holders of priority shares and may also be made by
one or more holders of ordinary shares representing in the
aggregate at least 1% of the issued share capital, if approved
by the meeting of holders of priority shares. Each such
nomination shall contain the names of at least two qualified
persons. Shareholders cast all of their votes on either of the
two qualified persons. Votes cast at a General Meeting of
Shareholders in favour of the election of other persons are void.

If a vacancy occurs on the Board of Management
when there are still at least two Managing Directors in office,
or on the Supervisory Board when there are still at least five
members in office, the Board of Management shall notify the
Chairman of the meeting of holders of priority shares, which
meeting shall decide, after consulting the Supervisory Board and
the Board of Management, whether the vacancy is to be filled. If
it is resolved to fill the vacancy, the appointment shall be
made at the next General Meeting of Shareholders. If there are
not at least two Managing Directors or at least five members of
the Supervisory Board still in office, a General Meeting of
Shareholders shall be held within three months after that
situation has arisen in order to fill the vacancy.

The Managing Directors, members of the
Supervisory Board and officers of Royal Dutch at March 3,
2003, were:

Managing Directors

Jeroen van der Veer President


Born October 27, 1947. A Dutch citizen. A
Managing Director of the Company since 1997 and President since
2000. A Group Managing Director since 1997. Joined the Group in
1971 in refinery process design and held a number of positions
in refining and marketing in the Netherlands, Curacao and the
UK. Area Co-ordinator Sub-Saharan Africa 1990  92 and
a Managing Director of Shell Nederland with responsibility for
the Pernis refinery and petrochemical complexes at Pernis and
Moerdijk as well as the chemicals business 1992  95.
President and Chief Executive Officer of Shell Chemical Company
in the USA 1995  97. A member of the Supervisory
Board of De Nederlandsche Bank and an Advisory Director to
Unilever.


Malcolm Brindeda

Born March 18, 1953. A UK citizen. A
Managing Director of the Company since July 2002. A Group
Managing Director since July 2002. Joined the Group in 1974.
Held various positions in the Netherlands, Brunei, Oman and the
UK. General Manager of Shell U.K. Exploration and Production in
Aberdeen 1998  2001. Country Chairman in the UK
1999  2002. Director of Planning, Environment and
External Affairs at Shell International Ltd.
2001  02.


Walter van de Vijverb

Born November 1, 1955. A Dutch citizen. A
Managing Director of the Company since 2001. A Group Managing
Director since 2001. Joined the Group in 1979 as a petroleum
engineer. Worked in Exploration and Production in Qatar, Oman,
the USA, the UK and the Netherlands. General Manager Brent
Business Unit of Shell U.K. Exploration and Production in
Aberdeen 1993  97. Chief Executive Officer of
Shell International Gas Ltd. and Chief Executive Officer of
Shell Coal International Ltd. in London 1997  98.
President and Chief Executive Officer of Shell
Exploration & Production Company in the USA
1998  2001.


Supervisory Board

Aad Jacobs Chairman


Born May 28, 1936. A Dutch citizen. Chairman
of the Supervisory Board since July 2002 and a member of the
Supervisory Board since 1998. Due to retire by rotation in 2003.
A member of the Board of Management of ING Group
1991  98 and its Chairman 1992  98.
Chairman of the Supervisory Boards of Joh. Enschedé and
Imtech. Vice-Chairman of the Supervisory Boards of Buhrmann and
VNU and a member of the Supervisory Boards of Euronext, IHC
Caland and ING Group.


Maarten van den Bergh

Born April 19, 1942. A Dutch citizen. A
member of the Supervisory Board since 2000. Due to retire by
rotation in 2004. A Managing Director of the Company
1992  2000 and President 1998  2000. A
Group Managing Director 1992  2000. Chairman of the
Board of Directors of Lloyds TSB and a member of the Boards of
Directors of British Telecom and British Airways.




|  |                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | On March 3, 2004, Malcolm Brinded resigned
    from the Board of Management of Royal Dutch and was appointed a
    Director and Managing Director of Shell Transport.

|  |                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------
|b | On March 3, 2004, Walter van de Vijver
    resigned from the Board of Management of Royal Dutch and as a
    Group Managing Director.



Royal Dutch Petroleum
Company      73




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20-F/A (Amendment No. 1) 2002




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Jonkheer Aarnout Loudon

Born December 10, 1936. A Dutch citizen. A
member of the Supervisory Board since 1997. Due to retire in
2007. A member of the Board of Management of Akzo (which became
Akzo Nobel in 1994) 1977  94 and its Chairman
1982  94. A member of the First Chamber of the Dutch
Parliament 1995  99. Chairman of the Supervisory
Boards of ABN AMRO Bank and Akzo Nobel and a member of the
International Advisory Board of Allianz.


Professor Hubert Markl

Born August 17, 1938. A German citizen. A
member of the Supervisory Board since July 2002. Due to retire
by rotation in 2007. President of the Max-Planck-Gesellschaft
1996  2002. Professor of biology at the University of
Constance since 1974. A member of the Supervisory Boards of
Aventis, BMW and Münchener
Rückversicherungsgesellschaft.


Professor Joachim Milberg

Born April 10, 1943. A German citizen. A
member of the Supervisory Board since 2000. Due to retire by
rotation in 2005. A member of the Board of Management of BMW
1993  2002 and its Chairman 1999  2002. A
member of the Supervisory Boards of Allianz Versicherungs-AG,
BMW, John Deere & Company and MAN.


Lawrence Ricciardi

Born August 14,1940. A US citizen. A member
of the Supervisory Board since 2001. Due to retire by rotation
in 2006. President of RJR Nabisco 1993  95. Senior
Vice-President and General Counsel of IBM 1995  2002.
Senior Advisor to Jones Day and Lazard Freres & Co. A
member of the Board of Directors of The Readers Digest
Association.


Henny de Ruiter

Born March 3, 1934. A Dutch citizen. A
member of the Supervisory Board since 1994. Due to retire in
2004. A Managing Director of the Company 1983  94. A
Group Managing Director 1983  94. Chairman of the
Supervisory Boards of Royal Ahold, Univar and Wolters Kluwer.
Vice-Chairman of the Supervisory Board of Aegon and a member of
the Supervisory Board of Heineken.


Jan Timmer

Born February 20, 1933. A Dutch citizen. A
member of the Supervisory Board since 1996. Due to retire in
2003. President and Chairman of the Board of Management of Royal
Philips Electronics 1990  96. Chairman of the
Supervisory Board of PSV. A member of the Supervisory Board of
ING Group.


General Attorney

Robbert van der Vlist


Born February 20, 1944. A Dutch citizen.
Joined the Group in 1970 as a Legal Adviser. General Attorney of
the Company since 1987.


Nominations

The Supervisory Board and the Board of Directors
will propose to the General Meeting of Shareholders of Royal
Dutch, to be held on April 23, 2003, to appoint Rob Routs
as a Managing Director of Royal Dutch with effect from
July 1, 2003.


The Supervisory Board and the Board of Directors
will propose to the General Meeting of Shareholders of Royal
Dutch, to be held on April 23, 2003, to appoint Wim Kok to
the Supervisory Board of Royal Dutch with effect from
July 1, 2003.

Aad Jacobs will retire by rotation as member of
the Supervisory Board effective July 1, 2003, but it will
be recommended to the General Meeting of Shareholders that he be
re-elected. Jan Timmer will retire as member of the Supervisory
Board effective July 1, 2003.

Relationships between members of the Board of
Management, members of the Supervisory Board and
officers

There are no arrangements or understandings
between Managing Directors, members of the Supervisory Board or
officers and any other person pursuant to which they were
selected as Managing Directors, members of the Supervisory Board
or officers.


There are no family relationships between any
Managing Director, member of the Supervisory Board or officer
and any other Managing Director, member of the Supervisory Board
or officer.



74 Royal
Dutch Petroleum Company




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Share Ownership

The interests in ordinary shares of Royal Dutch,
including outstanding share options, of the members of the
Supervisory Board and the Managing Directors of Royal Dutch at
March 3, 2003, were:


|                          |  |                |         |   |                 |  |        | 
|------------------------- |  | -------------- | ------- | - | --------------- |  | ------ | 
|                          |  | Share optionsa |         |   | Ordinary shares | 
|                         
|                         
|Supervisory Board         |  |                |         |   |                 |  |        | 
|Aad Jacobs                |  |                |        |   |                 |  |       | 
|Maarten van den Berghb    |  |                | 37,950  |   |                 |  | 4,000  | 
|Jonkheer Aarnout Loudon   |  |                |        |   |                 |  | 75,000 | 
|Professor Hubert Markl    |  |                |        |   |                 |  |       | 
|Professor Joachim Milberg |  |                |        |   |                 |  |       | 
|Lawrence Ricciardi        |  |                |        |   |                 |  |       | 
|Henny de Ruiter           |  |                |        |   |                 |  |       | 
|Jan Timmer                |  |                |        |   |                 |  |       | 
|                         
|Managing Directors        |  |                |         |   |                 |  |        | 
|Jeroen van der Veer       |  |                | 270,850 |   |                 |  | 9,012  | 
|Malcolm Brinded           |  |                | 50,000  | c |                 |  | 2,500  | 
|Walter van de Vijver      |  |                | 187,000 |   |                 |  | 10,668 | 
|                         



|  |                                                                                                                                                                   | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Additional information is included in the Notes
    to the Royal Dutch Financial Statements under Remuneration
     Long-term incentives on pages R12 and R13. | 
| 
|b | No options are granted to members of the
    Supervisory Board, but options may be outstanding to members who
    have formerly been a Managing Director.         | 
| 
|c | Excluding 713,900 options on Shell Transport
    shares.                                                                                                          | 

Group Audit Committee

In 1976 the Supervisory Board of Royal Dutch,
jointly with the Board of Shell Transport, established a Group
Audit Committee. Under its terms of reference, the Committee
acts in an advisory capacity to the Boards, providing them with
quarterly and annual updates regarding its activities and
related recommendations. The Committee regularly considers the
effectiveness of risk management processes and internal control
within the Group and reviews the financial accounts and reports
of the Royal Dutch/ Shell Group of Companies. The Committee also
considers both internal and external audit reports (including
the results of the examination of the Group Financial
Statements) and assesses the performance of internal and
external audit.


The members appointed by the Supervisory Board of
Royal Dutch are Aad Jacobs (Chairman of the Committee), Henny de
Ruiter and Jan Timmer; the members appointed by the Board of
Shell Transport are Sir Peter Burt, Luis Giusti and Nina
Henderson.

Remuneration and Succession Review
Committee

In 1967 the Supervisory Board of Royal Dutch,
jointly with the Board of Shell Transport, established a
Remuneration Committee. Following restatement of its terms of
reference in 1980, this Committee was renamed the Remuneration
and Succession Review Committee. The functions of the Committee
are to make recommendations on all forms of remuneration with
respect to Group Managing Directors and to review matters
relating to the succession to the positions of Group Managing
Directors.


The members appointed by the Supervisory Board of
Royal Dutch are Jonkheer Aarnout Loudon (Chairman of the
Committee), Professor Joachim Milberg and Henny de Ruiter; the
members appointed by the Board of Shell Transport are Nina
Henderson, Sir Peter Job and Sir Mark Moody-Stuart.

Social Responsibility Committee

In 1997 the Supervisory Board of Royal Dutch,
jointly with the Board of Shell Transport, established a Social
Responsibility Committee. The Committee reviews the policies and
conduct of the Royal Dutch/ Shell Group of Companies with
respect to the Groups Statement of General Business
Principles as well as the Groups Health, Safety and
Environment Commitment and Policy.


The members appointed by the Supervisory Board of
Royal Dutch are Maarten van den Bergh, Jonkheer Aarnout Loudon
and Jan Timmer. The members appointed by the Board of Shell
Transport are Teymour Alireza, Dr Eileen Buttle and Lord Oxburgh
(Chairman of the Committee).

Shell companies have long been open about the
values and principles which guide them, and the Groups
Statement of General Business Principles has been publicly
available since 1976. The latest revision followed extensive
internal and external consultation. The Statement of General
Business Principles includes commitments to support fundamental
human rights and to contribute to sustainable development.



Royal Dutch Petroleum
Company      75




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20-F/A (Amendment No. 1) 2002




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The Annual Report and Accounts 2002 is
distributed together with a copy of The Shell Report 2002 
Meeting the energy challenge, which reviews how Group companies
are living up to the Groups Business Principles and
contributing to sustainable development.

Code of Ethics

For the guidance of principal executives and
senior finance officers, a Code of Ethics has been drawn up in
conjunction with the Groups Statement of General Business
Principles. This Code of Ethics can be found on the Shell
website (see www.shell.com/codeofethics).


Compensation of Directors and
Officers

The aggregate amount of remuneration paid to or
accrued for all members of the Supervisory Board, the Managing
Directors and officers of Royal Dutch as a group by Royal Dutch
and companies of the Royal Dutch/ Shell Group of Companies for
services in all capacities during the fiscal year ended
December 31, 2002, was
8,294,688. In
addition,
1,135,727 was
paid during 2002 for service during the fiscal year ended
December 31, 2001. The aggregate amount set aside to
provide pension, retirement and similar benefits for Managing
Directors and officers of Royal Dutch by Royal Dutch and
companies of the Royal Dutch/ Shell Group of Companies during
the fiscal year ended December 31, 2002, was a credit of
163,788.
Reference is made to the information given in the Remuneration
section on pages R11 to R16 relating to emoluments of the
members of the Board of Management and the Supervisory Board.


None of the Managing Directors and members of the
Supervisory Board of Royal Dutch has service contracts with
Royal Dutch, their employing company or any other Group company
providing for benefits upon termination.




SHARES UNDER OPTION AND SHARE PURCHASE
PLAN

Five Group companies, one in the Netherlands
(Shell Petroleum N.V.), one in the United Kingdom (The Shell
Petroleum Company Limited) and three in the United States of
America (Shell Oil Company, Shell Petroleum Inc. and Shell Solar
Employment Services Inc.) have stock option plans under which
options have been or may be granted to executives and other
employees of those and other Group companies. Options granted
under these plans are for terms of not more than five or ten
years at an exercise price of not less than the market value on
the date of granting the option.


The securities of Royal Dutch involved in the
plans as of March 3, 2003, are 30,006,028 issued and
outstanding ordinary shares.

The number of ordinary shares of Royal Dutch
under option at March 3, 2003, and the option prices of the
shares at the dates the options were granted, per share and in
total, were as follows:

|                                    |  |                  |            |                 |           |   |       |  |  |                    |              |  |  |                                   
|----------------------------------- |  | ---------------- | ---------- | --------------- | --------- | - | ----- |  |  | ------------------ | ------------ |  |  | ----------------------------------
|                                   
|                                   
|                                    |  |                  |            |                
|Plan                                |  |                  |            | Exercise pricea |           |   |      
|                                    |  |                  |            |                 |           |  
|                                    |  |                  |            |                 |           |  
|                                    |  | Number of shares |            |                 | Average   |   |       |  |  | Term              
|                                    |  | under option     |            |                 | per share |   | Total |  |  | (expiration dates)
|                                   
|                                   
|Shell Petroleum N.V.                |  |                  | 12,689,390 |                 |           |  | 60.31 |  |  |                    | 765,344,026 |  |  | 10 years
    (10/12/07  13/11/12)
|The Shell Petroleum Company Limited |  |                  | 6,249,361  |                 |           |  | 59.69 |  |  |                    | 373,037,036 |  |  | 10 years
    (10/12/07  13/11/12)
|Shell Oil Company                   |  |                  | 3,460,272  |                 |           | $ | 52.95 |  |  | $                  | 183,226,608  |  |  | 10 years
    (01/03/10  21/12/10)
|Shell Petroleum Inc.b               |  |                  | 10,919,958 |                 |           | $ | 56.75 |  |  | $                  | 619,727,128  |  |  | 10 years
    (01/03/10  14/11/12)
|                                   



|  |                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Euro-denominated exercise prices prior to the
    fixing of the euro conversion rate in January 1999 are derived
    from the quotient of guilder prices and the fixed
    guilders-per-euro conversion rate of 2.20371.
| 
|b | Including the shares under option of Shell Solar
    Employment Services Inc.                                                                                                                                           

The Global Employee Share Purchase Plan enables
employees to make contributions, which are applied quarterly to
purchase Royal Dutch or Shell Transport Shares at current market
value. If the acquired shares are retained in the plan until the
end of the twelve-month cycle the employee receives an
additional 15% share match. In the USA a variant of this plan is
operated where contributions are applied to buy Royal Dutch
Shares at the end of the twelve-month cycle. The purchase price
is the lower of the market price on the first or last trading
day of the cycle reduced by 15%. Group Managing Directors are
not eligible to participate in the Global Employee Share
Purchase Plan. At March 3, 2003, Group companies held 3,302
Royal Dutch ordinary shares (2002: 25,927) in connection with
this plan.

No issue of new shares is involved under any of
the plans mentioned above.



76 Royal
Dutch Petroleum Company




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---



The Shell Transport and Trading
Company,


Public Limited Company




---









CONTROL OF REGISTRANT

Shell Transport is not directly or indirectly
owned or controlled by another corporation or by any government.
As of March 3, 2003, there were the following interests in
more than 3% of the issued Ordinary share capital of Shell
Transport. Barclays PLC (more than 3% but less than 4%); this
interest has subsisted since December 2002. Legal & General
Group Plc (more than 3% but less than 4%); this interest has
subsisted since January 2003. Between May 2001 and March 2002
The Capital Group Companies Inc. held more than 3% but less than
4% of the issued Ordinary share capital. Prudential plc held
more than 3% but less than 4% of the issued Ordinary share
capital between March 1998 and March 1999. As of March 3,
2003 the Directors and officers of Shell Transport beneficially
owned in aggregate (including shares under option) less than 1%
of the total shares of that class outstanding. See
Management  Share Ownership on page 84.





NATURE OF TRADING MARKET

The principal trading market for the Ordinary
shares of Shell Transport is the London Stock Exchange. Shell
Transport Ordinary shares are also listed and traded on stock
exchanges in Belgium, France and Germany. Shell Transport
Ordinary shares are traded in registered or bearer form, but
predominantly in registered form.


American Depositary Receipts representing New
York Shares are listed and traded on the New York Stock Exchange
and are also admitted to unlisted trading privileges on the
Boston, Cincinnati, Midwest, Pacific and Philadelphia Stock
Exchanges. The depositary receipts are issued and exchanged at
the office of The Bank of New York, 101 Barclay Street, New
York, NY 10286, as depositary under a deposit agreement between
Shell Transport and the depositary and the holders of receipts.

Each New York Share represents six 25p Ordinary
shares of Shell Transport deposited under the deposit agreement.
At March 3, 2003, there were outstanding 48,414,148 New
York Shares representing approximately 3.00% of the Ordinary
share capital of Shell Transport, held by 1,876 holders of
record.

At March 3, 2003 there were 3,320,907
Ordinary shares of 25p each representing approximately 0.03% of
the Ordinary share capital of Shell Transport held by 884
holders of record registered with an address in the United
States.

The following tables set forth the high and low
closing sales prices for Shell Transports registered
Ordinary shares (of 25p nominal value) on the London Stock
Exchange and for Shell Transports New York Shares (of
£1.50 nominal value) on the New York Stock Exchange for the
periods specified:

|       |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|------ |  | ------ | ---- |  | -------- |  | ---- | ---- |  |  | ----- |  |  |  | ----- | 
|      
|       | 
|       |  |        |      | 
|       |  | London |      |  | New York | 
|       |  |        |      |  |          | 
|       |  | High   |      |  | Low      |  |      | High |  |  | Low   | 
|Period |  | £      |      |  | £        |  |      | $    |  |  | $     | 
|      
|       | 
|1998   |  |        | 4.64 |  |          |  | 3.16 |      |  |  | 46.50 |  |  |  | 31.00 | 
|1999   |  |        | 5.41 |  |          |  | 3.04 |      |  |  | 52.56 |  |  |  | 30.50 | 
|2000   |  |        | 6.27 |  |          |  | 4.12 |      |  |  | 54.06 |  |  |  | 40.00 | 
|2001   |  |        | 6.38 |  |          |  | 4.30 |      |  |  | 53.65 |  |  |  | 38.72 | 
|2002   |  |        | 5.41 |  |          |  | 3.70 |      |  |  | 47.03 |  |  |  | 34.59 | 
|      

|            |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|----------- |  | ------ | ---- |  | -------- |  | ---- | ---- |  |  | ----- |  |  |  | ----- | 
|           
|            | 
|            |  |        |      | 
|            |  | London |      |  | New York | 
|            |  |        |      |  |          | 
|            |  | High   |      |  | Low      |  |      | High |  |  | Low   | 
|Period      |  | £      |      |  | £        |  |      | $    |  |  | $     | 
|           
|            | 
|2001        |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|1st Quarter |  |        | 6.01 |  |          |  | 5.25 |      |  |  | 52.44 |  |  |  | 46.35 | 
|2nd Quarter |  |        | 6.38 |  |          |  | 5.39 |      |  |  | 53.65 |  |  |  | 45.70 | 
|3rd Quarter |  |        | 6.00 |  |          |  | 4.30 |      |  |  | 50.97 |  |  |  | 38.72 | 
|4th Quarter |  |        | 5.49 |  |          |  | 4.49 |      |  |  | 47.90 |  |  |  | 39.38 | 
|           
|2002        |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|1st Quarter |  |        | 5.26 |  |          |  | 4.51 |      |  |  | 44.87 |  |  |  | 38.48 | 
|2nd Quarter |  |        | 5.41 |  |          |  | 4.67 |      |  |  | 47.03 |  |  |  | 41.99 | 
|3rd Quarter |  |        | 5.09 |  |          |  | 3.70 |      |  |  | 46.70 |  |  |  | 34.59 | 
|4th Quarter |  |        | 4.28 |  |          |  | 3.81 |      |  |  | 40.02 |  |  |  | 35.56 | 
|           



The   Shell   Transport and Trading
Company, Public Limited Company 77




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---



|          |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|--------- |  | ------ | ---- |  | -------- |  | ---- | ---- |  |  | ----- |  |  |  | ----- | 
|         
|         
|          |  |        |      | 
|          |  | London |      |  | New York | 
|          |  |        |      | 
|          |  | High   |      |  | Low      |  |      | High |  |  | Low   | 
|Period    |  | £      |      |  | £        |  |      | $    |  |  | $     | 
|         
|         
|2002      |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|July      |  |        | 5.09 |  |          |  | 3.80 |      |  |  | 46.70 |  |  |  | 35.30 | 
|August    |  |        | 4.60 |  |          |  | 4.06 |      |  |  | 41.85 |  |  |  | 37.27 | 
|September |  |        | 4.34 |  |          |  | 3.70 |      |  |  | 39.23 |  |  |  | 34.59 | 
|October   |  |        | 4.28 |  |          |  | 3.81 |      |  |  | 40.02 |  |  |  | 35.56 | 
|November  |  |        | 4.19 |  |          |  | 3.99 |      |  |  | 39.33 |  |  |  | 37.34 | 
|December  |  |        | 4.16 |  |          |  | 3.91 |      |  |  | 38.96 |  |  |  | 37.43 | 
|         
|2003      |  |        |      |  |          |  |      |      |  |  |       |  |  |  |       | 
|January   |  |        | 4.21 |  |          |  | 3.50 |      |  |  | 41.05 |  |  |  | 34.40 | 
|February  |  |        | 3.79 |  |          |  | 3.45 |      |  |  | 36.99 |  |  |  | 34.01 | 
|         

At March 3, 2003 there were 350 First
Preference shares of £1 each representing approximately
0.01% of the issued shares of the class held by 2 holders of
record registered with an address in the United States of
America. At the same date there were 1,375 Second
Preference shares of £1 each representing approximately
0.01% of the issued shares of the class held by 7 holders of
record registered with an address in the United States of
America. (Reference is made to page S9 for additional
information on the Preference shares).




MEMORANDUM AND ARTICLES OF
ASSOCIATION

The following summarises certain provisions of
Shell Transports Memorandum and Articles of Association
and of English law. This summary is qualified in its entirety by
reference to the UK Companies Act of 1985, as amended (the
Companies Act), and Shell Transports Memorandum and
Articles of Association. Copies of Shell Transports
Memorandum and Articles of Association are incorporated by
reference into this Amendment No. 1.


General

Shell Transport was incorporated in England on
October 18, 1897 under registered number 54485 for the
purpose of carrying on the business of producing, refining,
storage, transport, supply and distribution of petroleum and
petroleum products as set forth in clause 4 of Shell
Transports Memorandum of Association.


Directors

Under the Articles of Association of Shell
Transport:




|    |                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | a Director shall not vote or be counted in the
    quorum in respect of any matter in which he is materially
    interested including any matter related to his own compensation;                                                                                                                                                              
|   
|(2) | the Directors may exercise Shell Transports
    power to borrow provided that the borrowings of Shell Transport
    and its subsidiaries (if any) shall not without the consent of
    an ordinary resolution of shareholders of Shell Transport exceed
    the nominal amount of the issued and paid-up share capital of
    Shell Transport;
|   
|(3) | Directors over age 70 must retire at each Annual
    General Meeting, but are eligible for re-election;                                                                                                                                                                                                                                        
|   
|(4) | Directors are not required to hold shares of
    Shell Transport to be qualified.                                                                                                                                                                                                                                                              

Rights attaching to shares

|    |                                                                 
|--- | ----------------------------------------------------------------
|(a) | Dividend rights and rights to share in the
    companys profits

Under English law, dividends are payable on Shell
Transports shares only out of profits available for
distribution, as determined in accordance with accounting
principles generally accepted in the United Kingdom and by the
Companies Act. Holders of Shell Transports Ordinary shares
are entitled to receive such dividends as may be declared by the
shareholders in general meeting, rateably according to the
amounts paid up on such shares, provided that the dividend
cannot exceed the amount recommended by the Directors.


Shell Transports Board of Directors may pay
holders of Ordinary shares such interim dividends as appear to
it to be justified by Shell Transports financial position.
If authorised by an ordinary resolution of the shareholders, the
Board of Directors may also make payment of a dividend in whole
or in part by the distribution of specific assets (and in
particular of paid-up shares or debentures of any other company).

Any dividend unclaimed after 12 years from
the date the dividend was due for payment will be forfeited and
will revert to Shell Transport.



78 The
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The holders of Ordinary shares have unrestricted
rights to participate in distributions of dividend and capital
subject to the rights of the holders of the First Preference
shares and Second Preference shares as described below.

The First and Second Preference shares (the
Preference shares) confer on the holders the right to a fixed
cumulative dividend and rank in priority to Ordinary shares. The
fixed dividend on the First Preference shares is payable at the
rate of 5.5% per annum and the fixed dividend on the Second
Preference shares is payable at the rate of 7% per annum. On a
winding-up or repayment the Preference shares also rank in
priority to the Ordinary shares for the nominal value of £1
per share (plus a premium, if any, equal to the excess of the
daily average price for the respective shares quoted in the
London Stock Exchange Daily Official List for a six month period
preceding the repayment or winding-up) but do not have any
further rights of participation in the profits or assets of
Shell Transport.



|    |                                                   
|--- | --------------------------------------------------
|(b) | Voting rights and General Meetings of Shareholders

The holders of Ordinary shares have the right to
attend and vote at all General Meetings of the shareholders of
Shell Transport.


Voting at any General Meeting of Shareholders is
by a show of hands unless a poll, which is a written vote, is
duly demanded. On a show of hands, every shareholder entitled to
vote, who is present in person, has one vote regardless of the
number of shares held. On a poll, every shareholder who is
present in person or by proxy has one vote for every £1 in
nominal amount of shares held by that shareholder.

A poll may be demanded by any of the following:



|  |                                                                                                                                                                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the chairman of the meeting;                                                                                                                                                                                                                                                                                                      
| 
| | at least five shareholders entitled to vote at
    the meeting;                                                                                                                                                                                                                                                                   
| 
| | any shareholder or shareholders representing in
    the aggregate not less than one-tenth of the total voting rights
    of all shareholders entitled to vote at the meeting; or                                                                                                                                                  
| 
| | any shareholder or shareholders holding shares
    conferring a right to vote at the meeting on which there have
    been paid-up sums in the aggregate equal to not less than
    one-tenth of the total sum paid up on all the shares conferring
    that right or such shares with a nominal value of not less than
    £3,000.

A proxy form will be treated as giving the proxy
the authority to demand a poll, or to join others in demanding
one.

The necessary quorum for a general meeting is ten
persons carrying a right to vote upon the business to be
transacted, whether present in person or by proxy.

Matters are transacted at General Meetings of
Shareholders by the proposing and passing of resolutions of
which there are three kinds:



|  |                                                                                                                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | an ordinary resolution, which includes
    resolutions for the election of Directors, the approval of
    financial statements, the payment of dividends, the appointment
    of auditors, the increase of authorised share capital or the
    grant of authority to allot shares;
| 
| | a special resolution, which includes resolutions
    amending Shell Transports Memorandum and Articles of
    Association, disapplying statutory pre-emption rights or
    changing Shell Transports name; and                                                                  
| 
| | an extraordinary resolution, which includes
    resolutions modifying the rights of any class of Shell
    Transports shares at a meeting of the holders of such
    class or relating to certain matters concerning Shell
    Transports winding up.                           

An ordinary resolution requires the affirmative
vote of a majority of the votes of those persons voting at a
meeting at which there is a quorum.

Special and extraordinary resolutions require the
affirmative vote of not less than three-fourths of the persons
voting at a meeting at which there is a quorum.

In the case of an equality of votes, whether on a
show of hands or on a poll, the chairman of the meeting is
entitled to cast the deciding vote in addition to any other vote
he may have.

Annual General Meetings must be convened upon
advance written notice of 21 days. Other meetings must be
convened upon advance written notice of 21 days for the
passing of a special resolution and 14 days for any other
resolution. The notice must specify the nature of the business
to be transacted. The Board of Directors may if they choose make
arrangements for shareholders who are unable to attend the place
of the meeting to participate at other places.



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Under English law, the Directors must convene an
extraordinary general meeting of a company on the requisition of
members holding not less than one-tenth of such paid-up capital
of the company as carries the right of voting at general
meetings of the company.

Preference shares do not have voting rights
unless their dividend is in arrears or the proposal concerns a
reduction of capital, winding-up, an alteration of the Articles
of Association or otherwise directly affects their class rights.



|    |                       
|--- | ----------------------
|(c) | Rights in a winding-up

Upon Shell Transports winding-up, the
balance of assets available for distribution:




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | after the payment of all creditors including
    certain preferential creditors, whether statutorily preferred
    creditors or normal creditors; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| 
| | subject to the rights attached to the First and
    Second Preference shares (see Dividend rights and rights
    to share in the companys profits on pages 78
    and 79) and to any special rights attaching to any other
    class of shares, of which there are currently none, is to be
    distributed among the holders of Ordinary shares according to
    the amounts paid-up on the shares held by them. This
    distribution is generally to be made in cash. A liquidator may,
    however, upon the adoption of an extraordinary resolution of the
    shareholders, divide among the shareholders the whole or any
    part of Shell Transports assets in kind.



|    |                      
|--- | ---------------------
|(d) | Redemption provisions

The Ordinary shares and the Preference shares are
not subject to any redemption provisions.




|    |                        
|--- | -----------------------
|(e) | Sinking fund provisions

Neither the Ordinary shares nor the Preference
shares are subject to any sinking fund provision under Shell
Transports Memorandum and Articles of Association or as a
matter of English law.




|    |                           
|--- | --------------------------
|(f) | Liability to further calls

No holder of Shell Transports shares will
be required to make additional contributions of capital in
respect of Shell Transports shares in the future.




|    |                          
|--- | -------------------------
|(g) | Discriminating provisions

There are no provisions discriminating against a
shareholder because of his ownership of a particular number of
shares.


Variation of rights

The rights attached to any class may be varied,
subject to the provisions of the Companies Act, with the consent
in writing of holders of three-fourths in value of the shares of
that class or upon the adoption of an extraordinary resolution
passed at a separate meeting of the holders of the shares of
that class. At every such separate meeting, all of the
provisions of the Articles of Association relating to
proceedings at a general meeting apply, except that the quorum
is to be the number of persons who hold or represent by proxy
not less than one-third in nominal value of the issued shares of
the class. These provisions are not more stringent than required
by law in England.


Limitations on rights to own shares

There are no limitations imposed by English law
or Shell Transports Memorandum or Articles of Association
on the rights to own shares, including the right of
non-residents or foreign persons to hold or vote Shell
Transports shares, other than limitations that would
generally apply to all of Shell Transports shareholders.


Change of control

There are no provisions in the Memorandum or
Articles of Association of Shell Transport or of corporate
legislation in England that would delay, defer or prevent a
change of control.


Threshold for disclosure of share
ownership

English law requires disclosure by beneficial
owners of 3% or more of the voting share capital of a company
listed on a Stock Exchange in the European Union or the European
Economic Area to notify their interest to the company. English
law also enables a company to require a shareholder to confirm
whether he holds the shares as beneficial owner and if not to
name the beneficial owner or owners. Under the Articles of
Association of Shell Transport, if Shell Transport has not
received a response to a statutory notice requiring disclosure
of the beneficial owner of shares in Shell Transport within
14 days of issue the Directors may determine




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that the shareholder holding the shares in
question should be subject to restrictions in respect of those
shares. The restrictions may be one or more of the following:




|      |                                                                
|----- | ---------------------------------------------------------------
|(i)   | withdrawal of right to attend and vote at general
    meetings;
|(ii)  | no transfer shall be registered in respect of the
    shares;  
|(iii) | no dividend shall be paid in respect of the
    shares.        

Capital changes

The conditions imposed by Shell Transports
Memorandum and Articles of Association for changes in capital
are not more stringent than required by English law.


New York Shares (American Depositary
Receipts)

One New York Share is equivalent to six Ordinary
shares of 25p each. The agent of the Depositary is the
registered shareholder and enjoys the rights of a shareholder
under the Memorandum and Articles of Association; the rights of
the holder of a New York share are specified in the agreement
with the Depositary.





EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS

There is no legislative or other legal provision
currently in force in the United Kingdom or arising under the
constituent documents of Shell Transport restricting remittances
to non-resident holders of Shell Transports securities or
affecting the import or export of capital for use by Shell
Transport or UK Group companies.





TAXATION

Dividends and Tax Credit


Individual shareholders resident in the UK are
entitled to receive a tax credit with dividends received from
Shell Transport. The amount of the credit is equal to 10/90ths
of the cash dividend. The credit is not repayable in cash when
it exceeds the shareholders UK tax liability.


There is generally no withholding tax on UK
dividends.

Under the current Double Taxation Conventions
between the United Kingdom and both the United States and
Canada, a US or Canadian resident holder of American Depositary
Receipts (ADRs) will (so long as a UK resident individual
shareholder is entitled to a tax credit) be entitled to receive
an amount equal to the tax credit less UK income tax of up to
15% of the combined amount of the dividend and such tax credit
(provided the shares on which the dividend is paid are not
effectively connected with a permanent establishment of the
shareholder in the UK).

2002 Dividends

US and Canadian resident shareholders will be
entitled to a tax credit repayment under the Double Taxation
Convention at a rate of 11.11% of the cash dividend, but subject
to a withholding tax of 15% based on the combined amount of the
dividend and tax credit, with the result that the amount of the
repayment will be zero. (It cannot go negative.)


Dividends received by a US shareholder will
represent dividend income not eligible for the dividends
received deduction allowed to corporations. By default, US
shareholders will be taxed on the amount of dividend actually
received. However, a US shareholder may elect to be treated as
having paid UK withholding tax (at an 11.11% rate) with respect
to the receipt of such dividends. As a result of such a choice,
any such withholding tax would be treated as increasing the
amount of the dividend received by the US shareholder, and
subject to certain limitations, may be claimed as a credit or
deduction for US Federal income tax purposes.

The entitlement to a tax credit of a shareholder
who is resident neither in the UK nor in the USA depends upon
such double tax arrangements as exist between the UK and the
country of the shareholders residence.

Taxation on Capital Gains

Under the current Double Taxation Convention
between the United States and the United Kingdom, capital gains
of residents of the USA may be taxed in accordance with the
provisions of UK domestic law. Under present UK law, residents
of the USA who are not resident and not ordinarily resident in
the UK will not be liable for UK taxation on capital gains made
on the disposal of their shares unless the shares are held in
connection with a trade or business carried on in the UK through
a branch or agency.


Inheritance Tax

Under the current Estate and Gift Tax Convention
between the United States and the United Kingdom, Ordinary
shares held by an individual who is domiciled for the purpose of
the Convention in the USA and is not for the purpose of the
Convention a national




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of the UK will not be subject to UK inheritance
tax on the individuals death or on a gift of the shares in
the seven years prior to death unless the shares are part of the
business property of a permanent establishment of the individual
in the UK, or, in the case of a shareholder who performs
independent personal services, pertain to a fixed base situated
in the UK.


Stamp Duty Reserve Tax

The United Kingdom Government currently imposes a
1.5% stamp duty reserve tax on the creation of new depository
receipts representing shares of UK companies. The tax does not
apply to the purchase and subsequent transfer of depository
receipts already in issue, nor where the holder surrenders an
existing depository receipt in exchange for the underlying
shares. In the case of New York shares represented by ADRs
issued on or after March 18, 1991 by the Bank of New York,
the depository under the deposit agreement referred to under the
Item entitled Nature of trading market on
page 77, the tax payable is calculated on the value of the
underlying registered shares at the date such shares are
transferred to the Bank of New York.





MANAGEMENT

The business of Shell Transport is managed by a
Board of Directors of not less than three and not more than 20
in number. There are 11 Directors in office, of whom two are
Managing Directors. Managing Directors are appointed by the
Board from among the members of the Board. Pursuant to Shell
Transports Articles of Association, a minimum of one third
of the Directors (or if their number is not a multiple of three,
the number nearest to one third) shall retire by rotation at
each Annual General Meeting of Shareholders. The Directors to
retire by rotation on each occasion shall be those of the
Directors who held office at the time of the two preceding
annual general meetings and who did not retire at either of
them. If the number of Directors so retiring is less than the
minimum additional Directors up to that number shall retire. The
additional Directors to retire on each occasion shall be the
Directors who have been longest in office, and if some Directors
have been in office for an equal period of time, the Director(s)
to retire shall (unless they otherwise agree between themselves)
be chosen by lot. In 2003 four Directors will retire at the
Annual General Meeting in accordance with these arrangements.
Directors appointed by the Board vacate office at the next
Annual General Meeting and offer themselves for election. Under
the Articles of Association of Shell Transport such new
Directors are not included in the number of Directors liable to
retire by rotation at the next Annual General Meeting. Sir Peter
Burt and Sir John Kerr will be vacating office and offering
themselves for election at the Annual General Meeting in
accordance with this provision.


On June 23, 2004, Peter Voser was appointed Group
Chief Financial Officer and a Director of Shell Transport with
effect from October 4, 2004.

The Directors, Managing Directors and officers of
Shell Transport at March 3, 2003, were:

Managing Directors

Sir Philip WattsKCMG Chairmana

Born June 25, 1945. A UK citizen. A Director
and a Managing Director of Shell Transport since July 1,
1997 and Chairman since July 1, 2001. A Group Managing
Director since 1997. Joined the Group as a seismologist in 1969,
and held positions in Asia Pacific and Europe leading to
Exploration Director, Shell UK 1983  85. Head of
various Exploration and Production functions in The Hague
1985  91. Chairman and Managing Director in Nigeria
1991  94, and Regional Co-ordinator, Europe
1994  95. Director Planning, Environment and External
Affairs, Shell International 1996  97. Chief
Executive Officer, Exploration and Production 1997 
2001. Currently Chairman of the Executive Committee of the World
Business Council for Sustainable Development. Also Chairman of
the International Chamber of Commerces UK governing body
and Trustee of the Said Business School Foundation, University
of Oxford.


Paul Skinner

Born December 24, 1944. A UK citizen. A
Director and a Managing Director of Shell Transport and a Group
Managing Director since January 1, 2000. Chief Executive
Officer, Oil Products since 1999. Joined the Group as a student
in 1963 and then worked in Chemicals from 1966 in sales and
marketing assignments in the UK, Greece and Nigeria. Moved to
the oil business in 1979, holding a succession of senior roles
in the UK, New Zealand and Norway. President, Shell
International Trading Company, 1991  95 and
additionally responsible for the shipping business
1995  96. Director, Strategy and Business Services,
Oil Products 1996  98. President, Shell Europe Oil
Products 1998  99. Currently a non-executive Director
of Rio Tinto plc and Rio Tinto Limited and a member of the Board
of INSEAD, the European/ Asian business school.




|  |                                                                                                                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | On March 3, 2004, Sir Philip Watts resigned
    as Chairman of the Board of Shell Transport and as Managing
    Director. At that time, Malcom Brinded resigned from the Board
    of Management of Royal Dutch and was appointed a Director and
    Managing Director of Shell Transport and Lord Oxburgh was
    appointed interim non-executive chairman of Shell Transport.



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Non-executive Directors

Teymour Alireza


Born September 7, 1939. A Saudi Arabian
citizen. A Director of Shell Transport since November 12,
1997. President and Deputy Chairman, The Alireza Group. Chairman
National Pipe Company Ltd, Saudi Arabia. Director Arabian Gulf
Investments (Far East) Ltd, Hong Kong and of Riyad Bank Saudi
Arabia. Member of the International Board of Trustees of the
World Wide Fund for Nature.


Sir Peter BurtFRSE

Born March 6, 1944. A UK citizen. A Director
of Shell Transport since July 25, 2002. Executive Deputy
Chairman of HBOS plc and Governor of the Bank of Scotland
2001  03. Group Chief Executive of Bank of Scotland
1996  2001. Joined the Bank of Scotland in 1975.
Chief General Manager of the Bank 1988  96. Worked in
the computer industry in the USA and the UK 1968  74.
A Director of a number of charitable organisations.


Dr Eileen ButtleCBE

Born October 19, 1937. A UK citizen. A
Director of Shell Transport since July 8, 1998. Retired in
1994 from a career of public scientific appointments. Member of
a number of Government and EU advisory committees of
environmental aspects of national and European research and of
Boards of Trustees of environmental non-governmental
organisations.


Luis Giusti

Born November 27, 1944. A Venezuelan
citizen. A Director of Shell Transport since September 13,
2000. Joined the Venezuelan Shell oil company in 1966, and the
Venezuelan state oil company, Petroleos de Venezuela, SA (PDVSA)
in 1976. Chairman and CEO of PDVSA 1994  99.
Currently a Senior Adviser at the Center for Strategic and
International Studies in Washington DC and also acts as a
consultant in oil and energy.


Mary (Nina) Henderson

Born July 6, 1950. A US citizen. A Director
of Shell Transport since May 17, 2001. 1972 
2001 wide experience in marketing consumer goods with Bestfoods,
a major US foods company, rising to President of a major
division and Corporate Vice President responsible for worldwide
core business development. Currently a non-executive Director of
Pactiv Corporation, AXA Financials Inc., Del Monte Foods Company
and Visiting Nurse Service of New York.


Sir Peter JobKBE

Born July 13, 1941. A UK citizen. A Director
of Shell Transport since August 2, 2001. Chief Executive of
Reuters plc, 1991  2001 following wide experience in
that company from 1963 in Latin America, Africa, Asia and the
Middle East. Currently a non-executive Director of Schroders
plc, GlaxoSmithKline plc, TIBCO Software Inc, Instinet Group
Inc, Multex.com, Inc and a member of the Supervisory Board of
Deutsche Bank AG and of Bertelsmann AG.


Sir John KerrGCMG

Born February 22, 1942. A UK citizen. A
Director of Shell Transport since July 25, 2002. Member of
United Kingdom Diplomatic Service 1966  2002 and Head
of the Service 1997  2002. Principal Private
Secretary to the Chancellor of the Exchequer 1981 
84. UK Permanent Representative to the EU 1990  95.
British Ambassador to the United States 1995  97.
Foreign Office Permanent Under Secretary of State
1997  2002. Secretary-General of the Convention,
chaired by President Giscard dEstaing, on future EU
institutional arrangements. Currently a non-executive Director
of Scottish American Investment Trust plc; Trustee of National
Gallery and of Rhodes Trust.


Sir Mark Moody-StuartKCMG

Born September 15, 1940. A UK citizen. A
Director pf Shell Transport since July 1, 1991. Chairman
1997  2001 and a Group Managing Director
1991  2001. A non-executive Director since July,
2001. Currently Chairman of Anglo American plc and a Director of
HSBC Holdings plc and Accenture. Member of the UN Secretary
Generals Advisory Council for the Global Compact.


Lord OxburghKBE FRS

Born November 2, 1934. A UK citizen. A
Director of Shell Transport since January 10, 1996.
Scientific and University appointments 1960  88.
Chief Scientific Adviser, Ministry of Defence 1988 
93. Rector, Imperial College of Science, Technology and
Medicine, 1993  2001. Currently Chairman SETNET and
Chairman House of Lords Select Committee on Science and
Technology.




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Company Secretary

Jyoti Munsiff


Joined the Group in 1969 as a Legal Adviser.
Appointed Company Secretary in 1993.


Directors offering themselves for election or
re-election

The Directors retiring by rotation at the Annual
General Meeting to be held on April 23, 2003 are: Sir
Philip Watts, Mr Teymour Alireza, Sir Mark Moody-Stuart and Paul
Skinner. All will offer themselves for re-election. Sir Peter
Burt and Sir John Kerr were appointed as Directors by the Board
with effect from July 25, 2002 and will be vacating office
and offering themselves for election by the shareholders at the
Annual General Meeting.


The Board will recommend to the Annual General
Meeting the election of Judith Boynton as a Director of the
Company with effect from July 1, 2003, it is intended that
she will be appointed a Managing Director of the Company. Ms.
Boynton is the Director of Finance and Chief Financial Officer
for the Royal Dutch/ Shell Group of Companies, which roles she
will retain.c

Mr Paul Skinner will be retiring after
40 years service with the Royal Dutch/ Shell Group of
Companies on September 30, 2003.

Arrangements and/or relationships between
Directors and officers

There are no arrangements or understandings
between Directors or officers and any other person pursuant to
which they were selected as Directors or officers. There are no
family relationships between any Director or executive officer
and any other Director or executive officer.


Share Ownership

Directors of Shell Transport had the following
beneficial interests in Shell Transport at March 3, 2003:


|                        |  |                |           |  |                     |  |         | 
|----------------------- |  | -------------- | --------- |  | ------------------- |  | ------- | 
|                       
|                       
|                        |  | Share Optionsa |           |  | 25p Ordinary shares | 
|                       
|                       
|Managing Directors      |  |                |           |  |                     |  |         | 
|Sir Philip Watts        |  |                | 2,003,001 |  |                     |  | 66,723  | 
|Paul Skinner            |  |                | 1,803,151 |  |                     |  | 60,502  | 
|Non-executive Directors |  |                |           |  |                     |  |         | 
|Teymour Alireza         |  |                |          |  |                     |  | 29,093  | 
|Sir Peter Burt          |  |                |          |  |                     |  | 10,000  | 
|Dr Eileen Buttle        |  |                |          |  |                     |  | 3,400   | 
|Luis Giusti             |  |                |          |  |                     |  |        | 
|Nina Henderson          |  |                |          |  |                     |  | 9,000   | 
|Sir Peter Job           |  |                |          |  |                     |  |        | 
|Sir John Kerr           |  |                |          |  |                     |  | 10,000  | 
|Sir Mark Moody-Stuart   |  |                | 927,800   |  |                     |  | 600,000 | 
|Lord Oxburgh            |  |                |          |  |                     |  | 5,829   | 
|                       



|  |                                                                                                                                                                  | 
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Additional information is included in the Notes
    to the Shell Transport Financial Statements under
    Remuneration Report  Share options on
    page S18. | 

Directors share interests in Shell
Transport under the Deferred Bonus Planb

The interests of Directors in the Ordinary shares
of Shell Transport pursuant to the Deferred Bonus Plan at
March 3, 2003:


|                 |  |                     |        |  |          |  |        |              |  |  |              |  |  |  |          | 
|---------------- |  | ------------------- | ------ |  | -------- |  | ------ | ------------ |  |  | ------------ |  |  |  | -------- | 
|                
|                
|                 |  |                    
|                 |  | 25p Ordinary shares |       
|                
|                
|                 |  | Matching/           |        |  |         
|                 |  | 2001 Bonus          |        |  | dividend |  |        | Total        |  |  |             
|                 |  | deferred            |        |  | awards   |  |        | Dec 31, 2002 |  |  | Release date | 
|                
|                
|Sir Philip Watts |  |                     | 28,455 |  |          |  | 15,374 |              |  |  | 43,829       |  |  |  | 11.03.05 | 
|Paul Skinner     |  |                     | 21,138 |  |          |  | 11,421 |              |  |  | 32,559       |  |  |  | 11.03.05 | 
|                



|  |                                                                                                                                                                                  | 
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|b | Additional information is included in the notes
    to the Shell Transport Financial Statements under
    Remuneration Report  Remuneration of the
    Directors on page S17. | 

Group Audit Committee

In 1976 the Board of Shell Transport, jointly
with the Supervisory Board of Royal Dutch, established a Group
Audit Committee. Under its terms of reference the Committee acts
in an advisory capacity to the Boards, providing them with
quarterly and annual updates regarding its activities and
related recommendations. The Committee regularly considers the
effectiveness of risk


|  |                                                                                                        
|- | -------------------------------------------------------------------------------------------------------
|c | On April 18, 2004, Judith Boynton
    stepped aside from her position as Group Chief Financial Officer.



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management processes and internal control within
the Group and reviews the financial accounts and reports of the
Royal Dutch/ Shell Group of Companies. The Committee also
considers both internal and external audit reports (including
the results of the examination of the Group Financial
Statements) and assesses the performance of internal and
external audit.


The Directors of Shell Transport appointed to the
Committee are currently Sir Peter Burt, Luis Giusti and Nina
Henderson; the members appointed by the Supervisory Board of
Royal Dutch are currently Aad Jacobs (Chairman of the
Committee), Henny de Ruiter and Jan Timmer.

Remuneration and Succession Review
Committee

In 1967 the Board of Shell Transport, jointly
with the Supervisory Board of Royal Dutch, established a
Remuneration Committee. Following restatement of its terms of
reference in 1980, this Committee was renamed as Remuneration
and Succession Review Committee. The functions of the Committee
are to make recommendations on all forms of remuneration with
respect to Group Managing Directors and to review matters
relating to the succession to the positions of Group Managing
Directors.


The members appointed by the Board of Shell
Transport are currently Nina Henderson, Sir Peter Job and Sir
Mark Moody-Stuart; the members appointed by the Supervisory
Board of Royal Dutch are currently Jonkheer Aarnout Loudon
(Chairman of the Committee), Professor Joachim Milberg and Henny
de Ruiter. The Chairman of the Committee is currently an
appointee of Royal Dutch and Sir Peter Job has been nominated by
the Board of Shell Transport to respond at the Annual General
Meeting to any questions relating to remuneration issues.

Social Responsibility Committee

In 1997 the Board of Shell Transport, jointly
with the Supervisory Board of Royal Dutch, established a Social
Responsibility Committee. The Committee reviews the policies and
conduct of the Royal Dutch/ Shell Group of Companies with
respect to the Groups Statement of General Business
Principles as well as the Groups Health, Safety and
Environment Commitment and Policy.


The members appointed by the Board of Shell
Transport are currently Teymour Alireza, Dr Eileen Buttle and
Lord Oxburgh (Chairman of the Committee). The members appointed
by the Supervisory Board of Royal Dutch are currently Maarten
van den Bergh, Jonkheer Aarnout Loudon and Jan Timmer.

Shell companies have long been open about the
values and principles which guide them, and the Groups
Statement of General Business Principles has been publicly
available since 1976. The latest revision followed extensive
internal and external consultation. The Statement of General
Business Principles includes commitments to support fundamental
human rights and to contribute to sustainable development.

The Annual Report and Accounts 2002 is
distributed with a copy of The Shell Report 2002 
Meeting the energy challenge, which reviews how Group companies
are living up to the Groups Business Principles and
contributing to sustainable development.

Code of Ethics

For the guidance of principle executives and
senior financial officers, a Code of Ethics has been drawn up in
conjunction with the Groups Statement of General Business
Principles. This Code of Ethics can be found on the Shell
website (see www.shell.com/codeofethics).


Compensation of Directors and
Officers

The aggregate amount of remuneration paid to or
accrued for Directors, Managing Directors and officers of Shell
Transport as a group by Shell Transport and companies of the
Royal Dutch/ Shell Group of Companies for services in all
capacities during the fiscal year ended December 31, 2002,
was £3,734,394. In addition, £1,247,218 was paid
during 2002 for service during the fiscal year ended
December 31, 2001. The aggregate amount set aside to
provide pension, retirement and similar benefits for Directors,
Managing Directors and officers of Shell Transport by Shell
Transport and companies of the Royal Dutch/ Shell Group of
Companies during the fiscal year ended December 31, 2002,
was nil.


Reference is made to the information given in the
Remuneration section on pages S13 to S18 relating to
Directors emoluments.

None of the Directors of Shell Transport has
service contracts with Shell Transport, their employing company
or any other Group company providing for benefits upon
termination.



The   Shell   Transport and Trading
Company, Public Limited Company 85




---



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---



20-F/A (Amendment No. 1) 2002




---






SHARES UNDER OPTION AND SHARE PURCHASE
PLAN

Two Group companies, one in the Netherlands
(Shell Petroleum N.V.) and one in the United Kingdom (The Shell
Petroleum Company Limited), have stock option plans under which
options have been or may be granted to executives and other
employees of those and other Group companies. Options granted
under these plans are at a price of not less than the market
value at the date of granting the option and for the terms
indicated in the tabulation below.


The securities of Shell Transport involved in the
plans as of March 3, 2003, are 101,286,254 issued and
outstanding Ordinary shares.

The number of Ordinary shares under option at
March 3, 2003, and the option prices of the Ordinary shares
at the date the options were granted, per share and in total,
were as follows:

|                                    |  |                  |            |  |           |  |       |  |  |                    |              |  |  |                                   
|----------------------------------- |  | ---------------- | ---------- |  | --------- |  | ----- |  |  | ------------------ | ------------ |  |  | ----------------------------------
|                                   
|                                   
|                                    |  |                  |            | 
|                                    |  | Option price     |            |  |          
|                                    |  |                  |            | 
|                                    |  |                  |            | 
|                                    |  | Number of shares |            |  | Average   |  |       |  |  | Term              
|Plan                                |  | under option     |            |  | per share |  | Total |  |  | (expiration dates)
|                                   
|                                   
|Shell Petroleum N.V.                |  |                  | 1,200      |  |           |  | £4.39 |  |  |                    | £5,268       |  |  | 5 yearsa                          
|                                    |  |                  |            |  |           |  |       |  |  |                    |              |  |  | (04/10/02  03/10/03)             
|Shell Petroleum N.V.                |  |                  | 26,559,900 |  |           |  | £5.23 |  |  |                    | £138,997,378 |  |  | 10 years                          
|                                    |  |                  |            |  |           |  |       |  |  |                    |              |  |  | (10/12/07  13/11/12)             
|The Shell Petroleum Company Limited |  |                  | 74,725,154 |  |           |  | £5.10 |  |  |                    | £380,961,270 |  |  | 10 years
    (10/12/07  13/11/12)
|                                   



|  |                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | A five year option under the Shell Petroleum N.V.
    plan with a normal expiration date of 10/12/02 has in accordance
    with its terms been extended to an expiration date of 03/10/03
    due to the death of the participant who was granted the option.

During 1986 The Shell Petroleum Company Limited
established a savings-related share option scheme approved by
the United Kingdom Inland Revenue pursuant to the Finance Act
1980 (now consolidated into the Income and Corporation Taxes Act
1988) under which options have been or may be granted over
Ordinary shares of Shell Transport to eligible employees of
certain Group companies in the United Kingdom. Options granted
under the scheme are at a price of not less than the market
value shortly before the date of grant and are normally
exercisable after completion of a contractual savings period of
either three or five years. In 1998 Shell Petroleum N.V.
established a similar savings related share option scheme. At
March 3, 2003 there were 15,847,077 issued and outstanding
Ordinary shares of Shell Transport under option to such
employees pursuant to the rules of those schemes at prices
between £3.55 and £5.69.

The Global Employee Share Purchase Plan
implemented in 2001, enables employees to make contributions,
which are applied quarterly to purchase Royal Dutch or Shell
Transport shares at current market value. If the acquired shares
are retained in the Plan until the end of the twelve-month cycle
the employee receives an additional 15% share match. In the USA
a variant of the plan is operated where contributions are
applied to buy Royal Dutch shares at the end of the twelve-month
cycle. The purchase price is the lower of the market price on
the first or last trading day of the cycle reduced by 15%. Group
Managing Directors are not eligible to participate in the Global
Employee Share Purchase Plan. At March 3, 2003, 14,578
Shell Transport Ordinary shares (2001: 77,604) were held by
Group companies in connection with this Plan.

No issue of new shares is involved under any of
the plans or schemes mentioned above.



86 The
 Shell   Transport and Trading Company, Public
Limited Company




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---



20-F/A (Amendment No. 1) 2002




---





---



Index to the Financial Statements and
Exhibits




---






|                                                                                                                     |  |      |     | 
|-------------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|(A) Financial Data*                                                                                                  |  | Page |    
|                                                                                                                    
|                                                                                                                    
|Royal Dutch Petroleum Company:                                                                                       |  |      |     | 
|Report of Independent Public
    Accountants                                                                         |  |      | R1  | 
|Financial Statements                                                                                                 |  |      |     | 
|Profit and Loss Account                                                                                              |  |      | R2  | 
|Statement of Appropriation of Profit                                                                                 |  |      | R2  | 
|Earnings per ordinary share                                                                                          |  |      | R2  | 
|Balance Sheet                                                                                                        |  |      | R2  | 
|Statement of Cash Flows                                                                                              |  |      | R2  | 
|Notes to the Financial Statements                                                                                    |  |      | R3  | 
|Remuneration                                                                                                         |  |      | R11 | 
|                                                                                                                    
|The Shell Transport and Trading
    Company, Public Limited Company:                                               |  |      |     | 
|Report of Independent Public
    Accountants                                                                         |  |      | S1  | 
|Financial Statements                                                                                                 |  |      |     | 
|Profit and Loss Account                                                                                              |  |      | S2  | 
|Earnings per Ordinary share                                                                                          |  |      | S2  | 
|Balance Sheet                                                                                                        |  |      | S2  | 
|Statement of Total Recognised Gains and Losses                                                                       |  |      | S3  | 
|Statement of Retained Profit                                                                                         |  |      | S3  | 
|Statement of Cash Flows                                                                                              |  |      | S4  | 
|Notes to the Financial Statements                                                                                    |  |      | S5  | 
|Remuneration Report                                                                                                  |  |      | S13 | 
|                                                                                                                    
|Royal Dutch/ Shell Group of
    Companies:                                                                           |  |      |     | 
|Report of Independent Public
    Accountants                                                                         |  |      | G1  | 
|US GAAP Financial Statements                                                                                         |  |      |     | 
|Statement of Income                                                                                                  |  |      | G2  | 
|Statement of Comprehensive Income and Parent
    Companies Interest in Group Net Assets                             |  |      | G2  | 
|Statement of Assets and Liabilities                                                                                  |  |      | G3  | 
|Statement of Cash Flows                                                                                              |  |      | G4  | 
|Notes to the US GAAP Financial Statements                                                                            |  |      | G5  | 
|Netherlands GAAP Financial
    Statements                                                                            |  |      |     | 
|Statement of Income                                                                                                  |  |      | G41 | 
|Statement of Comprehensive Income and Parent
    Companies Interest in Group Net Assets                             |  |      | G41 | 
|Statement of Assets and Liabilities                                                                                  |  |      | G42 | 
|Notes to the Netherlands GAAP Financial Statements                                                                   |  |      | G43 | 
|Report of Independent Public
    Accountants                                                                         |  |      | G49 | 
|Supplementary information  Oil and
    Gas (unaudited)                                                              |  |      | G50 | 
|Reserves                                                                                                             |  |      | G50 | 
|Standardised measure of discounted future cash
    flows                                                             |  |      | G60 | 
|Supplementary information 
    Derivatives and other Financial Instruments and Derivative
    Commodity Instruments |  |      | G62 | 



Index to the Financial Statements and
Exhibits 87




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|             |  |                                                                                                                                                                                                                                                                                                                                                                  |    |      |     | 
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | --- | 
|(B) Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                  |    | Page |    
|            
|            
|(B) Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                  | E1 |     
|            
|1.1          |  | Articles of Association of Royal Dutch
    (incorporated by reference to Exhibit 1.1 to the Annual
    Report on Form 20-F (Commission File Nos. 1-3788 and
    1-4039) of Royal Dutch and Shell Transport filed with the
    Securities and Exchange Commission on March 31, 2003)                                                                              |    |      |     | 
|1.2          |  | Memorandum and Articles of Association of Shell
    Transport (incorporated by reference to the Report of Foreign
    Issuer on Form 6-K (Commission File No. 1-4039) of
    Shell Transport furnished to the Securities and Exchange
    Commission on June 21, 2002)                                                                                           |    |      |     | 
|4.1          |  | Adjustment Agreement between Royal Dutch and
    Shell Transport dated July 5, 1907, and certain amendments
    thereto (incorporated by reference to Exhibit 4.1 to the
    Annual Report on Form 20-F (Commission File Nos. 1-3788 and
    1-4039) of Royal Dutch and Shell Transport filed with the
    Securities and Exchange Commission on March 31, 2003) |    |      |     | 
|4.2          |  | Shell Petroleum N.V. Stock Option Plan, as
    amended (incorporated by reference to the Post-Effective
    Amendment No. 1 to Registration Statement on Form S-8
    (Registration No. 333-7590) of Royal Dutch and Shell
    Transport filed with the Securities and Exchange Commission on
    June 28, 2001)                                                 |    |      |     | 
|4.3          |  | Shell Petroleum Company Limited Stock Option Plan
    (1967), as amended (incorporated by reference to the
    Post-Effective Amendment No. 1 to Registration Statement on
    Form S-8 (Registration No. 333-7590) of Royal Dutch
    and Shell Transport filed with the Securities and Exchange
    Commission on June 28, 2001)                               |    |      |     | 
|8            |  | Significant Group companies as at
    December 31, 2002 (incorporated by reference to
    Exhibit 8 to the Annual Report on Form 20-F (Commission
    File Nos. 1-3788 and 1-4039) of Royal Dutch and Shell
    Transport filed with the Securities and Exchange Commission on
    March 31, 2003)                                                               |    |      |     | 
|23.1         |  | Consent of KPMG Accountants N.V., The Hague                                                                                                                                                                                                                                                                                                                      |    |      | E2  | 
|23.2         |  | Consent of PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                                                                    |    |      | E3  | 
|23.3         |  | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                           |    |      | E4  | 
|23.4         |  | Consent of KPMG Accountants N.V., The Hague                                                                                                                                                                                                                                                                                                                      |    |      | E5  | 
|23.5         |  | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                           |    |      | E6  | 
|23.6         |  | Consent of KPMG Accountants N.V., The Hague
    and PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                           |    |      | E7  | 
|23.7         |  | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                           |    |      | E8  | 
|99.1         |  | Section 302 Certification of Royal Dutch                                                                                                                                                                                                                                                                                                                         |    |      | E9  | 
|99.2         |  | Section 302 Certification of Royal Dutch                                                                                                                                                                                                                                                                                                                         |    |      | E10 | 
|99.3         |  | Section 302 Certification of Shell Transport                                                                                                                                                                                                                                                                                                                     |    |      | E11 | 
|99.4         |  | Section 302 Certification of Shell Transport                                                                                                                                                                                                                                                                                                                     |    |      | E12 | 
|99.5         |  | Section 906 Certification of Royal Dutch                                                                                                                                                                                                                                                                                                                         |    |      | E13 | 
|99.6         |  | Section 906 Certification of Shell Transport                                                                                                                                                                                                                                                                                                                     |    |      | E14 | 



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Schedules not included have been omitted because
    they are not applicable or not required. Alternatively, the
    required information is shown in the financial statements or
    notes thereto. Summarised financial information in aggregate for
    majority-owned subsidiaries not consolidated and 50% or
    less-owned persons, the investments in which are accounted for
    by the equity method, has been provided in the notes to the
    financial statements. Separate financial statements for any such
    individual majority-owned subsidiary not consolidated or 50% or
    less-owned person, the investments in which are accounted for by
    the equity method, have been omitted because none constitutes a
    significant subsidiary.



88 Index
to the Financial Statements and Exhibits




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Royal Dutch Petroleum Company


Report of Independent Public Accountants




---





To: Royal Dutch Petroleum Company

We have audited the Financial Statements of Royal
Dutch Petroleum Company for the years 2002, 2001 and 2000
appearing on pages R2 to R10. The preparation of these
Financial Statements is the responsibility of the Board of
Management. Our responsibility is to express an opinion on the
Financial Statements based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the Financial Statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Financial Statements. An
audit also includes assessing the accounting principles used and
significant estimates made by the Board of Management in the
preparation of the Financial Statements, as well as evaluating
the overall Financial Statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the Financial Statements referred
to above present fairly, in all material respects, the financial
position of Royal Dutch Petroleum Company at December 31,
2002 and 2001, and the results of its operations and its cash
flows for each of the three years in the period ended
December 31, 2002 in accordance with generally accepted
accounting policies in the Netherlands.

The report of independent accountants on the
2002, 2001 and 2000 Financial Statements of the Royal Dutch/
Shell Group of Companies, which form part of the Financial
Statements of Royal Dutch Petroleum Company, appears on
page G49.

As discussed in Note 2 on page R3, the
Company has restated its Financial Statements for the three
years ended December 31, 2002 and made certain changes in
its accounting principles.

As discussed in Note 12 on page R8, the
Company has restated its Financial Statements for the three
years ended December 31, 2002 to change its method of
accounting for earnings per share.

Accounting principles generally accepted in the
Netherlands vary in certain significant respects from accounting
principles generally accepted in the United States of America.
Information relating to the nature and effect of such
differences is presented in Note 15 on page R9.

/s/ KPMG Accountants N.V.

-----------------------------------------------------


KPMG Accountants N.V., The Hague


Independent public accountants


March 5, 2003, except for Note 2
(Restatement of Previously Issued Financial Statements), and
Note 12 (Earnings per share), Note 15 (Reconciliation
between Netherlands GAAP and US GAAP) and Note 16
(Subsequent events), which are as of May 22, 2004.



Royal Dutch Petroleum
Company      R1




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Financial Statements




---






|                                                                         |  |           |   |  |      |  |       |      |  |  |       |  |  |  |       | 
|------------------------------------------------------------------------ |  | --------- | - |  | ---- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                                                                        
|Profit and Loss Account (as restated)                                    |  |  million |  
|                                                                         |  |          
|                                                                        
|                                                                        
|                                                                         |  | Note      |   |  | 2002 |  |       | 2001 |  |  | 2000  | 
|                                                                         |  |           |   |  |      |  |       |     
|                                                                        
|                                                                        
|Share in the net income of companies of the Royal
    Dutch/ Shell Group |  |           | 4 |  |      |  | 6,093 |      |  |  | 6,930 |  |  |  | 8,378 | 
|lessAdministrative
    expenses                                          |  |           |   |  |      |  | 5     |      |  |  | 6     |  |  |  | 4     | 
|                                                                        
|                                                                         |  |           |   |  |      |  | 6,088 |      |  |  | 6,924 |  |  |  | 8,374 | 
|                                                                        
|Interest income                                                          |  |           |   |  |      |  | 28    |      |  |  | 33    |  |  |  | 24    | 
|                                                                        
|Profit before taxation                                                   |  |           |   |  |      |  | 6,116 |      |  |  | 6,957 |  |  |  | 8,398 | 
|                                                                        
|lessTaxation                                                             |  |           |   |  |      |  | 8     |      |  |  | 10    |  |  |  | 7     | 
|                                                                        
|Profit after taxation                                                    |  |           |   |  |      |  | 6,108 |      |  |  | 6,947 |  |  |  | 8,391 | 
|                                                                        

|                                                   |  |           |       |  |      |  |        |      |  |  |        |   |  |  |        |  
|-------------------------------------------------- |  | --------- | ----- |  | ---- |  | ------ | ---- |  |  | ------ | - |  |  | ------ | -
|                                                  
|Statement of Appropriation of Profit (as restated) |  |  million |      
|                                                   |  |          
|                                                  
|                                                  
|                                                   |  | Note      |       |  | 2002 |  |        | 2001 |  |  | 2000   |  
|                                                   |  |           |       |  |      |  |        |     
|                                                  
|                                                  
|Profit after taxation                              |  |           |       |  |      |  | 6,108  |      |  |  | 6,947  |   |  |  | 8,391  |  
|Taken from/(to) Statutory
    investment reserve   |  |           | 5     |  |      |  | (2,776 | )    |  |  | (782   | ) |  |  | (2,684 | )
|Undistributed profit at
    beginning of year      |  |           |       |  |      |  | 2,670  |      |  |  | 2,701  |   |  |  | 402    |  
|Repurchase of share capital                        |  |           |       |  |      |  | (847   | )    |  |  | (2,654 | ) |  |  |       |  
|Unclaimed dividends forfeited                      |  |           |       |  |      |  | 1      |      |  |  | 1      |   |  |  | 1      |  
|                                                  
|Available for distribution                         |  |           |       |  |      |  | 5,156  |      |  |  | 6,213  |   |  |  | 6,110  |  
|                                                  
|lessInterim
    dividenda                          |  |           |       |  |      |  | 1,506  | b    |  |  | 1,501  |   |  |  | 1,436  |  
|Final dividend                                     |  |           |       |  |      |  | 2,084  | b c  |  |  | 2,042  |   |  |  | 1,973  |  
|                                                  
|                                                   |  |           |       |  |      |  | 3,590  |      |  |  | 3,543  |   |  |  | 3,409  |  
|                                                  
|Undistributed profit at end of year                |  |           | 1,566 |  |      |  | 2,670  |      |  |  | 2,701  |  
|                                                  



|  |                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------
|a | Including 4% cumulative preference dividend
    amounting to
    26,880 on
    priority shares (2000 and
    2001: 27,227).
| 
|b | No dividends are paid on ordinary shares acquired
    and held by the Company in its own capital.                            
| 
|c | Proposed final dividend, subject to finalisation
    by the General Meeting of Shareholders to be held on
    April 23, 2003.

|                                           |  |   |  |      |  |  |      |  |  |      |      |  |  |  |      | 
|------------------------------------------ |  | - |  | ---- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- | 
|                                          
|Earnings per ordinary share (as restated)a |  |  | 
|                                           |  |  
|                                          
|                                          
|                                           |  |   |  | 2002 |  |  | 2001 |  |  | 2000 |     
|                                           |  |   |  |      |  |  |      | 
|                                          
|                                          
|Net income/profit after taxation           |  |   |  |      |  |  | 2.97 |  |  |      | 3.32 |  |  |  | 3.94 | 
|                                          



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The earnings per share amounts shown above are
    directly related to profit after taxation. In the opinion of the
    Board of Management, these are the most meaningful since they
    reflect the full entitlement of the Company in the income of
    Group companies. The earnings per share calculation includes
    shares held to back share options (refer to Note 22 of the
    Group Financial Statements). There is no difference between
    basic and diluted earnings per share.



|  |                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | On weighted average 2,092,718,616 shares in issue
    during the year 2002 (2001: on 2,119,873,567 and 2000: on
    2,144,296,352 shares in issue). For this purpose shares
    repurchased under the buyback programme are deemed to have been
    cancelled on purchase date.

|                                            |                                                                         |           |   |        |      |  |        |        |   |  |        |        |  
|------------------------------------------- | ----------------------------------------------------------------------- | --------- | - | ------ | ---- |  | ------ | ------ | - |  | ------ | ------ | -
|                                           
|Balance Sheet (as restated)a                |                                                                         |  million |  
|                                            |                                                                         |          
|                                           
|                                           
|                                            |                                                                         |           |   | Dec 31 |      |  | Dec 31 |       
|                                            |                                                                         | Note      |   |        | 2002 |  |        | 2001   |  
|                                            |                                                                         |           |   |        |      | 
|                                           
|                                           
|Fixed assets                                |                                                                         |           |   |        |      |  |        |        |   |  |        |       
|Financial fixed assets                      |                                                                         |           |   |        |      |  |        |        |   |  |        |       
|                                            | Investments in companies of
    the Royal Dutch/ Shell Group            |           |   | 5      |      |  |        | 35,082 |   |  |        | 38,487 |  
|Current assets                              |                                                                         |           |   |        |      |  |        |        |   |  |        |       
|Receivables                                 |                                                                         |           |   |        |      |  |        |        |   |  |        |       
|                                            | Dividends receivable from companies of
    the Royal Dutch/ Shell Group |           |   |        |      |  |        | 2,982  |   |  |        | 4,111  |  
|                                            | Other receivables                                                       |           |   | 6      |      |  |        | 36     |   |  |        | 23     |  
|Cash and cash equivalents                   |                                                                         |           |   |        |      |  | 589    |        |   |  | 549    |       
|                                           
|                                            |                                                                         |           |   |        |      |  | 3,607  |        |   |  | 4,683  |       
|                                           
|Current liabilities                         |                                                                         |           |   |        |      |  |        |        |   |  |        |       
|                                            | Final dividend                                                          |           |   |        |      |  |        | 2,084  | b |  |        | 2,042  |  
|                                            | Other liabilities                                                       |           |   | 7      |      |  |        | 11     |   |  |        | 9      |  
|                                           
|                                            |                                                                         |           |   |        |      |  | 2,095  |        |   |  | 2,051  |       
|                                           
|Current assets less current
    liabilities |                                                                         |           |   |        |      |  | 1,512  |        |   |  | 2,632  |       
|                                           
|Total assets less current
    liabilities   |                                                                         |           |   |        |      |  | 36,594 |        |   |  | 41,119 |       
|                                           
|Shareholders equity                        |                                                                         |           |   |        |      |  |        |        |   |  |        |       
|Paid-up capital                             |                                                                         |           | 8 |        |      |  |        |        |   |  |        |       
|                                            | Ordinary shares                                                         |           |   |        |      |  |        | 1,175  |   |  |        | 1,206  |  
|                                            | Priority shares                                                         |           |   |        |      |  |        | 1      |   |  |        | 1      |  
|                                           
|                                            |                                                                         |           |   |        |      |  | 1,176  |        |   |  | 1,207  |       
|                                           
|Share premium reserve                       |                                                                         |           |   |        |      |  | 1      |        |   |  | 1      |       
|Investment reserves                         |                                                                         |           | 5 |        |      |  |        |        |   |  |        |       
|                                            | Statutory                                                               |           |   |        |      |  |        | 23,148 |   |  |        | 25,535 |  
|                                            | Currency translation differences                                        |           |   |        |      |  |        | (2,370 | ) |  |        | (4,299 | )
|                                            | Other                                                                   |           |   |        |      |  |        | 13,058 |   |  |        | 16,005 |  
|                                           
|                                            |                                                                         |           |   |        |      |  | 33,836 |        |   |  | 37,241 |       
|                                           
|Other statutory reserves                    |                                                                         |           | 9 |        |      |  | 15     |        |   |  |       |       
|Undistributed profit                        |                                                                         |           |   |        |      |  | 1,566  |        |   |  | 2,670  |       
|                                           
|                                            |                                                                         |           |   |        |      |  | 36,594 |        |   |  | 41,119 |       
|                                           



|  |                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------
|a | The appropriation of profit has already been
    incorporated in the Balance Sheet.                                          
| 
|b | Proposed final dividend, subject to finalisation
    by the General Meeting of Shareholders to be held on
    April 23, 2003.

|                                                                                   |  |           |        |   |      |  |        |      |  |  |        |  
|---------------------------------------------------------------------------------- |  | --------- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|                                                                                  
|Statement of Cash Flows (as restated)                                              |  |  million |       
|                                                                                   |  |          
|                                                                                  
|                                                                                  
|                                                                                   |  | 2002      |        |   | 2001 |  |        | 2000 | 
|                                                                                   |  |           |        |   |      | 
|                                                                                  
|                                                                                  
|Returns on investments and servicing of
    finance                                |  |           |        |   |      |  |        |      |  |  |        |  
|Dividends received from Group companies                                            |  |           | 4,446  |   |      |  | 6,342  |      |  |  | 3,352  |  
|Interest received                                                                  |  |           | 32     |   |      |  | 30     |      |  |  | 26     |  
|Other                                                                              |  |           | (5     | ) |      |  | (5     | )    |  |  |       |  
|                                                                                  
|Net cash inflow/(outflow) from returns
    on investments and servicing of finance |  |           | 4,473  |   |      |  | 6,367  |      |  |  | 3,378  |  
|                                                                                  
|Taxation                                                                           |  |           |        |   |      |  |        |      |  |  |        |  
|Tax (paid)/recovered                                                               |  |           | (8     | ) |      |  | (14    | )    |  |  | (3     | )
|Financing                                                                          |  |           |        |   |      |  |        |      |  |  |        |  
|Repurchase of share capital, including expenses                                    |  |           | (889   | ) |      |  | (2,700 | )    |  |  |       |  
|Dividends paid                                                                     |  |           | (3,536 | ) |      |  | (3,459 | )    |  |  | (3,283 | )
|                                                                                  
|Increase/(decrease) in cash and cash
    equivalents                               |  |           | 40     |   |      |  | 194    |      |  |  | 92     |  
|                                                                                  
|Cash at January 1                                                                  |  |           | 549    |   |      |  | 355    |      |  |  | 263    |  
|                                                                                  
|Cash at December 31                                                                |  |           | 589    |   |      |  | 549    |      |  |  | 355    |  
|                                                                                  





R2 Royal
Dutch Petroleum Company




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---



20-F/A (Amendment No. 1) 2002




---





---



Notes to the Financial Statements




---



1   The Company

Royal Dutch, one of the Parent Companies of the
Royal Dutch/ Shell Group, is a holding company which, in
conjunction with Shell Transport, owns, directly or indirectly,
investments in the numerous companies known collectively as the
Royal Dutch/ Shell Group of Companies.


The Financial Statements of the Royal Dutch/
Shell Group of Companies and the Notes thereto on pages G2
to G48 form part of the Notes to the Annual Accounts.

Arrangements between Royal Dutch and Shell
Transport provide, inter alia, that notwithstanding
variations in shareholdings, Royal Dutch and Shell Transport
shall share in the aggregate net assets and in the aggregate
dividends and interest received from Group companies in the
proportion of 60:40. It is further arranged that the burden of
all taxes in the nature of, or corresponding to, an income tax
leviable in respect of such dividends and interest shall fall in
the same proportion.

2   Restatement of Previously
Issued Financial Statements

The Group Financial Statements included in this
Amendment No.1 are presented in accordance with
US GAAP and include separate financial information prepared
under Netherlands GAAP. The accounting policies under
Netherlands GAAP have been changed to correct inappropriate
departures from Netherlands GAAP, in respect of inventory
accounting and the amortisation of goodwill, in order to more
closely reflect accounting practice generally accepted in the
Netherlands. In addition, errors in the depreciation, depletion
and amortisation charges related to the restatement of reserves
have been adjusted with restatement of prior years (beginning on
page G43 of the Netherlands GAAP information of the Royal
Dutch/ Shell Group of Companies).The accounting principles in
the Netherlands GAAP Financial Statements of the Royal Dutch/
Shell Group of Companies have also been revised at the election
of the Group in respect of exploration costs and certain
contracts for the sale and delivery of own natural gas
production. The effect on the determination of the share of
Royal Dutch in the net income of companies of the Royal Dutch/
Shell Group is disclosed in Note 31 to the Netherlands GAAP
Financial Statements of the Royal Dutch/ Shell Group of
Companies on pages G43 to G45.


Prior year amounts related to these accounting
changes have been restated to conform with current year
presentation.



Royal Dutch Petroleum
Company      R3




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



The effect on profit after taxation and the
Shareholders equity of Royal Dutch is as follows:

|                                                                                  |                                    |                       |       |               |        |  |              |      |   |  |       |     |   |      |        |     |   |  |        |     |  
|--------------------------------------------------------------------------------- | ---------------------------------- | --------------------- | ----- | ------------- | ------ |  | ------------ | ---- | - |  | ----- | --- | - | ---- | ------ | --- | - |  | ------ | --- | -
|                                                                                 
| million                                                                         |                                   
|                                                                                 
|                                                                                 
|                                                                                  |                                    |                      
|                                                                                  |                                    |                       |       | Shareholders |       
|                                                                                  |                                    | Profit after taxation |       |               | equity | 
|                                                                                  |                                    |                       |       |              
|                                                                                  |                                    |                       |       | December 31,  |        |  | December 31, |     
|                                                                                  |                                    | 2002                  |       |               | 2001   |  |              | 2000 |   |  | 2002  |     |   | 2001 |       
|                                                                                  |                                    |                       |       |               |        |  |              |      |   | 
|                                                                                 
|                                                                                 
|As previously reported                                                            |                                    |                       | 6,004 |               |        |  | 7,282        |      |   |  | 8,285 |     |   |      | 36,446 |     |   |  | 41,063 |    
|Reserves restatement                                                              |                                    |                       | (69   | )             |        |  | (28          | )    |   |  | (52   | )   |   |      | (176   | )   |   |  | (111   | )  
|Changes in accounting principles of the Royal
    Dutch/ Shell Group of Companies |                                    |                       |       |               |        |  |              |      |   |  |       |     |   |      |        |     |   |  |        |    
|                                                                                  | Valuation of inventories           |                       |       | 324           |        |  |              | (299 | ) |  |       | 175 |   |      |        | 537 |   |  |        | 230 |  
|                                                                                  | Goodwill amortisation              |                       |       | (76           | )      |  |              |      |   |  |       |     |   |      |        | (76 | ) |  |        |     |  
|                                                                                  | Exploration costs                  |                       |       | (39           | )      |  |              | (9   | ) |  |       | (27 | ) |      |        | (99 | ) |  |        | (62 | )
|                                                                                  | Valuation of certain gas contracts |                       |       | (25           | )      |  |              |      |   |  |       |     |   |      |        | (25 | ) |  |        |     |  
|                                                                                  | Currency translation effect        |                       |       | (11           | )      |  |              | 1    |   |  |       | 10  |   |      |        | (13 | ) |  |        | (1  | )
|                                                                                 
|As restated                                                                       |                                    |                       | 6,108 |               |        |  | 6,947        |      |   |  | 8,391 |     |   |      | 36,594 |     |   |  | 41,119 |    
|                                                                                 

3   Accounting
principles

The Annual Accounts of Royal Dutch include the
Netherlands GAAP Financial Statements of the Royal Dutch/Shell
Group of Companies. These Annual Accounts have been prepared in
accordance with legal requirements and generally accepted
accounting principles in the Netherlands.


The investments in and the share in the net
income of companies of the Royal Dutch/Shell Group are accounted
for by the equity method (see also Notes 4 and 5).
Accounting principles used by the Group are given in the Notes
to the Netherlands GAAP Financial Statements of the Royal
Dutch/Shell Group of Companies on page G43.

Current assets and liabilities are stated at
their nominal value. Assets and liabilities in foreign
currencies are translated into euros at year-end rates of
exchange, whereas results for the year are translated at average
rates. For the Profit and Loss Account euros are translated from
dollars at the weighted average rate of exchange. Currency
translation differences arising from translating the investments
in companies of the Royal Dutch/Shell Group are taken to
Investment reserves (see Note 5).

Administrative expenses, Interest income and
Taxation are stated at the amounts attributable to the
respective financial years.

4   Share in the net income of
companies of the Royal Dutch/ Shell Group

The amount dealt with under this heading in the
Profit and Loss Account has been calculated as 60% of the net
income of the Royal Dutch/ Shell Group as presented in the Group
Financial Statements on page G47. The Royal Dutch share in
the net income of the Royal Dutch/ Shell Group amounts to
6,093 million,
the equivalent of $5,761 million (2001:
6,930 million,
the equivalent of $6,210 million). Net income has been
translated into euros using the weighted-average rate of
exchange for the year.


The dividend for 2002 distributed and yet to be
distributed by Group companies to Royal Dutch amounted to
3,317 million,
the equivalent of $3,261 million (2001:
6,148 million,
the equivalent of $5,498 million).

5   Investments and
reserves

The 60% interest in Group net assets is equal to
the interest applicable to Royal Dutch as shown in Note 35
to the Financial Statements of the Royal Dutch/ Shell Group of
Companies (on pages G46 to G48) .


Royal Dutchs investments in the companies
of the Royal Dutch/ Shell Group are stated at an amount equal to
the 60% share in Group net assets, translated into euros at the
year-end rate. Movements during the year are translated at
different rates of exchange. The resulting difference is
included in Translation effect arising from movements in
dollar/euro rate.

The difference of
33,836 million
between the cost of the investments and the amounts at which the
investments are stated in the Balance Sheet has been taken to
Investment reserves.



R4 Royal
Dutch Petroleum Company




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



The Statutory investment reserve comprises Royal
Dutchs 60% share in the undistributed net income of Group
companies which has arisen as from January 1, 1984; Royal
Dutchs share in the undistributed net income of Group
companies accumulated until that date is included in Investment
reserves  Other.

Royal Dutchs 60% share in the cumulative
Group currency translation differences arises as a result of
translating the assets and liabilities of non-dollar companies
to dollars at year-end rates of exchange (see Note 4 to the
Financial Statements of the Royal Dutch/ Shell Group of
Companies on page G12) and is shown under Investment
reserves as Currency translation differences.

The net increase/ decrease in Parent
Companies shares held by Group companies represents the
balance of sales and purchases of these shares minus dividends
received on these shares.

Other comprehensive income, net of tax, consists
of currency translation differences, unrealised gains/ losses on
securities and on cash flow hedges and minimum pension liability
adjustments and is translated at year-end rate (see Note 5
to the Financial Statements of the Royal Dutch/ Shell Group of
Companies on page G12).

The movements during the year in the value of the
Group reporting currency (dollar) against the Royal Dutch
reporting currency (euro) lead to currency translation
differences.

As the amounts dealt with under Investment
reserves have been, or will be, substantially reinvested by the
companies concerned, it is not meaningful to provide for taxes
on possible future distributions out of earnings retained by
those companies; no such provision has therefore been made.
Furthermore, it is not practicable to estimate the full amount
of tax or the withholding tax element.



Royal Dutch Petroleum
Company      R5




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Movements in Investments and Investment
reserves





|                                                                                                             |  |              |        |   |            |  |           |                     |  |  |           |   |             |             |        |   |       |  |        |       |  |  |        |   |  |  |        |  
|------------------------------------------------------------------------------------------------------------ |  | ------------ | ------ | - | ---------- |  | --------- | ------------------- |  |  | --------- | - | ----------- | ----------- | ------ | - | ----- |  | ------ | ----- |  |  | ------ | - |  |  | ------ | -
|                                                                                                             |  |              |        |   |            | 
|                                                                                                             |  | $ million    |        |   |            |  |  million |                    
|                                                                                                             |  |              |        |   |            | 
|                                                                                                             |  |              |        |   |            |  |           |                    
|                                                                                                             |  |              |        |   |            |  |           | Investment reserves | 
|                                                                                                             |  |              |        |   |            |  |           |                    
|                                                                                                             |  | 60% interest |        |   |            |  |           |                     |  |  | Currency  |   |             |            
|                                                                                                             |  | in Group     |        |   | Exchange   |  |           | Royal Dutch         |  |  |           |   | translation |             |        |  
|                                                                                                             |  | net assets   |        |   | Rate (/$) |  |           | investments         |  |  | Statutory |   |             | differences |        |   | Other |  |        | Total | 
|                                                                                                             |  |              |        |   |            |  |           |                     |  |  |           |   |             |            
|                                                                                                            
|                                                                                                            
|Balance at December 31, 2000 (as
    previously reported)                                                    |  |              | 34,252 |   |            |  |           |                     |  |  | 36,988    |   |             |             | 23,298 |   |       |  | (2,994 | )     |  |  | 15,438 |   |  |  | 35,742 |  
|                                                                                                            
|Cumulative restatement per December 31,
    2000 as described in Note 2                                      |  |              | 349    |   |            |  | 1.07      |                     |  |  | 375       |   |             |             | 370    |   |       |  | 4      |       |  |  | 1      |   |  |  | 375    |  
|                                                                                                            
|Balance at December 31, 2000 as
    restateda                                                                |  |              | 34,601 |   |            |  |           |                     |  |  | 37,363    |   |             |             | 23,668 |   |       |  | (2,990 | )     |  |  | 15,439 |   |  |  | 36,117 |  
|                                                                                                            
|Deduct: 60% of the book value of Shell
    Transport shares held by Group companies at December 31,
    2000 |  |              |        |   |            |  |           |                     |  |  | (212      | ) |             |             |        |   |       |  |        |       |  |  | (212   | ) |  |  | (212   | )
|                                                                                                            
|Share of Group net assets at December 31,
    2000 as restated                                               |  |              | 34,601 |   |            |  | 1.07      |                     |  |  | 37,151    |   |             |             |        |   |       |  |        |       |  |  |        |   |  |  |        |  
|                                                                                                            
|Movements during the year 2001                                                                               |  |              |        |   |            |  |           |                     |  |  |           |   |             |             |        |   |       |  |        |       |  |  |        |   |  |  |        |  
|Share in the net income of Group companies as
    restated                                                   |  |              | 6,210  |   |            |  | 1.12      |                     |  |  | 6,930     |   |             |             | 6,930  |   |       |  |        |       |  |  |        |   |  |  |        |  
|Distribution to Royal Dutch                                                                                  |  |              | (5,498 | ) |            |  | 1.12      |                     |  |  | (6,148    | ) |             |             | (6,148 | ) |       |  |        |       |  |  |        |   |  |  |        |  
|                                                                                                             |  |              |        |   |            |  |           |                     |  |  |           |   |             |             |        |   |       |  |        |       |  |  |        |   |  |  |        |  
|Undistributed net income of Group companies as
    restated                                                  |  |              | 712    |   |            |  |           |                     |  |  | 782       |   |             |             | 782    |   |       |  |        |       |  |  |        |   |  |  | 782    |  
|Net (increase)/decrease in Parent Companies
    shares held by Group companies                              |  |              | (385   | ) |            |  | 1.12      |                     |  |  | (430      | ) |             |             |        |   |       |  |        |       |  |  | (430   | ) |  |  | (430   | )
|Other comprehensive income, net of tax as restated                                                           |  |              | (1,182 | ) |            |  | 1.13      |                     |  |  | (1,335    | ) |             |             | (183   | ) |       |  | (1,152 | )     |  |  |        |   |  |  | (1,335 | )
|Translation effect arising from movements in
    dollar/euro rate as restated                                |  |              |        |   |            |  |           |                     |  |  | 1,972     |   |             |             | 1,268  |   |       |  | (157   | )     |  |  | 861    |   |  |  | 1,972  |  
|                                                                                                            
|Share of Group net assets at December 31,
    2001 as restated                                               |  |              | 33,746 |   |            |  |           |                     |  |  | 38,140    |   |             |             | 25,535 |   |       |  | (4,299 | )     |  |  | 15,658 |   |  |  | 36,894 |  
|                                                                                                            
|Add: 60% of the book value of Shell Transport
    shares held by Group companies at December 31,
    2001    |  |              |        |   |            |  |           |                     |  |  | 347       |   |             |             |        |   |       |  |        |       |  |  | 347    |   |  |  | 347    |  
|                                                                                                            
|Balance at December 31, 2001 as
    restated                                                                 |  |              | 33,746 |   |            |  |           |                     |  |  | 38,487    |   |             |             | 25,535 |   |       |  | 4,299  |       |  |  | 16,005 |   |  |  | 37,241 |  
|                                                                                                            
|Deduct: 60% of the book value of Shell
    Transport shares held by Group companies at December 31,
    2001 |  |              |        |   |            |  |           |                     |  |  | (347      | ) |             |             |        |   |       |  |        |       |  |  | (347   | ) |  |  | (347   | )
|                                                                                                            
|                                                                                                             |  |              |        |   |            |  |           |                     |  |  | 38,140    |   |             |             | 25,535 |   |       |  | (4,299 | )     |  |  | 15,658 |   |  |  | 36,894 |  
|                                                                                                            
|Movements during the year 2002                                                                               |  |              |        |   |            |  |           |                     |  |  |           |   |             |             |        |   |       |  |        |       |  |  |        |   |  |  |        |  
|Share in the net income of Group companies                                                                   |  |              | 5,761  |   |            |  | 1.06      |                     |  |  | 6,093     |   |             |             | 6,093  |   |       |  |        |       |  |  |        |   |  |  |        |  
|Distribution to Royal Dutch                                                                                  |  |              | (3,261 | ) |            |  | 1.02      |                     |  |  | (3,317    | ) |             |             | (3,317 | ) |       |  |        |       |  |  |        |   |  |  |        |  
|Undistributed net income of Group companies                                                                  |  |              | 2,500  |   |            |  |           |                     |  |  | 2,776     |   |             |             | 2,776  |   |       |  |        |       |  |  |        |   |  |  | 2,776  |  
|Net (increase)/decrease in Parent Companies
    shares held by Group companies                              |  |              | (507   | ) |            |  | 1.06      |                     |  |  | (538      | ) |             |             |        |   |       |  |        |       |  |  | (538   | ) |  |  | (538   | )
|Other comprehensive income, net of tax                                                                       |  |              | 455    |   |            |  | 0.96      |                     |  |  | 434       |   |             |             | (831   | ) |       |  | 1,265  |       |  |  |        |   |  |  | 434    |  
|Translation effect arising from movements in
    dollar/euro rate                                            |  |              |        |   |            |  |           |                     |  |  | (6,226    | ) |             |             | (4,332 | ) |       |  | 664    |       |  |  | (2,558 | ) |  |  | (6,226 | )
|                                                                                                            
|Share of Group net assets at December 31,
    2002 as restated                                               |  |              | 36,194 |   |            |  |           |                     |  |  | 34,586    |   |             |             | 23,148 |   |       |  | (2,370 | )     |  |  | 12,562 |   |  |  | 33,340 |  
|                                                                                                            
|Add: 60% of the book value of Shell Transport
    shares held by Group companies at December 31,
    2002    |  |              |        |   |            |  |           |                     |  |  | 496       |   |             |             |        |   |       |  |        |       |  |  | 496    |   |  |  | 496    |  
|                                                                                                            
|Balance at December 31, 2002 as
    restated                                                                 |  |              | 36,194 |   |            |  |           |                     |  |  | 35,082    |   |             |             | 23,148 |   |       |  | (2,370 | )     |  |  | 13,058 |   |  |  | 33,836 |  
|                                                                                                            



|  |                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------
|a | See Notes 31 and 35 to the Netherlands GAAP
    Financial Statements of the Royal Dutch/Shell Group of Companies.

|                        |  |           |    |  |        |  |    | 
|----------------------- |  | --------- | -- |  | ------ |  | -- | 
|                        |  |          
|6 Other receivables     |  |  million
|                       
|                       
|                        |  | Dec 31    |    |  | Dec 31 | 
|                        |  | 2002      |    |  | 2001   | 
|                        |  |           |    | 
|                       
|                       
|Dividend tax receivable |  |           | 35 |  |        |  | 19 | 
|Other receivables       |  |           | 1  |  |        |  | 4  | 
|                       
|                        |  |           | 36 |  |        |  | 23 | 
|                       



R6 Royal
Dutch Petroleum Company




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                   |  |           |    |  |        |  |   | 
|---------------------------------- |  | --------- | -- |  | ------ |  | - | 
|                                   |  |          
|7 Other liabilities                |  |  million
|                                  
|                                  
|                                   |  | Dec 31    |    |  | Dec 31 | 
|                                   |  | 2002      |    |  | 2001   | 
|                                   |  |           |    | 
|                                  
|                                  
|Dividends and dividend tax payable |  |           | 8  |  |        |  | 7 | 
|Accounts payable                   |  |           | 1  |  |        |  | 1 | 
|Corporation tax                    |  |           | 2  |  |        |  | 1 | 
|                                  
|                                   |  |           | 11 |  |        |  | 9 | 
|                                  

8   Share capital

The authorised capital as laid down in the
Articles of Association is expressed in euros and amounts to
1,792,000,000.
The authorised share capital is divided into 3,198,800,000
ordinary shares with a par value of
0.56 each and
1,500 priority shares with a par value of
448 each. The
movements in issued and paid-up capital during 2002 were as
follows:


|                                                      |                             |  |               |               |   |  |               |               |  
|----------------------------------------------------- | --------------------------- |  | ------------- | ------------- | - |  | ------------- | ------------- | -
|                                                      |                             | 
|Number of shares                                      |                             |  |              |              
|                                                      |                             | 
|Ordinary shares of N.fl.1.25                          |                             |  |               |               |   |  |               |              
|                                                      | At beginning of year        |  |               | 2,126,647,800 |   |  |               | 1,206,288,373 |  
|                                                      | Redenomination to
    0.56 |  |               |               |   |  |               | (15,365,605   | )
|                                                      | Cancelled during 2002       |  |               | (27,362,800   | ) |  |               | (15,323,168   | )
|                                                     
|                                                      | At end of year              |  |               | 2,099,285,000 |   |  |               | 1,175,599,600 |  
|                                                     
|Priority shares of N.fl.1,000                         |                             |  |               |               |   |  |               |              
|                                                      | At beginning of year        |  |               | 1,500         |   |  |               | 680,670       |  
|                                                      | Redenomination to
    448  |  |               |               |   |  |               | (8,670        | )
|                                                     
|                                                      | At end of year              |  |               | 1,500         |   |  |               | 672,000       |  
|                                                     
|Total ordinary and priority shares at end of
    year |                             |  | 2,099,286,500 |               |   |  | 1,176,271,600 |              
|                                                     

9   Other Statutory
reserves

The other statutory reserves resulted from the
redenomination from guilders into euros of the nominal values of
the shares.


10 Royal Dutch shares held by Group
companies

The movements in 2002 in Royal Dutch shares held
by Group companies were as follows:


|                               |  |  |            |              |  |  |            |   |  |  |       |  
|------------------------------ |  |  | ---------- | ------------ |  |  | ---------- | - |  |  | ----- | -
|                               |  | 
|Number of shares               |  |  |  million  |             
|                               |  | 
|                               |  |  |            | Royal Dutch  | 
|                               |  |  |            | 60% interest | 
|                               |  |  |            | in the       | 
|                               |  |  |            | Book value   |  |  | book value |  
|                               |  |  |            |              |  | 
|                              
|                              
|Balance at beginning of year   |  |  | 26,674,267 |              |  |  | 1,549      |   |  |  | 929   |  
|Purchases                      |  |  | 12,769,100 |              |  |  | 716        |   |  |  | 430   |  
|Deliveries and other movements |  |  | (328,174   | )            |  |  | (147       | ) |  |  | (88   | )
|                              
|Balance at end of year         |  |  | 39,115,193 |              |  |  | 2,118      |   |  |  | 1,271 |  
|                              

These movements relate to the granting and
exercise of stock options and to other incentive plans as
mentioned in Note 22 to the Financial Statements of the
Royal Dutch/ Shell Group of Companies.



Royal Dutch Petroleum
Company      R7




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20-F/A (Amendment No. 1) 2002




---





|   |                                                                            
|-- | ---------------------------------------------------------------------------
|11 | Remuneration of members of the Supervisory
    Board and Managing Directors

For the amounts borne in 2002 by Royal Dutch and
by the Royal Dutch/Shell Group of Companies in respect of
remuneration of the Managing Directors, reference is made to the
relevant tables on pages R14 to R15.


For the amounts borne in 2002 by Royal Dutch and
by companies of the Royal Dutch/Shell Group in respect of
remuneration of the members of the Supervisory Board, reference
is made to the relevant table on page R16. This table also
includes amounts borne by companies of the Royal Dutch/Shell
Group in respect of remuneration for two members of the
Supervisory Board who served simultaneously as Directors of
these companies.

In addition to the pensions from a pension fund,
ten former Managing Directors receive retirement benefits for
duties performed by them simultaneously in the past as Directors
of Group Companies, as referred to in the previous paragraph.
These retirement benefits have not been insured but provisions
have been made in respect thereof in accordance with applicable
accounting principles. In 2002, an amount of
463,004 (2001:
460,365) has
been added to the provision for retirement benefits of former
Managing Directors.

The breakdown of these charges per former
Managing Director is as follows:

|                           |  |      |         |  |      |  |         | 
|-------------------------- |  | ---- | ------- |  | ---- |  | ------- | 
|                          
|                          | 
|                          
|                          
|                           |  | 2002 |         |  | 2001 | 
|                           |  |      |         | 
|                          
|                          
|Drs M.A. van den Bergh     |  |      | 71,779  |  |      |  | 71,848  | 
|A.P. Bénard                |  |      | 31,188  |  |      |  | 29,641  | 
|Ir. J.H. Choufoer          |  |      | 35,094  |  |      |  | 34,963  | 
|Ir. J.M.H. van Engelshoven |  |      | 47,368  |  |      |  | 47,057  | 
|R.M. Hart                  |  |      | 52,006  |  |      |  | 51,083  | 
|Drs C.A.J. Herkströter     |  |      | 52,580  |  |      |  | 52,671  | 
|Ir. H. de Ruiter           |  |      | 68,670  |  |      |  | 68,824  | 
|Ir. K. Swart               |  |      | 14,292  |  |      |  | 14,115  | 
|Ir. L.C. van Wachem        |  |      | 66,422  |  |      |  | 66,236  | 
|Ir. E.G.G. Werner          |  |      | 23,605  |  |      |  | 23,207  | 
|                          
|Totala                     |  |      | 463,004 |  |      |  | 460,365 | 
|                          



|  |                                                              | 
|- | ------------------------------------------------------------ | 
|a | These amounts differ from actual relevant
    pensions paid. | 



|   |                   
|-- | ------------------
|12 | Earnings per share

The basic earnings per share amounts shown are
related to profit after taxation and after deducting the 4%
cumulative preference dividend on priority shares. The
calculation uses a weighted average number of shares of
2,057,657,737 (2001: 2,095,731,261 shares; 2000: 2,128,592,305
shares). This amount is based on outstanding shares, after
deduction of shares held by Group companies in respect of stock
options and other incentive compensation plans. For the purpose
of the calculation, shares repurchased under the buyback
programme are deemed to have been cancelled on purchase date.


The diluted earnings per share are based on the
same profit figures. For this calculation the weighted number of
shares is increased by 442,580 for 2002 (2001: 1,124,897; 2000:
1,394,975). These numbers relate to share options schemes as
mentioned above.

Basic earnings per share reported in previous
years have been restated reflecting (i) a correction in the
weighted number of outstanding shares for the number of shares
held by Group companies in respect of stock options, which
shares were erroneously not deducted in the calculation of the
weighted average number of shares, and (ii) the Reserves
Restatement and changes in accounting principles.

Quantitative information concerning the effect of
the above restatement and changes in accounting principles is
set forth in the table below and additional information
regarding the nature of these items is contained in Note 2.



R8 Royal
Dutch Petroleum Company




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---



20-F/A (Amendment No. 1) 2002




---



|                                                               |                                      |      |      |       |      |  |      |       |   |  |      |       |  
|-------------------------------------------------------------- | ------------------------------------ | ---- | ---- | ----- | ---- |  | ---- | ----- | - |  | ---- | ----- | -
|                                                              
|                                                              
|                                                               |                                      | 2002 |      |       | 2001 |  |      | 2000  |  
|                                                               |                                      |      |      |       |      | 
|                                                              
|                                                              
|Basic earnings per ordinary share (as
    previously reported) |                                      |      | 2.87 |       |      |  | 3.44 |       |   |  | 3.86 |      
|Adjustments                                                    |                                      |      |      |       |      |  |      |       |   |  |      |      
|                                                               | Correction number of weighted shares |      |      | 0.05  |      |  |      | 0.03  |   |  |      | 0.03  |  
|                                                               | Reserves restatement                 |      |      | (0.03 | )    |  |      | (0.01 | ) |  |      | (0.02 | )
|                                                               | Valuation of inventories             |      |      | 0.16  |      |  |      | (0.14 | ) |  |      | 0.08  |  
|                                                               | Amortisation of goodwill             |      |      | (0.04 | )    |  |      |       |   |  |      |       |  
|                                                               | Exploration costs                    |      |      | (0.02 | )    |  |      |      |   |  |      | (0.01 | )
|                                                               | Valuation of certain gas contracts   |      |      | (0.01 | )    |  |      |       |   |  |      |       |  
|                                                               | Currency translation effect          |      |      | (0.01 | )    |  |      |      |   |  |      |       |  
|                                                              
|Basic earnings per ordinary share (as
    restated)            |                                      |      | 2.97 |       |      |  | 3.32 |       |   |  | 3.94 |      
|                                                              
|Diluted earnings per ordinary share                            |                                      |      | 2.97 |       |      |  | 3.32 |       |   |  | 3.94 |      



|   |                                                     
|-- | ----------------------------------------------------
|13 | List of companies of the Royal Dutch/Shell
    Group

A list of companies drawn up with due observance
of the provisions in Articles 379 and 414, Book 2 of the
Netherlands Civil Code, has been deposited at the office of the
Commercial Registrar in The Hague.




|   |                 
|-- | ----------------
|14 | Employee numbers

Royal Dutch did not have any employees at
year-end 2002 or 2001. The Managing Directors of Royal Dutch
have a contract of employment with Shell Petroleum N.V.




|   |                                                        
|-- | -------------------------------------------------------
|15 | Reconciliation between Netherlands GAAP and
    US GAAP

|                                     |  |                                   |      |  |            |   |      |            |  |  |      |  |  |      |       |  |      |  |           |      |  |  |       |  |  |      |        |  |  |  |        |  |  |  |        | 
|------------------------------------ |  | --------------------------------- | ---- |  | ---------- | - | ---- | ---------- |  |  | ---- |  |  | ---- | ----- |  | ---- |  | --------- | ---- |  |  | ----- |  |  | ---- | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                     |  |                                   |      |  |            |  |      |            |  |  |      |  |  |      |       |  |      |  |  million |     
|                                    
|                                    
|                                     |  |                                   |      |  |            |  
|                                     |  | Basic earnings per ordinary share |      |  | Net income |   |      | Net assets | 
|                                     |  |                                   |      |  |            |  
|                                     |  | 2002                              |      |  | 2001       |   |      | 2000       |  |  | 2002 |  |  | 2001 |       |  | 2000 |  |           | 2002 |  |  | 2001  |  |  | 2000 |       
|                                    
|                                    
|In accordance with Netherlands GAAP: |  |                                   | 2.97 |  |            |   | 3.32 |            |  |  | 3.94 |  |  |      | 6,108 |  |      |  | 6,947     |      |  |  | 8,391 |  |  |      | 36,594 |  |  |  | 41,119 |  |  |  | 40,247 | 
|Adjustments for US GAAP:             |  |                                   |      |  |            |   |      |            |  |  |      |  |  |      |       |  |      |  |           |      |  |  |       |  |  |      |        |  |  |  |        |  |  |  |        | 
|Amortisation of goodwill             |  |                                   | 0.04 |  |            |   |     |            |  |  |     |  |  |      | 76    |  |      |  |          |      |  |  |      |  |  |      | 69     |  |  |  |       |  |  |  |       | 
|                                    
|In accordance with US GAAP           |  |                                   | 3.01 |  |            |   | 3.32 |            |  |  | 3.94 |  |  |      | 6,184 |  |      |  | 6,947     |      |  |  | 8,391 |  |  |      | 36,663 |  |  |  | 41,119 |  |  |  | 40,247 | 
|                                    

The difference affecting basic earnings per
share, net income and net assets, between Netherlands GAAP,
as applied to the preparation of these Financial Statements (and
after giving effect to the restatement described above), and
US GAAP is that under US GAAP, commencing in 2002,
goodwill is no longer amortised but instead is tested for
impairment annually or when certain events occur that indicate
potential impairment. Under Netherlands GAAP, goodwill is
amortised on a straight-line basis over its estimated useful
economic life, which is assumed not to exceed 20 years
unless there are grounds to rebut this assumption.



Royal Dutch Petroleum
Company      R9




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---



20-F/A (Amendment No. 1) 2002




---



|                                                                                                                       |  |           |         |   |           |  |         |  
|---------------------------------------------------------------------------------------------------------------------- |  | --------- | ------- | - | --------- |  | ------- | -
|60% interest of Royal Dutch in line items as derived from                                                              |  |           |         |  
|the Netherlands GAAP Group Financial Statements                                                                        |  |  million |         |   | $ million | 
|                                                                                                                      
|Balance Sheet                                                                                                          |  |           |         |   |           |  |         |  
|2002:                                                                                                                  |  |           |         |   |           |  |         |  
|Current assets                                                                                                         |  |           | 23,883  |   |           |  | 24,993  |  
|Non current assets                                                                                                     |  |           | 65,795  |   |           |  | 68,852  |  
|Current liabilities                                                                                                    |  |           | (31,650 | ) |           |  | (33,121 | )
|Non current liabilities                                                                                                |  |           | (21,387 | ) |           |  | (22,381 | )
|Minority interests in Group companies (60% of
    Group amount on page G42 translated at year end rate on
    page R6) |  |           | (2,055  | ) |           |  | (2,149  | )
|                                                                                                                       |  |          
|Royal Dutch share of Group net assets (see
    pages R6-Euro & G48-$)                                                  |  |           | 34,586  |   |           |  | 36,194  |  
|Add 60% interest of Parent Company shares held by
    the Group (R6)                                                   |  |           | 496     |   |           |  |         |  
|                                                                                                                       |  |          
|Balance of Royal Dutch investment in the Group
    (Pages R2 and R6)                                                   |  |           | 35,082  |   |           |  |         |  
|Other assets and liabilities of Royal Dutch                                                                            |  |           | 1,512   |   |           |  |         |  
|                                                                                                                       |  |          
|Net Assets                                                                                                             |  |           | 36,594  |   |           |  |         |  
|                                                                                                                      
|2001:                                                                                                                  |  |           |         |   |           |  |         |  
|Current assets                                                                                                         |  |           | 20,830  |   |           |  | 18,430  |  
|Non current assets                                                                                                     |  |           | 56,396  |   |           |  | 49,899  |  
|Current liabilities                                                                                                    |  |           | (22,695 | ) |           |  | (20,080 | )
|Non current liabilities                                                                                                |  |           | (14,034 | ) |           |  | (12,417 | )
|Minority interests in Group companies (60% of
    Group amount on page G42 translated at year end rate on
    page R6) |  |           | (2,357  | ) |           |  | (2,086  | )
|                                                                                                                       |  |          
|Royal Dutch share of Group net assets (see pages
    R6-Euro & G48-$)                                                  |  |           | 38,140  |   |           |  | 33,746  |  
|Add 60% interest of Parent Company shares held by
    the Group (R6)                                                   |  |           | 347     |   |           |  |         |  
|                                                                                                                       |  |          
|Balance of Royal Dutch investment in the Group
    (Pages R2 and R6)                                                   |  |           | 38,487  |   |           |  |         |  
|Other assets and liabilities of Royal Dutch                                                                            |  |           | 2,632   |   |           |  |         |  
|                                                                                                                       |  |          
|Net Assets                                                                                                             |  |           | 41,119  |   |           |  |         |  
|                                                                                                                      
|Profit and Loss account                                                                                                |  |           |         |   |           |  |         |  
|2002:                                                                                                                  |  |           |         |   |           |  |         |  
|Sales proceeds (Revenue)                                                                                               |  |           | 149,426 |   |           |  | 141,289 |  
|Operating profit                                                                                                       |  |           | 11,553  |   |           |  | 10,924  |  
|Net income for the year                                                                                                |  |           | 6,093   |   |           |  | 5,761   |  
|Distribution for the year                                                                                              |  |           | 3,317   |   |           |  | 3,261   |  
|                                                                                                                      
|2001:                                                                                                                  |  |           |         |   |           |  |         |  
|Sales proceeds (Revenue)                                                                                               |  |           | 118,648 |   |           |  | 106,321 |  
|Operating profit                                                                                                       |  |           | 12,847  |   |           |  | 11,512  |  
|Net income for the year                                                                                                |  |           | 6,930   |   |           |  | 6,210   |  
|Distribution for the year                                                                                              |  |           | 6,148   |   |           |  | 5,498   |  
|                                                                                                                      
|2000:                                                                                                                  |  |           |         |   |           |  |         |  
|Sales proceeds (Revenue)                                                                                               |  |           | 124,646 |   |           |  | 114,851 |  
|Operating profit                                                                                                       |  |           | 16,105  |   |           |  | 14,840  |  
|Net income for the year                                                                                                |  |           | 8,378   |   |           |  | 7,720   |  
|Distribution for the year                                                                                              |  |           | 5,694   |   |           |  | 5,147   |  
|                                                                                                                      



|   |                  
|-- | -----------------
|16 | Subsequent events

Subsequent to the year ended December 31,
2002, in connection with the recategorisation of certain
hydrocarbon reserves announced on January 9, 2004, a number
of shareholder class action complaints were filed in the United
States District Court of New Jersey, the United States
Securities and Exchange Commission has issued a formal order of
private investigation, the United States Department of Justice
has commenced a criminal investigation, the UK Financial
Services Authority has served formal notice of investigation
under the Financial Services and Markets Act 2000 and Euronext
Amsterdam and the Dutch Authority Financial Markets are
investigating the issues related to the reserves
recategorisation. Royal Dutch is unable to estimate the range of
possible losses from such matters and does not believe their
resolution will have a material impact on Royal Dutchs
financial condition although they could have a significant
effect on periodic results.




R10 Royal
Dutch Petroleum Company




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Remuneration




---



The following comprises the report on Managing
Directors and Supervisory Board members remuneration
for the year ended December 31, 2002.

This report deals with the remuneration policy as
it applies and will apply to Group Managing Directors, including
those who are also Managing Directors of Royal Dutch, and to the
members of the Supervisory Board of Royal Dutch. The
remuneration policy is subject to regular review. This report
also contains the disclosure of the individual remuneration of
the Managing Directors and members of the Supervisory Board of
Royal Dutch.

Remuneration and Succession Review
Committee

The Remuneration and Succession Review Committee
(REMCO) is a joint committee of the Supervisory Board of Royal
Dutch and the Board of Shell Transport (see page 75) and
has responsibility for making recommendations on all forms of
remuneration with respect to Group Managing Directors.


During the year under review, the REMCO members
appointed by the Supervisory Board of Royal Dutch were Jonkheer
Aarnout Loudon, Professor Joachim Milberg, Henny de Ruiter
(appointed July 1, 2002) and Lodewijk van Wachem (retired
June 30, 2002), and the members appointed by the Board of
Shell Transport were Nina Henderson, Sir Peter Job and Sir Mark
Moody-Stuart. The Chairman of the Committee is currently
Jonkheer Aarnout Loudon.

In accordance with the Articles of Association,
the remuneration of the members of the Royal Dutch Supervisory
Board is the responsibility of the Supervisory Board as a whole,
with due observance of the aggregate amount fixed by the General
Meeting of Shareholders.

Remuneration policy

Group Managing Directors
Remuneration


Philosophy


The objective of the remuneration philosophy is
to attract and retain high calibre individuals and motivate them
towards the achievement of exceptional performance that enhances
the value of the Group. The remuneration structures for Group
Managing Directors are therefore designed to support alignment
of Group Managing Directors interests with the goals of
the Group and its various businesses and with shareholders
interests.


Competitive framework

Remuneration levels are set by reference to the
practice of global companies of comparable size, complexity and
international scope to that of the Group. Among such companies
there is an increasing emphasis on performance-linked variable
short and long-term pay. Consistent with this and the philosophy
outlined above, for on-target performance more than half of a
Group Managing Directors total remuneration will be
performance-linked. This proportion is expected to increase in
line with market practice.


REMCO is provided with market data on the basis
of which it annually reviews remuneration levels and the
proportions between fixed and variable pay.

Base salary and fees

The purpose of base salary (which is inclusive of
Directors fees) is to provide an element of fixed
remuneration set at a competitive level that is appropriate to
the scope and complexity of the role of a Group Managing
Director.


Salary levels are set by reference to
market-based salary scales that reflect the collegiate nature of
the Committee of Managing Directors. The scales were increased
by 6% with effect from July 1, 2002. The salary scales are
reviewed annually by REMCO and will be adjusted in line with
market practice with effect from July 1, 2003. Progression
of an individual Group Managing Directors salary to the
target position is usually over a three-year period from
appointment.

Annual and deferred bonus

The purpose of the annual bonus plan is to
motivate Group Managing Directors to achieve annual results that
further the Groups long-term objectives.


The target level of bonus for the year 2002 was
100% of base salary (2001 was 65% of base salary). The target
for 2003 will be 100% of base salary.

Bonus awards are recommended by REMCO based on
the extent of achievement of challenging Group targets that are
set as part of the annual Group business plan. These targets
encompass financial, customer, people, sustainable development
and other operational objectives. For 2002, financial targets
related to Total Shareholder Return (TSR) measured annually by
the average weighted share price performance plus dividends of
Royal Dutch and Shell Transport relative to other major
integrated oil



Royal Dutch Petroleum
Company      R11




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---



20-F/A (Amendment No. 1) 2002




---



companies and Return on Average Capital Employed
(ROACE). Having regard to the Groups performance against
all targets, REMCO has recommended that the bonus payable to
Group Managing Directors in respect of the year 2002 is 115% of
base salary. The same approach will be adopted in 2003.


Since 2001, Group Managing Directors have been
able to elect to defer up to one-third of their annual bonus
into shares, in the case of Royal Dutch Managing Directors,
Royal Dutch shares. The deferred bonus shares, together with
shares equivalent to the value of dividends payable on the
deferred bonus shares, are released three years after deferral.
Provided the participants remain in Group employment for three
years following the deferral, or reach normal retirement within
the three-year period, they will also receive one additional
share for every two shares accumulated.

The purposes of the deferred bonus plan are to
reward performance over a single financial year, to align Group
Managing Directors interests with shareholders
interests during the deferment period and to encourage share
ownership in the Company. There is accordingly no further
performance test beyond that governing performance in the
relevant bonus year.

Neither annual nor deferred bonuses are
pensionable.

Long-term incentives

The objective of long-term incentive arrangements
is to ensure that Group Managing Directors share the interests
of shareholders by being rewarded for share price growth, the
creation of shareholder value and the achievement of superior
relative shareholder returns. The policy in relation to
long-term incentives applies to each of the Group Managing
Directors.


Long-term incentives are currently awarded in the
form of stock options. Options are granted once a year under the
Group Stock Option Plan which applies to Group Managing
Directors and senior staff.

Options granted before 2003 to Group Managing
Directors may vest three years after grant and remain
exercisable until ten years after grant. Of the options granted,
50% are subject to performance conditions and the proportion of
such 50% which will either vest and become unconditional or
lapse, will be determined for Group Managing Directors at the
discretion of REMCO using the criteria below.

REMCO will only exercise its discretion in favour
of vesting to the extent that it is satisfied that the
performance of the Group over the three-year vesting period
reflects the objective for long-term incentives. Accordingly,
when making its decision, REMCO takes into account a combination
of TSR over the three-year vesting period (measured by the
average weighted share price performance plus dividends of Royal
Dutch and Shell Transport over the ten-day period at the
beginning and end of the vesting period) relative to a peer
group of other major integrated oil companies and other
long-term indicators of Group performance.

The latest tranche of stock options to vest was
granted in March 2000 and the stock options vested in March
2003. The measurement period for the options was January 1,
2000 to December 31, 2002. The peer companies were BP,
ChevronTexaco, ExxonMobil and Total. The Royal Dutch/ Shell
Group of Companies ranked fourth. REMCO considered other
performance indicators including profits over the three years
and ROACE relative to the peer group.

Having considered all of these factors REMCO
determined that 50% of the options granted in March 2000 that
were subject to its discretion should vest.

Options granted in 2003, and in subsequent years,
will be 100% performance linked. Performance will be measured
over the three financial years prior to grant. The policy, which
will continue in future years, is that the levels of grant will
vary according to the ratings given by REMCO to the Groups
achievements against financial targets and will reflect
competitive market practice. The current financial targets are
TSR relative to the other major integrated oil companies and
ROACE. These financial targets have been chosen as they are
consistent with the objective for long-term incentives and
represent a balanced test of the Groups internal operating
efficiency and external performance.

In addition it is proposed to introduce a new
Long-term Incentive Plan (the Plan). This proposal was put to
shareholders at the 2003 General Meetings of Royal Dutch and
Shell Transport.

Group Managing Directors and other selected
senior executives will be eligible to participate in the Plan.
Group Managing Directors will be selected for participation on
the recommendation of REMCO. Participants will be made a
conditional award of shares in either Royal Dutch or Shell
Transport. The receipt of shares comprised in the award will be
conditional on the participant remaining in employment (subject
to certain exceptions, including normal retirement) and on the
satisfaction of performance targets over the performance period.
The performance period will not be less than three consecutive
financial years. In the case of Group Managing Directors, REMCO
will make recommendations on the number of shares which may be
conditionally awarded in any year. Awards in any one year can
range from zero to two times base salary, but the maximum number
of shares will only be received for exceptional performance as
described below.



R12 Royal
Dutch Petroleum Company




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



If the adoption of the Plan is approved, the
performance targets will be linked to TSR (the average weighted
share price performance plus dividends of Royal Dutch and Shell
Transport) relative to two separate groups of comparator
companies, over a performance period of three financial years.
Two separate comparator groups have been chosen because REMCO
considers that it is appropriate to test performance both
against major home markets and industry competitors. Relative
TSR has been chosen as the performance test that most closely
aligns the interests of Group Managing Directors and senior
executives with those of shareholders.

The first comparator group will consist of the
largest ten companies (by way of market capitalisation) in the
AEX index together with the largest twenty companies (also by
way of market capitalisation) in the FTSE 100 share index, in
each case, at the beginning of the relevant performance period.
As at January 1, 2003, the first comparatory group in
addition to Royal Dutch and Shell Transport, was AEX: ABN AMRO,
AEGON, Ahold, Akzo Nobel, Heineken, ING Group, KPN, Philips and
Unilever N.V.; and FTSE: Anglo American, AstraZeneca, Aviva,
Barclays, BG Group, BP, British American Tobacco, BT Group,
Diageo, GlaxoSmithKline, HBOS, HSBC Holdings, Lloyds TSB Group,
National Grid Transco, Rio Tinto, The Royal Bank of Scotland,
Tesco, Unilever PLC and Vodafone Group. In the case of Royal
Dutch and Shell Transport, and Unilever N.V. and Unilever PLC,
the weighted average TSR of the two companies will be used.

The second comparator group will be the five
major integrated oil companies, which, as at January 1,
2003, were BP, ChevronTexaco, ExxonMobil, the Royal Dutch/ Shell
Group of Companies and Total.

Half of each conditional award will be tested
against the first comparator group and half against the second
comparator group. If shareholders approve the adoption of the
Plan, the comparator groups described above will be used for the
first performance period which will be from January 1, 2003
to December 31, 2005.

For the first comparator group, 100% of the
shares tested against that group will be received for 75th
percentile and above performance and 25% will be received for
median performance with a straight-line calculation between
these two points. No shares will be received for performance
below the median. This method of calculation has been chosen
because it is consistent both with shareholders
expectations and market practice.

For the second comparator group, 100% of the
shares tested against that group will be received if the Royal
Dutch/ Shell Group of Companies is in first place, 75% for
second place and 50% for third place. No shares will be received
for fourth or fifth place.

All-employee Share Schemes

Group Managing Directors are not eligible to
participate in the Global Employee Share Purchase Plan.


Pensions

For the Dutch Managing Directors of Royal Dutch
the principal source of their pensions is the Stichting Shell
Pensioenfonds. This is a defined benefit fund to which Managing
Directors contribute the same percentage of relevant earnings as
other employees. For employees in the Netherlands this
percentage was zero during the year. The employing companies
contribute to the pension fund on the advice of actuaries, and
the employing company contribution rate in 2002 was 0%. The
principal source of pension for the non-Dutch Managing Director
of Royal Dutch is the Shell Overseas Contributory Pension Fund
(SOCPF). This is also a defined benefit fund to
which the Managing Director contributes 4% of relevant earnings.
The employing company also contributes to the Fund and, upon
actuarial advice, the employing companys contribution rate
in 2002 was 10% of relevant earnings. Managing Directors retire
on June 30, following their 60th birthday. There are
provisions in both pension funds for a surviving dependant
benefit of 70% or, in the case of SOCPF, 60% of actual or
prospective pension. In the case of death-in-service, a lump sum
of two times annual salary is paid, or, in the case of SOCPF,
three times annual salary.


Advisors

In reaching its decisions on Group Managing
Directors remuneration, REMCO was materially assisted by
advice from John Hofmeister (Group Human Resources Director) and
Michael Reiff (Group Head of Remuneration and Benefits).


External data are collated by internal sources
and used in the preparation of internal briefing papers that
REMCO considers, in common with other factors, when making its
decisions. Accordingly, there is no single external source that
provides material advice or services, nor is there a formal
external advisor appointed by REMCO. At its discretion, REMCO
may seek external advice on its own account and, in the year
under review, it received such advice from Towers Perrin, which
also provided companies within the Group with advice on
pensions, compensation, communication and HR management.

Managing Directors Contracts of
Service

No Managing Director has or, during the financial
year, had a contract of service with Royal Dutch. The Managing
Directors of Royal Dutch have employment contracts with one of
the Group holding companies that provide entitlement to the
statutory notice period applicable to employees in the
Netherlands  no more than three months. Similarly,
such contracts expire on the expected




Royal Dutch Petroleum
Company      R13




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



date of retirement which, in the case of the
Managing Directors, is June 30 following their 60th
birthday. There are no predetermined termination compensation
arrangements in place for Managing Directors of Royal Dutch.


Harry Roels resigned from his positions as
Managing Director of Royal Dutch and a Group Managing Director
for personal reasons on June 30, 2002 at his own request.
He was paid
2.2 million
upon termination of his contract of service. In recommending
this departure arrangement, REMCO took into account his more
than 30 years valuable service to the Group and considered
it appropriate to base the calculation of this amount on a
formula applicable to all senior staff in the Netherlands with
whom severance arrangements are made.

|                                          |  |      |           |   |      |  |           |      |  |  |           | 
|----------------------------------------- |  | ---- | --------- | - | ---- |  | --------- | ---- |  |  | --------- | 
|                                          |  |     
|Emoluments of Managing Directors          |  |     |          
|                                         
|                                          | 
|                                          |  | 2002 |           |   | 2001 |  |           | 2000 | 
|                                          |  |      |           |   |      | 
|                                         
|                                          | 
|Jeroen van der Veer                       |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries                                  |  |      | 1,013,729 |   |      |  | 923,929   |      |  |  | 824,201   | 
|Performance-related elementa              |  |      | 1,230,500 | b |      |  | 619,450   | b    |  |  | 398,601   | 
|                                         
|Total cash                                |  |      | 2,244,229 |   |      |  | 1,543,379 |      |  |  | 1,222,802 | 
|Other compensation c                      |  |      | 4,768     |   |      |  | 4,620     |      |  |  | 4,486     | 
|Realised share option gains upon exercise |  |      |          |   |      |  | 293,440   |      |  |  | 339,600   | 
|                                         
|                                          |  |      | 2,248,997 |   |      |  | 1,841,439 |      |  |  | 1,566,888 | 
|                                         
|Malcolm Brinded                           |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries                                  |  |      | 372,500   |   |      |  |          |      |  |  |          | 
|Performance-related elementa              |  |      | 428,375   | b |      |  |          |      |  |  |          | 
|                                         
|Total cash                                |  |      | 800,875   |   |      |  |          |      |  |  |          | 
|Other compensation c                      |  |      | 2,210     | d |      |  |          |      |  |  |          | 
|Realised share option gains upon exercise |  |      |          |   |      |  |          |      |  |  |          | 
|                                         
|                                          |  |      | 803,085   |   |      |  |          |      |  |  |          | 
|                                         
|Harry Roels                               |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries                                  |  |      | 2,587,973 | e |      |  | 743,779   |      |  |  | 697,598   | 
|Performance-related elementa              |  |      |          |   |      |  | 501,430   |      |  |  | 318,145   | 
|                                         
|Total cash                                |  |      | 2,587,973 |   |      |  | 1,245,209 |      |  |  | 1,015,743 | 
|Other compensation c                      |  |      | 2,282     |   |      |  | 4,553     |      |  |  | 4,421     | 
|Realised share option gains upon exercise |  |      |          |   |      |  |          |      |  |  |          | 
|                                         
|                                          |  |      | 2,590,255 |   |      |  | 1,249,762 |      |  |  | 1,020,164 | 
|                                         
|Walter van de Vijverf                     |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries                                  |  |      | 735,095   |   |      |  | 342,536   |      |  |  |          | 
|Performance-related elementa              |  |      | 902,750   |   |      |  | 221,330   |      |  |  |          | 
|                                         
|Total cash                                |  |      | 1,637,845 |   |      |  | 563,866   |      |  |  |          | 
|Other compensation c                      |  |      | 18,091    | g |      |  | 2,162     |      |  |  |          | 
|Realised share option gains upon exercise |  |      |          |   |      |  |          |      |  |  |          | 
|                                         
|                                          |  |      | 1,655,936 |   |      |  | 566,028   |      |  |  |          | 
|                                         



|  |                                                                                                                                                                                                                                            | 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|a | The performance-related element is included in
    the year to which it relates.                                                                                                                                                           | 
| 
|b | Of which one-third was deferred under the
    Deferred Bonus Plan.                                                                                                                                                                         | 
| 
|c | Includes social security premiums paid by the
    employer and employers contribution to the health
    insurance plan and, where applicable, other benefits stated at a
    value employed by the Fiscal Authorities in the Netherlands. | 
| 
|d | Exclusive of deferred payment in shares amounting
    to £386,000 granted in 1999.                                                                                                                                                         | 
| 
|e | Includes lump sum on departure.                                                                                                                                                                                                            | 
| 
|f | On March 3, 2004, Mr. Walter van de
    Vijver stepped down from the Board of Management of Royal Dutch
    and as a Group Managing Director, by mutual consent.                                                                           | 
| 
|g | Exclusive of deferred payment in shares amounting
    to 688,839
    granted in 1999.                                                                                                                                                     | 

|                     |  |            |    |  |             |  |    |             |  |  |          |   |  |          |     |  |  |  |    |  
|-------------------- |  | ---------- | -- |  | ----------- |  | -- | ----------- |  |  | -------- | - |  | -------- | --- |  |  |  | -- | -
|                     |  |           
|Pensions             |  |  thousand |   
|                    
|                     | 
|                     |  | Years of   |    |  | Increase in |  |    | Accumulated |  |  | Pension  |  
|                     |  | Group      |    |  | accrued     |  |    | annual      |  |  | premium  |  
|                     |  | service    |    |  | pension     |  |    | pension     |  |  | 2002     |  
|                     |  | Age as at  |    |  | as at       |  |    | during      |  |  | as at    |   |  | paid by  |    
|                     |  | 31.12.02   |    |  | 31.12.02    |  |    | 2002        |  |  | 31.12.02 |   |  | employer |    
|                     |  |            |    |  |             |  |    |             |  | 
|                    
|                     | 
|Jeroen van der Veer  |  |            | 55 |  |             |  | 31 |             |  |  | 67       |   |  |          | 599 |  |  |  | 0  |  
|Malcolm Brinded      |  |            | 49 |  |             |  | 28 |             |  |  | 7        | a |  |          | 418 |  |  |  | 37 | a
|Harry Roelsb         |  |            | 54 |  |             |  | 30 |             |  |  | (18      | ) |  |          | 435 |  |  |  | 0  |  
|Walter van de Vijver |  |            | 47 |  |             |  | 23 |             |  |  | 27       |   |  |          | 314 |  |  |  | 0  |  
|                    



|  |                                                                                                                           | 
|- | ------------------------------------------------------------------------------------------------------------------------- | 
|a | As from July 1, 2002.                                                                                                     | 
| 
|b | Mr Roels left Group service on June 30,
    2002, with a deferred pension payable as from his normal
    retirement date. | 



R14 Royal
Dutch Petroleum Company




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Share options

The interests of the Managing Directors and
former Managing Directors under the Group Share Plans in Royal
Dutch and Shell Transport are shown below:


|                      |        |           |          |  |             |          |  |  |          |  |  |          |         |  |          |  |       |        |  |  |       |  |  |  |          | 
|--------------------- | ------ | --------- | -------- |  | ----------- | -------- |  |  | -------- |  |  | -------- | ------- |  | -------- |  | ----- | ------ |  |  | ----- |  |  |  | -------- | 
|                     
|Options Royal Dutch  
|                      |       
|                      |        |           |          | 
|Number of options     |        |           |         |  |             |         
|                      |        |           |          |  |             |         
|                      |        | Exercised |          |  |             |          |  |  | Market   |  |  |         
|                      |        | Granted   |          |  | (cancelled) |          |  |  |          |  |  | price at |         |  |         
|At                    |        |           | during   |  |             | during   |  |  | At       |  |  | Exercise |         |  | date of  |  |       | Expiry | 
|01.01.02              |        |           | the year |  |             | the year |  |  | 31.12.02 |  |  | price    |         |  | exercise |  |       | date   | 
|                     
|                      |       
|Jeroen van der Veer  
|                      | 16,500 |           |          |  |            |          |  |  | (16,500) |  |  |          |        |  |          |  | 48.92 |        |  |  |      |  |  |  | 10.12.02 | 
|                      | 40,850 |           |          |  |            |          |  |  |         |  |  |          | 40,850  |  |          |  | 41.16 |        |  |  |      |  |  |  | 21.12.08 | 
|                      | 45,000 |           |          |  |            |          |  |  |         |  |  |          | 45,000  |  |          |  | 59.54 |        |  |  |      |  |  |  | 22.03.10 | 
|                      | 80,000 |           |          |  |            |          |  |  |         |  |  |          | 80,000  |  |          |  | 62.60 |        |  |  |      |  |  |  | 25.03.11 | 
|                      |       |           |          |  | 105,000     |          |  |  |         |  |  |          | 105,000 |  |          |  | 62.10 |        |  |  |      |  |  |  | 20.03.12 | 
|                     
|Malcolm Brinded      
|                      |       |           |          |  | 50,000      |          |  |  |         |  |  |          | 50,000  |  |          |  | 62.10 |        |  |  |      |  |  |  | 20.03.12 | 
|                     
|Harry Roels          
|                      | 14,000 |           |          |  |            |          |  |  | (14,000) |  |  |          |        |  |          |  | 48.92 |        |  |  |      |  |  |  | 10.12.02 | 
|                      | 28,000 |           |          |  |            |          |  |  |         |  |  |          | 28,000  |  |          |  | 41.16 |        |  |  |      |  |  |  | 29.06.07 | 
|                      | 45,000 |           |          |  |            |          |  |  |         |  |  |          | 45,000  |  |          |  | 59.54 |        |  |  |      |  |  |  | 29.06.07 | 
|                      | 62,000 |           |          |  |            |          |  |  |         |  |  |          | 62,000  |  |          |  | 62.60 |        |  |  |      |  |  |  | 29.06.07 | 
|                     
|Walter van de Vijver 
|                      | 10,000 |           |          |  |            |          |  |  |         |  |  |          | 10,000  |  |          |  | 48.92 |        |  |  |      |  |  |  | 10.12.07 | 
|                      | 20,000 |           |          |  |            |          |  |  |         |  |  |          | 20,000  |  |          |  | 41.16 |        |  |  |      |  |  |  | 21.12.08 | 
|                      | 32,000 |           |          |  |            |          |  |  |         |  |  |          | 32,000  |  |          |  | 59.54 |        |  |  |      |  |  |  | 22.03.10 | 
|                      | 10,000 |           |          |  |            |          |  |  |         |  |  |          | 10,000  |  |          |  | 68.73 |        |  |  |      |  |  |  | 22.08.10 | 
|                      | 40,000 |           |          |  |            |          |  |  |         |  |  |          | 40,000  |  |          |  | 62.60 |        |  |  |      |  |  |  | 25.03.11 | 
|                      |       |           |          |  | 75,000      |          |  |  |         |  |  |          | 75,000  |  |          |  | 62.10 |        |  |  |      |  |  |  | 20.03.12 | 
|                     
|Maarten van den Bergh
|                      | 57,950 |           |          |  |            |          |  |  | 20,000   |  |  |          | 37,950  |  |          |  | 41.16 |        |  |  | 59.35 |  |  |  | 29.06.05 | 
|                     

|                        |         |           |          |  |             |          |  |  |          |  |  |          |         |  |          |  |     |        |  |  |   |  |  |  |          | 
|----------------------- | ------- | --------- | -------- |  | ----------- | -------- |  |  | -------- |  |  | -------- | ------- |  | -------- |  | --- | ------ |  |  | - |  |  |  | -------- | 
|                       
|Options Shell Transport
|                        |        
|                        |         |           |          | 
|Number of options       |         |           |         |  |             |         
|                        |         |           |          |  |             |         
|                        |         | Exercised |          |  |             |          |  |  | Market   |  |  |         
|                        |         | Granted   |          |  | (cancelled) |          |  |  |          |  |  | price at |         |  |         
|At                      |         |           | during   |  |             | during   |  |  | At       |  |  | Exercise |         |  | date of  |  |     | Expiry | 
|01.01.02                |         |           | the year |  |             | the year |  |  | 31.12.02 |  |  | price    |         |  | exercise |  |     | date   | 
|                       
|                        |        
|Malcolm Brinded        
|                        | 37,500  |           |          |  |            |          |  |  |         |  |  |          | 37,500  |  |          |  | 439 |        |  |  |  |  |  |  | 10.12.07 | 
|                        | 139,200 |           |          |  |            |          |  |  |         |  |  |          | 139,200 |  |          |  | 363 |        |  |  |  |  |  |  | 21.12.08 | 
|                        | 245,000 |           |          |  |            |          |  |  |         |  |  |          | 245,000 |  |          |  | 505 |        |  |  |  |  |  |  | 22.03.10 | 
|                        | 14,000  |           |          |  |            |          |  |  |         |  |  |          | 14,000  |  |          |  | 563 |        |  |  |  |  |  |  | 12.11.10 | 
|                        | 278,200 |           |          |  |            |          |  |  |         |  |  |          | 278,200 |  |          |  | 552 |        |  |  |  |  |  |  | 25.03.11 | 
|                       



Royal Dutch Petroleum
Company      R15




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Remuneration of Members of the Supervisory
Board

The Articles of Association provide for an amount
to be fixed by the General Meeting that shall serve as the basis
for the remuneration of members of the Supervisory Board. At the
General Meeting held on May 16, 2002, that amount was set
at 75,000
multiplied by the number of members of the Supervisory Board
holding office during any year or proportionately during part of
a year. The amount so fixed constitutes the maximum aggregate
remuneration in respect of any year for all members of the
Supervisory Board. Out of the funds so earmarked, the
Supervisory Board fixes the amount of the remuneration for each
of its members, taking into account any special duties performed
by a member.


Within the limits set by shareholders, the levels
of remuneration are reviewed by the Supervisory Board from time
to time and are adjusted when appropriate. At its last review
the Supervisory Board resolved to increase the Board fees to
55,000 per annum
and the additional fee for the Chairman to
15,000 per
annum, with effect from January 1, 2003. Also an attendance
fee amounting to
2,375 per
meeting will be payable to Board members required to make
intercontinental trips to attend Board meetings. Fees for
membership of the Committees of the Board were not changed.

|                                                   |  |      |        |  |      |  |        |      |  |  |        | 
|-------------------------------------------------- |  | ---- | ------ |  | ---- |  | ------ | ---- |  |  | ------ | 
|                                                   |  |     
|Emoluments of the Members of the Supervisory Board |  |     |       
|                                                  
|                                                  
|                                                   |  | 2002 |        |  | 2001 |  |        | 2000 | 
|                                                   |  |      |        |  |      | 
|                                                  
|                                                  
|Aad Jacobs                                         |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 51,750 |  |      |  | 45,378 |      |  |  | 45,378 | 
|Committee fees                                     |  |      | 7,000  |  |      |  | 6,807  |      |  |  | 10,210 | 
|                                                  
|                                                   |  |      | 58,750 |  |      |  | 52,185 |      |  |  | 55,588 | 
|                                                  
|Maarten van den Bergh                              |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 46,000 |  |      |  | 45,378 |      |  |  | 22,689 | 
|Committee fees                                     |  |      | 7,000  |  |      |  | 6,807  |      |  |  | 3,403  | 
|Holding Company fees                               |  |      | 29,021 |  |      |  | 29,148 |      |  |  | 14,808 | 
|                                                  
|                                                   |  |      | 82,021 |  |      |  | 81,333 |      |  |  | 40,900 | 
|                                                  
|Jonkheer Aarnout Loudon                            |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 46,000 |  |      |  | 45,378 |      |  |  | 45,378 | 
|Committee fees                                     |  |      | 14,000 |  |      |  | 13,613 |      |  |  | 13,613 | 
|                                                  
|                                                   |  |      | 60,000 |  |      |  | 58,991 |      |  |  | 58,991 | 
|                                                  
|Professor Hubert Markl                             |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 23,000 |  |      |  |       |      |  |  |       | 
|Committee fees                                     |  |      |       |  |      |  |       |      |  |  |       | 
|                                                  
|                                                   |  |      | 23,000 |  |      |  |       |      |  |  |       | 
|                                                  
|Professor Joachim Milberg                          |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 46,000 |  |      |  | 45,378 |      |  |  | 22,689 | 
|Committee fees                                     |  |      | 7,000  |  |      |  | 6,807  |      |  |  | 3,403  | 
|                                                  
|                                                   |  |      | 53,000 |  |      |  | 52,185 |      |  |  | 26,092 | 
|                                                  
|Lawrence Ricciardi                                 |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 46,000 |  |      |  | 22,689 |      |  |  |       | 
|Committee fees                                     |  |      |       |  |      |  |       |      |  |  |       | 
|                                                  
|                                                   |  |      | 46,000 |  |      |  | 22,689 |      |  |  |       | 
|                                                  
|Henny de Ruiter                                    |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 46,000 |  |      |  | 45,378 |      |  |  | 45,378 | 
|Committee fees                                     |  |      | 10,500 |  |      |  | 6,807  |      |  |  | 6,807  | 
|Holding Company fees                               |  |      | 29,021 |  |      |  | 29,148 |      |  |  | 29,520 | 
|                                                  
|                                                   |  |      | 85,521 |  |      |  | 81,333 |      |  |  | 81,705 | 
|                                                  
|Jan Timmer                                         |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 46,000 |  |      |  | 45,378 |      |  |  | 45,378 | 
|Committee fees                                     |  |      | 14,000 |  |      |  | 13,613 |      |  |  | 13,613 | 
|                                                  
|                                                   |  |      | 60,000 |  |      |  | 58,991 |      |  |  | 58,991 | 
|                                                  
|Lodewijk van Wachem                                |  |      |        |  |      |  |        |      |  |  |        | 
|Supervisory Board fees                             |  |      | 28,750 |  |      |  | 56,723 |      |  |  | 56,723 | 
|Committee fees                                     |  |      | 3,500  |  |      |  | 6,807  |      |  |  | 6,807  | 
|Holding Company fees                               |  |      | 14,570 |  |      |  | 29,148 |      |  |  | 29,520 | 
|                                                  
|                                                   |  |      | 46,820 |  |      |  | 92,678 |      |  |  | 93,050 | 
|                                                  



R16 Royal
Dutch Petroleum Company




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Group Share Plans




---



Set out below is a summary of the principal
employee share schemes operated by Group companies*. The shares
subject to the plans are existing issued shares of the Company
and no dilution of shareholders equity is involved. Shares
to be delivered by a Group company under these plans are
generally bought in the market at the time the commitment
thereto is being made.

Group Stock Option Plans

Under these plans, eligible employees are granted
options over shares of Royal Dutch or Shell Transport. The price
at which the shares can be bought (the exercise price) will not
be less than the fair market value of the shares at the date the
options were granted. This is calculated as the average of the
stock exchange opening and closing prices over the five business
days ending on the date of grant, except for the USA where the
grant price is the average of the stock exchange opening and
closing prices on the date of grant.


Options are exercisable three years from grant.
Options lapse ten years after grant or, if earlier, on
resignation from Group employment (subject to certain
exceptions). For Group Managing Directors and the most senior
executives, a proportion of the options granted is subject to
performance conditions.

For Group Managing Directors and the most senior
executives 100% of options granted in 2003 and in subsequent
years will be subject to performance conditions.

Restricted Stock Plan

Grants are made under this plan on a highly
selective basis for recruitment and retention of senior staff. A
maximum of 250,000 Royal Dutch shares (or equivalent value in
Shell Transport shares) can be granted under the plan in any
year. Shares are granted subject to a three-year restriction
period. The shares, together with additional shares equivalent
to the value of the dividends payable over the restriction
period, are released to the individual at the end of the
three-year period, provided that the individual has remained in
employment. Group Managing Directors are not eligible to
participate in the Restricted Stock Plan.


Global Employee Share Purchase Plan

This broad-based plan enables employees to make
contributions, which are applied quarterly to purchase Royal
Dutch or Shell Transport shares at current market value. If the
acquired shares are retained in the Plan until the end of the
twelve-month cycle the employee receives an additional 15% share
match. In the USA a variant of this plan is operated where
contributions are applied to buy Royal Dutch shares at the end
of the twelve-month cycle. The purchase price is the lower of
the market price on the first or last trading day of the cycle
reduced by 15%. Group Managing Directors are not eligible
to participate in the Global Employee Share Purchase Plan.


Shell Sharesave Scheme

In lieu of the Global Employee Share Purchase
Plan employees in the UK continue to participate in the Shell
Sharesave Scheme. Options are granted over shares of Shell
Transport at prices not less than market value on a date not
more than 30 days before grant and are normally exercisable
after a three-year or five-year contractual savings period.


Shell All-employee Share Purchase
Plan

Employees in the UK may now participate in the
Shell All-employee Share Purchase Plan which is designed to
encourage employee participation in their company. Employees
invest amounts up to a maximum of £125 per month in Shell
Transport shares at the current market value using funds
deducted from their monthly salary. The contributions are not
liable to income tax but, to maintain the tax benefit, the
shares must be held in the Plan for a defined period (normally
five years).




|  |                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Details of the number of shares held by Group
    companies in connection with the above plans are shown in
    Note 22 of the Group Financial Statements on pages G29
    to G31.



Royal Dutch Petroleum
Company      R17




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---



The Shell Transport and Trading
Company,


Public Limited Company


Report of Independent Public Accountants



---



To: The Board of Directors and Shareholders of
The   Shell   Transport and Trading Company, Public
Limited Company

We have audited the Financial Statements of The
 Shell   Transport and Trading Company, Public
Limited Company for the years 2002, 2001 and 2000 appearing on
pages S2 to S12. The preparation of the Financial
Statements is the responsibility of the Companys
Directors. Our responsibility is to express an opinion on those
Financial Statements based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the Financial Statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Financial Statements. An
audit also includes assessing the accounting principles used and
significant estimates made by the Companys Directors in
the preparation of the Financial Statements, as well as
evaluating the overall Financial Statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the Financial Statements referred
to above present fairly, in all material respects, the financial
position of The   Shell   Transport and Trading
Company, Public Limited Company at December 31, 2002 and
2001, and the results of its operations and its cash flows for
each of the three years in the period ended December 31,
2002 in conformity with the accounting principles generally
accepted in the United Kingdom.

As discussed in Note 2 on page S5, the
Company has restated its Financial Statements for the three
years ended December 31, 2002, and made certain changes in
its accounting principles.

As discussed in Note 5 on page S7, the
Company has restated its Financial Statements for the three
years ended December 31, 2002 to change its method of
accounting for earnings per share.

Accounting principles generally accepted in the
United Kingdom vary in certain significant respects from
accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such
differences is presented in Note 12 on pages S11 and
S12.

/s/ PricewaterhouseCoopers LLP

----------------------------------------------------


PricewaterhouseCoopers LLP, London


Registered independent public accountants


March 6, 2003, except for Note 2
(Accounting policies and convention), Note 5 (Earnings per
share), Note 12 (Reconciliation between US GAAP and
UK GAAP) and Note 13 (Subsequent events), which are as
of May 23, 2004.



The   Shell   Transport and Trading
Company, Public Limited Company S1




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20-F/A (Amendment No. 1) 2002




---





---



Financial Statements


of The Shell Transport and Trading Company, p.l.c.



---





|                        |          
|----------------------- | ---------
|Profit and Loss Account | £ million




|                                                                    |  |      |         |  |      |  |         |      |  |  |         |  |  |  |         | 
|------------------------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- |  |  |  | ------- | 
|                                                                    |  | Note |         |  | 2002 |  |         | 2001 |  |  | 2000    | 
|                                                                    |  |      |         |  |      |  |         |     
|                                                                   
|                                                                    | 
|Income from shares in companies of the Royal
    Dutch/ Shell Group |  |      | 3       |  |      |  | 1,403.2 |      |  |  | 2,545.6 |  |  |  | 2,307.4 | 
|Interest and other income                                           |  |      |         |  |      |  | 5.4     |      |  |  | 5.8     |  |  |  | 4.5     | 
|                                                                   
|                                                                    |  |      |         |  |      |  | 1,408.6 |      |  |  | 2,551.4 |  |  |  | 2,311.9 | 
|Administrative expenses                                             |  |      |         |  |      |  | 4.2     |      |  |  | 3.4     |  |  |  | 3.3     | 
|                                                                   
|Profit on ordinary activities before taxation                       |  |      | 1,404.4 |  |      |  | 2,548.0 |      |  |  | 2,308.6 | 
|Tax on profit on ordinary activities                                |  |      | 4       |  |      |  | 0.4     |      |  |  | 0.7     |  |  |  | 0.3     | 
|                                                                   
|Distributable profit for the year                                   |  |      | 1,404.0 |  |      |  | 2,547.3 |      |  |  | 2,308.3 | 
|                                                                   



|                                      |                                                                            |  |         |             |  |             |         |             |  |  |         |         |  |  |  |         | 
|------------------------------------- | -------------------------------------------------------------------------- |  | ------- | ----------- |  | ----------- | ------- | ----------- |  |  | ------- | ------- |  |  |  | ------- | 
|                                      |                                                                            |  |         | As restated |  | As restated |         | As restated
|                                      | Distributable profit for the year                                          |  |         |             |  |             |         | 1,404.0     |  |  |         | 2,547.3 |  |  |  | 2,308.3 | 
|                                      | Share of earnings retained by companies of the
    Royal Dutch/Shell Group |  |         | 2,6         |  |             |         | 1,156.3     |  |  |         | 329.7   |  |  |  | 1,198.7 | 
|                                      | Earnings for the year attributable to shareholders                         |  |         |             |  |             |         | 2,560.3     |  |  |         | 2,877.0 |  |  |  | 3,507.0 | 
|                                     
|Aggregate dividends paid and proposed |                                                                            |  | 1,475.0 |             |  |             | 1,440.6 |             |  |  | 1,452.6 |        
|                                     

All results relate to continuing operations.



|                                 |      
|-------------------------------- | -----
|Earnings per 25p Ordinary sharea | Pence




|                                  |                                                                            |  |   |             |  |  |             |      |  |             |      |      |  |  |      |      | 
|--------------------------------- | -------------------------------------------------------------------------- |  | - | ----------- |  |  | ----------- | ---- |  | ----------- | ---- | ---- |  |  | ---- | ---- | 
|                                  |                                                                            |  |   | 2002        |  |  | 2001        |      |  | 2000        |     
|                                  |                                                                            |  |   | As restated |  |  | As restated |      |  | As restated |     
|                                  |                                                                            |  |   |             |  |  |             |     
|                                 
|                                  |                                                                           
|Distributable profit for the year |                                                                            |  | 5 |             |  |  | 14.6        |      |  |             | 26.1 |      |  |  | 23.4 |     
|                                  | Distributable profit for the year                                          |  |   |             |  |  |             | 14.6 |  |             |      | 26.1 |  |  |      | 23.4 | 
|                                  | Share of earnings retained by companies of the
    Royal Dutch/Shell Group |  |   |             |  |  |             | 12.0 |  |             |      | 3.4  |  |  |      | 12.1 | 
|                                  | Earnings for the year attributable to shareholders                         |  |   |             |  |  |             | 26.6 |  |             |      | 29.5 |  |  |      | 35.5 | 
|                                 
|                                 



|  |                                                                                                                                                                                                                                                                                       
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Of the earnings per share amounts shown above,
    those relating to earnings for the year attributable to
    shareholders are, in the opinion of the Directors, the most
    meaningful since they reflect the full entitlement of the
    Company in the income of Group companies.



|              |          
|------------- | ---------
|Balance Sheet | £ million




|                                           |                                                                         |                          |   |      |             |  |          |             |      |  |          |          |      | 
|------------------------------------------ | ----------------------------------------------------------------------- | ------------------------ | - | ---- | ----------- |  | -------- | ----------- | ---- |  | -------- | -------- | ---- | 
|                                           |                                                                         |                          |   | 2002 |             |  | 2001     |            
|                                           |                                                                         | Note                     |   |      | As restated |  |          | As restated |     
|                                           |                                                                         |                          |   |      |             | 
|                                          
|                                           |                                                                        
|Fixed assets                               |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|Investments                                |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|                                           | Shares (unlisted) in companies of the Royal
    Dutch/ Shell Group      |                          |   | 6    |             |  |          | 15,696.4    |      |  |          | 16,054.7 |     
|Current assets                             |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|Debtors                                    |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|                                           | Dividends receivable from companies of the Royal
    Dutch/ Shell Group |                          |   |      |             |  |          | 1,263.7     |      |  |          | 1,699.3  |     
|                                           | Other debtors                                                           |                          |   |      |             |  |          | 0.1         |      |  |          | 0.4      |     
|                                          
|                                           |                                                                         |                          |   |      |             |  | 1,263.8  |             |      |  | 1,699.7  |         
|Cash at bank:                              |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|                                           | Short-term deposits                                                     |                          |   |      |             |  |          | 89.9        |      |  |          | 67.5     |     
|                                           | Cash                                                                    |                          |   |      |             |  |          | 0.4         |      |  |          | 0.6      |     
|                                          
|                                           |                                                                         |                          |   |      |             |  | 1,354.1  |             |      |  | 1,767.8  |         
|                                          
|Creditors: amounts due within one
    year |                                                                         |                          |   |     
|                                           | Amounts due to companies of the Royal Dutch/
    Shell Group            |                          |   |      |             |  |          | 1.1         |      |  |          | 1.0      |     
|                                           | Corporation tax                                                         |                          |   |      |             |  |          | 0.2         |      |  |          | 0.4      |     
|                                           | Unclaimed dividends                                                     |                          |   |      |             |  |          | 9.5         |      |  |          | 9.1      |     
|                                           | Other creditors and accruals                                            |                          |   |      |             |  |          | 2.3         |      |  |          | 2.3      |     
|                                           | Preference dividends accrued                                            |                          |   |      |             |  |          | 0.3         |      |  |          | 0.3      |     
|                                           | Ordinary dividend proposed                                              |                          |   |      |             |  |          | 899.1       |      |  |          | 872.5    |     
|                                          
|                                           |                                                                         |                          |   |      |             |  | 912.5    |             |      |  | 885.6    |         
|                                          
|Net current assets                         |                                                                         |                          |   |      |             |  | 441.6    |             |      |  | 882.2    |         
|                                          
|Total assets less current
    liabilities  |                                                                         |                          |   |      |             |  | 16,138.0 |             |      |  | 16,936.9 |         
|                                          
|Capital and reserves                       |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|Equity interests:                          |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|                                           | Called-up share capital; Ordinary shares                                |                          |   | 7    |             |  |          | 2,416.9     |      |  |          | 2,437.2  |     
|                                           | Capital redemption reserve                                              |                          |   | 8    |             |  |          | 69.0        |      |  |          | 48.7     |     
|                                           | Revaluation reserve                                                     |                          |   | 6    |             |  |          | 13,196.7    |      |  |          | 13,555.0 |     
|                                           | Profit and Loss Account                                                 |                          |   |      |             |  |          | 443.4       |      |  |          | 884.0    |     
|                                          
|                                           |                                                                         |                          |   |      |             |  | 16,126.0 |             |      |  | 16,924.9 |         
|                                          
|Non-equity interests                       |                                                                         |                          |   |      |             |  |          |             |      |  |          |         
|                                           | Called-up share capital:                                                |                          |   | 7    |             |  |          |             |      |  |          |          |     
|                                           |                                                                         | First Preference shares  |   |      |             |  |          |             | 2.0  |  |          |          | 2.0  | 
|                                           |                                                                         | Second Preference shares |   |      |             |  |          |             | 10.0 |  |          |          | 10.0 | 
|                                          
|                                           |                                                                         |                          |   |      |             |  | 12.0     |             |      |  | 12.0     |         
|                                          
|Shareholders funds                        |                                                                         |                          | 9 |      |             |  | 16,138.0 |             |      |  | 16,936.9 |         
|                                          

Lord Oxburgh

Chairman


May 23, 2004






S2 The
 Shell   Transport and Trading Company, Public
Limited Company




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20-F/A (Amendment No. 1) 2002




---



|                                                                                                                    |  |           |   |  |      |  |         |      |  |  |         |  |  |  |         | 
|------------------------------------------------------------------------------------------------------------------- |  | --------- | - |  | ---- |  | ------- | ---- |  |  | ------- |  |  |  | ------- | 
|                                                                                                                    |  |          
|Statement of Total Recognised Gains and Losses (as restated)                                                        |  | £ million |  
|                                                                                                                   
|                                                                                                                    | 
|                                                                                                                    |  | Note      |   |  | 2002 |  |         | 2001 |  |  | 2000    | 
|                                                                                                                   
|                                                                                                                    | 
|Distributable profit for the year                                                                                   |  |           |   |  |      |  | 1,404.0 |      |  |  | 2,547.3 |  |  |  | 2,308.3 | 
|Unrealised surplus/(deficit)
    on revaluation of investments
    in companies of the
    Royal Dutch/ Shell Group |  |           | 6 |  |      |  | (358.3  | )    |  |  | 270.3   |  |  |  | 1,631.2 | 
|                                                                                                                   
|Total recognised gains and losses relating to
    the year                                                          |  |           |   |  |      |  | 1,045.7 |      |  |  | 2,817.6 |  |  |  | 3,939.5 | 
|Prior year adjustment                                                                                               |  |           | 2 |  |      |  | 22.5    |      |  |  |        |  |  |  |        | 
|                                                                                                                   
|Total recognised gains and losses since last
    annual report                                                      |  |           |   |  |      |  | 1,068.2 |      |  |  | 2,817.6 |  |  |  | 3,939.5 | 
|                                                                                                                   

|                                                 |                                     |                                                              |  |      |  |  |         |       |       |      |         |         |       |   |         |   |       | 
|------------------------------------------------ | ----------------------------------- | ------------------------------------------------------------ |  | ---- |  |  | ------- | ----- | ----- | ---- | ------- | ------- | ----- | - | ------- | - | ----- | 
|                                                 |                                     |                                                             
|Statement of Retained Profit                     |                                     | £ million                                                    | 
|                                                
|                                                 |                                    
|                                                 |                                     |                                                              |  | 2002 |  |  | 2001    |       |       | 2000 |        
|                                                 |                                     |                                                              |  |      |  |  |         |      
|                                                
|                                                 |                                    
|Distributable profit for the year                |                                     |                                                              |  |      |  |  | 1,404.0 |       |       |      | 2,547.3 |         |       |   | 2,308.3 |  
|Distributable retained profit                    |                                     |                                                              |  |      |  |  |         |       |       |      |         |         |       |   |         |  
|at beginning of year                             |                                     |                                                              |  |      |  |  | 884.0   |       |       |      | 876.3   |         |       |   | 20.6    |  
|                                                
|                                                 |                                     |                                                              |  |      |  |  | 2,288.0 |       |       |      | 3,423.6 |         |       |   | 2,328.9 |  
|                                                 | Dividends on non-equity shares:     |                                                              |  | 7    |  |  |         |       |       |      |         |         |       |   |         |   |      
|                                                 |                                     | First Preference shares                                      |  |      |  |  |         |       | 0.1   |      |         |         | 0.1   |   |         |   | 0.1   | 
|                                                 |                                     | Second Preference shares                                     |  |      |  |  |         |       | 0.7   |      |         |         | 0.7   |   |         |   | 0.7   | 
|                                                
|                                                 |                                     |                                                              |  |      |  |  | 0.8     |       |       |      | 0.8     |         |       |   | 0.8     |  
|                                                
|                                                 |                                     |                                                              |  |      |  |  | 2,287.2 |       |       |      | 3,422.8 |         |       |   | 2,328.1 |  
|                                                
|                                                 | Dividends on equity shares:         |                                                              |  | 7    |  |  |         |       |       |      |         |         |       |   |         |   |      
|                                                 | 25p Ordinary shares                 |                                                              |  |      |  |  |         |       |       |      |         |         |       |   |         |   |      
|                                                 |                                     | Interim of 5.95p in 2002, 5.85p in 2001 and 5.7p
    in 2000 |  |      |  |  |         |       | 578.0 |      |         |         | 574.4 |   |         |   | 566.8 | 
|                                                 |                                     | Final of 9.30p in 2002, 8.95p in 2001 and 8.9p in
    2000   |  |      |  |  |         |       | 899.1 |      |         |         | 872.5 |   |         |   | 885.0 | 
|                                                 |                                     | Reduction due to share buyback and unclaimed
    dividends   |  |      |  |  |         |       | (2.9  | )    |         |         | (7.1  | ) |         |   |      | 
|                                                
|                                                 |                                     |                                                              |  |      |  |  | 1,474.2 |       |       |      | 1,439.8 |         |       |   | 1,451.8 |  
|                                                
|                                                 | Share repurchase including expenses |                                                              |  |      |  |  |         | 369.6 |       |      |         | 1,099.0 |       |   |         |  |      
|                                                
|Distributable retained
    profit at end of year |                                     |                                                              |  |      |  |  | 443.4   |       |       |      | 884.0   |         |       |   | 876.3   |  
|                                                



The   Shell   Transport and Trading
Company, Public Limited Company S3




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20-F/A (Amendment No. 1) 2002




---



|                                                                                        |  |           |          |   |      |  |          |      |  |  |          |  
|--------------------------------------------------------------------------------------- |  | --------- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                                                                        |  |          
|Statement of Cash Flows                                                                 |  | £ million |         
|                                                                                       
|                                                                                        | 
|                                                                                        |  | 2002      |          |   | 2001 |  |          | 2000 | 
|                                                                                        |  |           |          |   |      | 
|                                                                                       
|                                                                                        | 
|Returns on investments and
    servicing of finance                                     |  |           |          |   |      |  |          |      |  |  |          |  
|Dividends received from companies
    of the Royal Dutch/ Shell Group                   |  |           | 1,838.8  |   |      |  | 2,586.9  |      |  |  | 1,412.0  |  
|Interest received                                                                       |  |           | 5.6      |   |      |  | 5.5      |      |  |  | 4.3      |  
|Preference dividends paid                                                               |  |           | (0.8     | ) |      |  | (0.8     | )    |  |  | (0.8     | )
|Other                                                                                   |  |           | (3.7     | ) |      |  | (2.6     | )    |  |  | (2.4     | )
|                                                                                       
|Net cash inflow from returns on investments
    and servicing of finance                |  |           | 1,839.9  |   |      |  | 2,589.0  |      |  |  | 1,413.1  |  
|                                                                                       
|Taxation                                                                                |  |           |          |   |      |  |          |      |  |  |          |  
|Tax paid                                                                                |  |           | (0.6     | ) |      |  | (0.5     | )    |  |  | (0.3     | )
|Equity dividends paid                                                                   |  |           |          |   |      |  |          |      |  |  |          |  
|Ordinary shares                                                                         |  |           | (1,447.6 | ) |      |  | (1,452.3 | )    |  |  | (1,412.0 | )
|Management of liquid resources
    (short-term deposits)                                |  |           |          |   |      |  |          |      |  |  |          |  
|Net cash inflow/(outflow) from
    management of liquid resources                       |  |           | (22.4    | ) |      |  | (38.0    | )    |  |  | (0.5     | )
|Financing                                                                               |  |           |          |   |      |  |          |      |  |  |          |  
|Repurchase of share capital,
    including expenses                                     |  |           | (369.6   | ) |      |  | (1,099.0 | )    |  |  |         |  
|Net (decrease)/increase in amounts due to
    companies of the Royal Dutch/ Shell Group |  |           | 0.1      |   |      |  | 0.5      |      |  |  | 0.1      |  
|                                                                                       
|Increase/(Decrease) in cash                                                             |  |           | (0.2     | ) |      |  | (0.3     | )    |  |  | 0.4      |  
|Cash at January 1                                                                       |  |           | 0.6      |   |      |  | 0.9      |      |  |  | 0.5      |  
|                                                                                       
|Cash at December 31                                                                     |  |           | 0.4      |   |      |  | 0.6      |      |  |  | 0.9      |  
|                                                                                       

Net debts, being amounts due to the companies of
the Royal Dutch/ Shell Group less cash, increased during 2002
from £0.4 million to £0.7 million (2001: net
debts increased from £0.4 million net funds to
£0.4 million net debts).

The Company adopts a policy of minimising cash
holdings whilst ensuring that operating costs, the financing of
dividend payments and funding of the Companys share
buyback programme, are met. The Companys debtors and
creditors are short term and are all denominated in
sterling.

At December 31, 2002 the Company had
£89.9 million (2001: £67.5 million) on
short-term deposit with third-party banks. The fixed
interest rate earned on these sterling deposits at year-end was
4.4% (2001: 4.5%). The carrying amount and fair value of
these deposits are the same.



S4 The
 Shell   Transport and Trading Company, Public
Limited Company




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---



20-F/A (Amendment No. 1) 2002




---





---



Notes to the Financial Statements




---



1   The Company

Shell Transport, one of the Parent Companies of
the Royal Dutch/ Shell Group of Companies, is a holding company
which, in conjunction with Royal Dutch Petroleum Company (Royal
Dutch), owns, directly or indirectly, investments in the
numerous companies referred to collectively as
the Group. Shell Transport has no investments
in associated undertakings other than in companies of the Group.


Arrangements between Royal Dutch and Shell
Transport provide, inter alia, that notwithstanding
variations in shareholdings, Royal Dutch and Shell
Transport shall share in the aggregate net assets and in the
aggregate dividends and interest received from Group companies
in the proportion of 60:40. It is further arranged that the
burden of all taxes in the nature of or corresponding to an
income tax leviable in respect of such dividends and interest
shall fall in the same proportion.

2   Accounting policies and
convention

The Financial Statements on pages S2 to S12
herein have been prepared in accordance with the United Kingdom
Companies Act 1985 and with applicable United Kingdom accounting
standards. They have been prepared under the historical cost
convention modified by the revaluation of the investments in
companies of the Royal Dutch/Shell Group (see Note 6). The
disclosures described in Note 3 have been derived from the
Group Financial Statements.


The Company records income from shares in Group
companies, in the form of dividends, in its Profit and Loss
Account. The Companys investments in Group companies
comprises a 40% interest in the Groups net assets. An
amount equal to 40% of the net assets of the Group, as presented
in the Group Financial Statements in accordance with Group
accounting policies, is included in the Companys Financial
Statements as the Directors valuation of this investment.
The difference between the cost and the amount at which the
investments are stated in the Balance Sheet has been taken to
the Revaluation Reserve.

In this Amendment No. 1 the Group Financial
Statements are presented in accordance with US GAAP with
separate information presented under Netherlands GAAP. The
accounting policies under Netherlands GAAP in the Group
Financial Statements, in respect of inventory accounting, the
amortisation of goodwill, exploration costs, and certain
contracts for the sale and delivery of own natural gas
production, have been revised in this Amendment No. 1. The
Netherlands GAAP basis of presentation in the Group Financial
Statements is more closely aligned with UK GAAP,
particularly in the requirement to amortise goodwill. In
addition, following a European Union directive, both UK and
Netherlands GAAP are converging towards International Financial
Reporting Standards for adoption in 2005. Therefore, in this
Amendment No. 1 the Company has elected to present its
investments in the Group at a Directors valuation based on
40% of the revised separate Netherlands GAAP information
presented by the Group.

These are changes in accounting policy, and all
amounts set forth herein have been restated accordingly. The
Group Financial Statements also include a restatement of the
Groups depreciation, depletion, amortisation and other
charges arising from the overstatement of unaudited proved oil
and gas reserves. This is not significant to the Directors
valuation of the Companys investment in Group companies
and has been treated as a prior period adjustment so that the
impact can be separately identified. The effect of the above
changes on the Companys investments is as follows:

|                                                                             |                                                                     |      |          |       |      |  |          |       |  
|---------------------------------------------------------------------------- | ------------------------------------------------------------------- | ---- | -------- | ----- | ---- |  | -------- | ----- | -
|                                                                            
|£ million                                                                    |                                                                    
|                                                                             |                                                                    
|                                                                             |                                                                     | 2001 |          |       | 2000 | 
|                                                                             |                                                                     |      |          |      
|                                                                            
|                                                                             |                                                                    
|Investments as previously reported                                           |                                                                     |      | 16,032.2 |       |      |  | 15,629.4 |      
|Impact of changes in the presentation of the
    Group Financial Statements: |                                                                     |      |          |       |      |  |          |      
|                                                                             | Effect of changes in accounting policies under
    Netherlands GAAP |      |          | 68.9  |      |  |          | 188.7 |  
|                                                                             | Oil and gas reserves related adjustments                            |      |          | (46.4 | )    |  |          | (33.7 | )
|                                                                            
|                                                                             |                                                                     |      | 22.5     |       |      |  | 155.0    |      
|                                                                            
|Investments as restated                                                      |                                                                     |      | 16,054.7 |       |      |  | 15,784.4 |      
|                                                                            

There is an equivalent effect on the Revaluation
reserve, which is reflected in the Companys share of
earnings retained by companies of the Royal Dutch/Shell Group.
There is no impact on the Companys distributable profit.

3   Share in the income and
assets of Group companies

Shell Transports share in certain items
relating to the two Group Holding Companies and Shell Petroleum
Inc., described in Note 6, is set out below. These
companies own directly or indirectly the investments, which,
with them, comprise the Group. The following supplementary
information has therefore been provided in respect of the Group
Holding Companies and Shell Petroleum Inc. in the aggregate
and is derived from the Group Financial Statements on
pages G2 to G48.




The   Shell   Transport and Trading
Company, Public Limited Company S5




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---



|                                                    |  |              |          |  |              |  |          | 
|--------------------------------------------------- |  | ------------ | -------- |  | ------------ |  | -------- | 
|                                                   
|£ million                                           | 
|                                                    | 
|                                                    |  | 2002         |          |  | 2001         | 
|                                                    |  | As restateda |          |  | As restateda | 
|                                                    |  |              |          | 
|                                                   
|                                                    | 
|Fixed assets including Parent Companies
    shares |  |              | 27,408.8 |  |              |  | 21,353.7 | 
|Current assets including other long-term assets     |  |              | 12,182.4 |  |              |  | 10,602.9 | 
|Current liabilities                                 |  |              | 13,727.4 |  |              |  | 9,232.9  | 
|Long-term liabilities                               |  |              | 3,994.0  |  |              |  | 2,365.9  | 
|Provisions                                          |  |              | 5,282.0  |  |              |  | 3,343.4  | 
|                                                   

|                                                  |  |              |          |  |              |  |          |              |  |  |          | 
|------------------------------------------------- |  | ------------ | -------- |  | ------------ |  | -------- | ------------ |  |  | -------- | 
|                                                 
|£ million                                         | 
|                                                  | 
|                                                  |  | 2002         |          |  | 2001         |  |          | 2000         | 
|                                                  |  | As restateda |          |  | As restateda |  |          | As restateda | 
|                                                  |  |              |          |  |              | 
|                                                 
|                                                  | 
|Sales proceeds                                    |  |              | 62,769.9 |  |              |  | 49,227.6 |              |  |  | 52,163.1 | 
|Sales taxes, excise duties and similar levies     |  |              | 14,971.8 |  |              |  | 11,687.3 |              |  |  | 11,544.8 | 
|                                                 
|Net proceeds                                      |  |              | 47,798.1 |  |              |  | 37,540.3 |              |  |  | 40,618.3 | 
|                                                 
|Operating profit after net currency gains/ losses |  |              | 4,846.8  |  |              |  | 5,322.0  |              |  |  | 6,708.9  | 
|Interest and other income                         |  |              | 202.1    |  |              |  | 294.2    |              |  |  | 265.4    | 
|Interest expense                                  |  |              | 363.6    |  |              |  | 314.8    |              |  |  | 360.8    | 
|                                                 
|Income before taxation                            |  |              | 4,685.3  |  |              |  | 5,301.4  |              |  |  | 6,613.5  | 
|Taxation                                          |  |              | 2,078.1  |  |              |  | 2,334.7  |              |  |  | 3,092.7  | 
|Minority interests                                |  |              | 47.7     |  |              |  | 91.4     |              |  |  | 14.7     | 
|                                                 
|Net income for the year                           |  |              | 2,559.5  |  |              |  | 2,875.3  |              |  |  | 3,506.1  | 
|                                                 

|                         |  |  |       |  |  |  |       |  |  |  |       | 
|------------------------ |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                        
|$ million                | 
|                        
|                         | 
|Net income for the yearb |  |  | 3,841 |  |  |  | 4,140 |  |  |  | 5,146 | 
|                        



|  |                                                                              | 
|- | ---------------------------------------------------------------------------- | 
|a | Restated to reflect information presented under
    Netherlands GAAP.        | 
| 
|b | Refer to Note 35 to the Group Financial
    Statements on pages G46 and G47. | 



S6 The
 Shell   Transport and Trading Company, Public
Limited Company




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---



This supplementary information has been
calculated in conformity with the accounting policies of the
Group Financial Statements set out on pages G8 to G11 as
adjusted on page G43 to conform with Netherlands GAAP.
These policies differ in certain respects from accounting
principles generally accepted in the United Kingdom. If this
supplementary information was presented in conformity with
accounting principles generally accepted in the United Kingdom,
the impact on net assets at December 31, 2002 would not be
significant, although current assets including other long-term
assets would increase by approximately £0.3 billion
(2001: £nil), fixed assets would decrease by approximately
£0.8 billion (2001: increase £0.9 billion),
long-term liabilities would decrease by approximately
£0.1 billion (2001 increase £0.2 billion)
and provisions would decrease by approximately
£0.9 billion (2001: increase £0.3 billion).
The impact on net income for the year is not significant.

Shell Transports distributions from Group
companies were as follows:

|                                   |  |      |         |  |      |  |         |      |  |  |         | 
|---------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                                  
|£ million                          | 
|                                   | 
|                                   |  | 2002 |         |  | 2001 |  |         | 2000 | 
|                                   |  |      |         |  |      | 
|                                  
|                                   | 
|Distributions from Group companies |  |      | 1,403.2 |  |      |  | 2,545.6 |      |  |  | 2,307.4 | 

|                                    |  |  |       |  |  |  |       |  |  |  |       | 
|----------------------------------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                                   
|$ million                           | 
|                                    | 
|Distributions from Group companiesa |  |  | 2,174 |  |  |  | 3,665 |  |  |  | 3,432 | 
|                                   



|  |                                                                              | 
|- | ---------------------------------------------------------------------------- | 
|a | Refer to Note 35 to the Group Financial
    Statements on pages G46 and G47. | 

4   Tax on profit on ordinary
activities

|                                                                                                           |  |      |     |  |      |  |     |      |  |  |     | 
|---------------------------------------------------------------------------------------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | --- | 
|                                                                                                          
|£ million                                                                                                  | 
|                                                                                                           | 
|                                                                                                           |  | 2002 |     |  | 2001 |  |     | 2000 | 
|                                                                                                           |  |      |     |  |      | 
|                                                                                                          
|                                                                                                           | 
|Corporation tax at 30% (2001 and 2000: 30%)
    in respect of interest income less administrative expenses |  |      | 0.4 |  |      |  | 0.7 |      |  |  | 0.3 | 
|                                                                                                          

No taxation liability arises in respect of income
from shares in companies of the Group as this income consists of
a distribution, which is not subject to taxation, from a UK
resident company. Consequently, the effective tax rate is
substantially lower than the UK Corporation tax rate of 30%.

Shell Transports share of taxation borne by
Group and associated companies is given in Note 3.

5   Earnings per
share

The basic earnings per share amounts shown are
calculated after deducting 5.5% and 7% cumulative dividend on
First and Second Preference shares respectively. The calculation
uses a weighted average number of shares of 9,608,614,760 (2001:
9,758,574,437 shares; 2000: 9,882,388,055 shares). The
earnings per share calculation excludes shares held by Group
companies for share options and other incentive compensation
plans (refer to Note 22 of the Group Financial Statements
on pages G29 to G31). Prior year amounts have been
restated accordingly. The effect is to increase earnings per
share for 2002 by 0.1 pence and for 2001 by 0.2 pence
and for 2000 by 0.2 pence. There is no difference between basic
and diluted earnings per share for 2002 and 2001. The diluted
earnings per share for 2000, as restated, was 23.3 pence.
The same earnings figure is used in the basic and diluted
earnings per share calculation. For the diluted earnings per
share calculation the weighted average number of shares is
increased by 4,661,292 for 2002 (2001: 12,602,362; 2000:
17,170,048). These numbers relate to share options schemes as
mentioned above.

6   Investments in Group
companies

Shell Transport has 40% equity shareholdings in
The Shell Petroleum Company Limited, which is registered in
England and Wales, (consisting of the whole of its 102,342,930
issued B shares of £1 each) and in Shell
Petroleum N.V., which is incorporated in the Netherlands
(consisting of the whole of its 44 issued
B shares of N.fl.5,000,000 each). The remaining
60% equity shareholdings in these two companies (consisting of
153,514,395 A shares of £1 each of The
Shell Petroleum Company Limited and
66 A shares of N.fl.5,000,000 each of
Shell Petroleum N.V.) are held by Royal Dutch.

Shell Transport also holds 1,600
Class B shares of US $1 each in Shell
Petroleum Inc., which is incorporated in the State of Delaware,
USA. These shares, together with the 2,400
Class A shares of US $1 each in that
company held by Royal Dutch, carry voting control of Shell
Petroleum Inc. but are restricted in regard to dividends to 12%
of their par value per annum. Shell Petroleum N.V. holds the
remaining 1,000 shares of US $1 each in Shell Petroleum
Inc., which are unrestricted in regard to dividends.

The Shell Petroleum Company Limited, Shell
Petroleum N.V. and Shell Petroleum Inc. own, directly or
indirectly, the investments representing the total Group
interest in the other companies which, with them, comprise the
Group.



The   Shell   Transport and Trading
Company, Public Limited Company S7




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Movements in Investments and Revaluation
reserves

The Directors valuation of Shell
Transports investment in Group companies comprises the
following:

|                                                                                                               |                                                                                 |                     |        |          |           |       |           |             |   |             |             |          |   |  |          |          |  
|-------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------- | ------ | -------- | --------- | ----- | --------- | ----------- | - | ----------- | ----------- | -------- | - |  | -------- | -------- | -
|                                                                                                              
|                                                                                                               |                                                                                
|                                                                                                               |                                                                                 | $ million           |        |          | £ million |      
|                                                                                                               |                                                                                 |                     |        |          |           |      
|                                                                                                               |                                                                                 |                     |        |          |           | Shell |           |             |  
|                                                                                                               |                                                                                 |                     |        | Exchange |           |       | Transport |             |   | Revaluation |            
|                                                                                                               |                                                                                 | 40% interest in     |        |          | rate      |       |           | investments |   |             | reserve     |         
|                                                                                                               |                                                                                 | Group net assetsa,d |        |          | ($/£)     |       |           | As restated |   |             | As restated |         
|Balance at December 31, 2000 as
    previously reported                                                        |                                                                                 |                     | 23,358 |          |           |       | 0.67      |             |   |             | 15,629.4    |          |   |  | 13,129.7 |         
|Cumulative restatement at December 31, 2000
    as described in Note 2                                         |                                                                                 |                     | 234    |          |           |       | 0.67      |             |   |             | 155.0       |          |   |  | 155.0    |         
|                                                                                                              
|Balance at December 31, 2000 as
    restated                                                                   |                                                                                 |                     | 23,592 |          |           |       | 0.67      |             |   |             | 15,784.4    |          |   |  | 13,284.7 |         
|Deduct: 40% of the book value of Parent
    Companies shares held by Group companies at
    December 31, 2000 |                                                                                 |                     | (524   | )        |           |       | 0.67      |             |   |             | (350.8      | )c       |   |  | (350.8   | )c      
|                                                                                                              
|Share of Group net assets at December 31,
    2000 as restated                                                 |                                                                                 |                     | 23,068 |          |           |       | 0.67      |             |   |             | 15,433.6    |          |   |  | 12,933.9 |         
|                                                                                                              
|Movements during the year 2001:                                                                                |                                                                                 |                     |        |          |           |       |           |             |   |             |             |          |   |  |          |         
|                                                                                                               | Share in the net income of Group companies                                      |                     |        | 4,140    |           |       |           | 0.69        |   |             |             | 2,875.3  |   |  |          | 2,875.3  |  
|                                                                                                               | Distribution to Shell Transport                                                 |                     |        | (3,665   | )         |       |           | 0.69        |   |             |             | (2,545.6 | ) |  |          | (2,545.6 | )
|                                                                                                              
|                                                                                                               | Undistributed net income of Group companies                                     |                     |        | 475      |           |       |           | 0.69        |   |             |             | 329.7    |   |  |          | 329.7    |  
|                                                                                                               | Net (increase)/decrease in Parent Companies
    shares held by Group companies |                     |        | (257     | )         |       |           |             | c |             |             | (187.9   | ) |  |          | (187.9   | )
|                                                                                                               | Other comprehensive incomeb                                                     |                     |        | (788     | )         |       |           | 0.69        |   |             |             | (543.2   | ) |  |          | (543.2   | )
|                                                                                                               | Translation effect arising from movements in the
    dollar/sterling rate       |                     |        |          |           |       |           |             |   |             |             | 483.8    |   |  |          | 483.8    |  
|                                                                                                              
|Share of Group net assets at December 31,
    2001 as restated                                                 |                                                                                 |                     | 22,498 |          |           |       | 0.69      |             |   |             | 15,516.0    |          |   |  | 13,016.3 |         
|                                                                                                              
|Add: 40% of the book value of Parent
    Companies shares held by Group companies at
    December 31, 2001    |                                                                                 |                     |        |          |           |       |           |             |   |             | 538.7       | c        |   |  | 538.7    | c       
|                                                                                                              
|Balance at December 31, 2001 as
    restated                                                                   |                                                                                 |                     |        |          |           |       |           |             |   |             | 16,054.7    |          |   |  | 13,555.0 |         
|                                                                                                              
|Deduct: 40% of the book value of Parent
    Companies shares held by Group companies at
    December 31, 2001 |                                                                                 |                     |        |          |           |       |           |             |   |             | (538.7      | )c       |   |  | (538.7   | )c      
|                                                                                                              
|                                                                                                               |                                                                                 |                     |        |          |           |       |           |             |   |             | 15,516.0    |          |   |  | 13,016.3 |         
|                                                                                                              
|Movements during the year 2002:                                                                                |                                                                                 |                     |        |          |           |       |           |             |   |             |             |          |   |  |          |         
|                                                                                                               | Share in the net income of Group companies                                      |                     |        | 3,841    |           |       |           | 0.67        |   |             |             | 2,559.5  |   |  |          | 2,559.5  |  
|                                                                                                               | Distribution to Shell Transport                                                 |                     |        | (2,174   | )         |       |           | 0.65        |   |             |             | (1,403.2 | ) |  |          | (1,403.2 | )
|                                                                                                              
|                                                                                                               | Undistributed net income of Group companies                                     |                     |        | 1,667    |           |       |           | 0.69        |   |             |             | 1,156.3  |   |  |          | 1,156.3  |  
|                                                                                                               | Net (increase)/decrease in Parent Companies
    shares held by Group companies |                     |        | (337     | )         |       |           |             | c |             |             | (156.9   | ) |  |          | (156.9   | )
|                                                                                                               | Other comprehensive incomeb                                                     |                     |        | 302      |           |       |           | 0.62        |   |             |             | 188.3    |   |  |          | 188.3    |  
|                                                                                                               | Translation effect arising from movements in the
    dollar/ sterling rate      |                     |        |          |           |       |           |             |   |             |             | (1,702.9 | ) |  |          | (1,702.9 | )
|                                                                                                              
|Share of Group net assets at December 31,
    2002 as restated                                                 |                                                                                 |                     | 24,130 |          |           |       | 0.62      |             |   |             | 15,000.8    |          |   |  | 12,501.1 |         
|                                                                                                              
|Add: 40% of the book value of Parent
    Companies shares held by Group companies at
    December 31, 2002    |                                                                                 |                     |        |          |           |       |           |             |   |             | 695.6       | c        |   |  | 695.6c   |         
|                                                                                                              
|Balance at December 31, 2002 as
    restated                                                                   |                                                                                 |                     |        |          |           |       |           |             |   |             | 15,696.4    |          |   |  | 13,196.7 |         
|                                                                                                              

|                                                                                                |  |             |        |  |             |  |        |             |  |  |        | 
|----------------------------------------------------------------------------------------------- |  | ----------- | ------ |  | ----------- |  | ------ | ----------- |  |  | ------ | 
|                                                                                                |  |            
|                                                                                                |  | $ million   |       
|                                                                                               
|                                                                                                | 
|                                                                                                |  | 2002        |        |  | 2001        |  |        | 2000        | 
|                                                                                                |  | As restated |        |  | As restated |  |        | As restated | 
|                                                                                               
|                                                                                                | 
|Shell Transports 40% interest in Group net
    assets at December 31 (see Note 35 on page G47) |  |             | 24,130 |  |             |  | 22,498 |             |  |  | 23,068 | 
|                                                                                               

|                                 |                                                             |             |          |          |             |  |          |             |   |  |          |          |  
|-------------------------------- | ----------------------------------------------------------- | ----------- | -------- | -------- | ----------- |  | -------- | ----------- | - |  | -------- | -------- | -
|                                 |                                                             |            
|                                 |                                                             | £ million   |         
|                                
|                                 |                                                            
|                                 |                                                             | 2002        |          |          | 2001        |  |          | 2000        |  
|                                 |                                                             | As restated |          |          | As restated |  |          | As restated |  
|                                
|                                 |                                                            
|Comprising:                      |                                                             |             |          |          |             |  |          |             |   |  |          |         
|                                 | Cost of Shell Transports investment in
    Group companies |             |          | 178.4    |             |  |          | 178.4       |   |  |          | 178.4    |  
|Shell Transports share of:      |                                                             |             |          |          |             |  |          |             |   |  |          |         
|                                 | Retained earnings of Group companies                        |             |          | 16,765.4 |             |  |          | 15,609.1    |   |  |          | 15,279.4 |  
|                                 | Cumulative other comprehensive incomea                      |             |          | (1,579.7 | )           |  |          | (1,768.0    | ) |  |          | (1,224.8 | )
|Currency translation differences |                                                             |             | 332.3    |          |             |  | 2,035.2  |             |   |  | 1,551.4  |         
|                                
|                                 |                                                             |             | 15,696.4 |          |             |  | 16,054.7 |             |   |  | 15,784.4 |         
|£/$ exchange rate at December 31 |                                                             |             | 0.62     |          |             |  | 0.69     |             |   |  | 0.67     |         
|                                



|  |                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|a | The Group Financial Statements have been restated
    (see Note 2 to the Group Financial Statements and
    pages G2 to G48).                      
| 
|b | Other comprehensive income comprises principally
    cumulative currency translation differences arising within the
    Group Financial Statements.



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|c | The cumulative Parent Companies shares held
    by Group companies at December 31 of each year is
    translated at the year-end dollar/ sterling exchange rate. The
    net (increase)/decrease in Parent Companies shares held by
    Group companies comprises the movement between these cumulative
    year-end balances including the translation effect arising from
    movements in the dollar/ sterling exchange rate year on year.



|  |                                                                      
|- | ---------------------------------------------------------------------
|d | See Notes 31 and 35 to the Netherlands
    GAAP Financial Statements.



S8 The
 Shell   Transport and Trading Company, Public
Limited Company




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



The earnings retained by Group companies have
been, or will be, substantially reinvested by the companies
concerned, and any taxation unprovided on possible future
distributions out of any uninvested retained earnings will not
be material.

The Company will continue to hold its investments
in Group companies. However, as the investments are stated in
the Balance Sheet on a valuation basis, it is necessary to
report that, if the investments were to be disposed of for the
amount stated, a taxation liability of approximately
£1.2 billion would arise (2001:
£1.4 billion).

7   Share capital and
dividends

At December 31, 2001 and December 31,
2002 the authorised share capital of the Company was
£2,500,000,000 divided into 9,948,000,000 Ordinary shares
of 25 pence each, 3,000,000 First Preference shares of £1
each and 10,000,000 Second Preference shares of
£1 each.

The allotted, called up and fully paid share
capital at December 31, 2002 was as follows:

|                  |                                     |                  |            |               |   |  |            |               | 
|----------------- | ----------------------------------- | ---------------- | ---------- | ------------- | - |  | ---------- | ------------- | 
|                  |                                     | Number of shares |            |               | £ | 
|                  |                                     |                  |            |              
|                 
|                  |                                    
|Equity shares     |                                     |                  |            |               |   |  |            |              
|                  | Ordinary shares of 25p each         |                  |            |               |   |  |            |               | 
|                  | As at January 1                     |                  |            | 9,748,625,000 |   |  |            | 2,437,156,250 | 
|                  | Shares repurchased for cancellation |                  |            | 81,125,000    |   |  |            | 20,281,250    | 
|                 
|                  | As at December 31                   |                  |            | 9,667,500,000 |   |  |            | 2,416,875,000 | 
|                 
|Non-equity shares |                                     |                  |            |               |   |  |            |              
|                  | First Preferences shares of £1 each |                  |            | 2,000,000     |   |  |            | 2,000,000     | 
|                  | Second Preference shares of £1 each |                  |            | 10,000,000    |   |  |            | 10,000,000    | 
|                 
|                  |                                     |                  | 12,000,000 |               |   |  | 12,000,000 |              
|                 

The First and Second Preference shares (the
Preference shares) confer on the holders the right to a fixed
cumulative dividend (5.5% and 7% on First and Second Preference
shares respectively) and rank in priority to Ordinary shares. On
a winding up or repayment the Preference shares also rank in
priority to the Ordinary shares for the nominal value of £1
per share (plus a premium, if any, equal to the excess over
£1 of the daily average price for the respective shares
quoted in the London Stock Exchange Daily Official List for a
six months period preceding the repayment or winding up) but do
not have any further rights of participation in the profits or
assets of the Company. The Preference shares do not have voting
rights unless their dividend is in arrears or the proposal
concerns a reduction of capital, winding up, sanctioning the
sale of undertaking, an alteration of the Articles of
Association or otherwise directly affects their class rights.

The Preference shares are irredeemable and form
part of the permanent capital of the Company. The number in
issue has remained unchanged since 1922. The fair value of the
Preference shares based on market valuations at
December 31, 2002 was 97.6 pence per share (2001: 92.17
pence per share) for the First Preference shares and 135.0 pence
per share (2001: 128.0 pence per share) for the Second
Preference shares.

Ordinary dividends paid and proposed are as
follows:

|                                                                             |  |      |         |   |      |  |         |      |  |  |         | 
|---------------------------------------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | 
|                                                                            
|£ million                                                                    | 
|                                                                            
|                                                                             | 
|                                                                             |  | 2002 |         |   | 2001 |  |         | 2000 | 
|                                                                            
|                                                                             | 
|Interim of 5.95p in 2002, 5.85p in 2001 and 5.7p
    in 2000                 |  |      | 578.0   |   |      |  | 574.4   |      |  |  | 566.8   | 
|Final of 9.30p in 2002, final of 8.95p in 2001
    and final of 8.9p in 2000 |  |      | 899.1   |   |      |  | 872.5   |      |  |  | 885.0   | 
|Reduction due to share buyback and unclaimed
    dividends                   |  |      | (2.9    | ) |      |  | (7.1    | )    |  |  |        | 
|                                                                            
|                                                                             |  |      | 1,474.2 |   |      |  | 1,439.8 |      |  |  | 1,451.8 | 
|                                                                            

The charges for 2002 ordinary dividends of
£1,477.1 million were reduced by the release of
£2.5 million from the provisions for the final
dividend at December 31, 2001 and interim dividend at
June 30, 2002. This was due to the subsequent cancellation
of shares resulting from the Companys share buyback
programme during the period.

8   Capital redemption
reserve

|                                                                        |  |      |      |  |      |  |      | 
|----------------------------------------------------------------------- |  | ---- | ---- |  | ---- |  | ---- | 
|                                                                       
|£ million                                                               | 
|                                                                       
|                                                                        | 
|                                                                        |  | 2002 |      |  | 2001 | 
|                                                                       
|                                                                        | 
|As at January 1                                                         |  |      | 48.7 |  |      |  |     | 
|Movement relating to shares bought by Shell
    Transport and cancelled |  |      | 20.3 |  |      |  | 48.7 | 
|                                                                       
|As at December 31                                                       |  |      | 69.0 |  |      |  | 48.7 | 
|                                                                       



The   Shell   Transport and Trading
Company, Public Limited Company S9




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Share capital was cancelled on all shares
repurchased under the Companys share buyback programme. As
required by the Companies Act 1985, the equivalent of the
nominal value of the shares cancelled is transferred to a
capital redemption reserve.

9   Reconciliation of movements
in Shareholders funds

|                                                                                                                                                                                    |  |             |          |   |             |  |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | - | ----------- |  | -------- | -
|                                                                                                                                                                                   
|£ million                                                                                                                                                                           | 
|                                                                                                                                                                                   
|                                                                                                                                                                                    | 
|                                                                                                                                                                                    |  | 2002        |          |   | 2001        | 
|                                                                                                                                                                                    |  | As restated |          |   | As restated | 
|                                                                                                                                                                                   
|                                                                                                                                                                                    | 
|Distributable profit for the year                                                                                                                                                   |  |             | 1,404.0  |   |             |  | 2,547.3  |  
|Dividends                                                                                                                                                                           |  |             | (1,475.0 | ) |             |  | (1,440.6 | )
|Repurchase of share capital, including expenses                                                                                                                                     |  |             | (369.6   | ) |             |  | (1,099.0 | )
|Unrealised surplus/(deficit) on revaluation of
    investments in companies of the Royal Dutch/ Shell Group
    (Note 6)                                                            |  |             | (358.3   | ) |             |  | 270.3    |  
|                                                                                                                                                                                   
|Net addition/(reduction) to Shareholders
    funds                                                                                                                                 |  |             | (798.9   | ) |             |  | 278.0    |  
|Shareholders funds as at January 1
    (originally £16,914.4 million before adjusting for the
    effect of the prior year adjustment as described in Note 2
    of £22.5 million) |  |             | 16,936.9 |   |             |  | 16,658.9 |  
|                                                                                                                                                                                   
|Shareholders funds as at December 31                                                                                                                                               |  |             | 16,138.0 |   |             |  | 16,936.9 |  
|                                                                                                                                                                                   

10 Auditors remuneration

Audit fees of Shell Transport amounted to
£31,000 in 2002, £25,500 in 2001 and £16,015 in
2000. Fees payable to PricewaterhouseCoopers for non-audit
services in the UK amounted to £23,000 in 2002,
£30,000 in 2001 and £nil in 2000. The non-audit fees
relate to advice in respect of a review of the financial
reporting impact of developments in accounting policies and
business activities of the Royal Dutch/ Shell Group on the
financial statements of Shell Transport, including proposed
developments in International Financial Reporting Standards. A
portion of the non-audit fees relates to the prior year and is
disclosed accordingly.

11 Aggregate Directors
emoluments

|                                   |  |      |           |  |      |  |           |      |  |  |           | 
|---------------------------------- |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                                  
|£                                  | 
|                                  
|                                   | 
|                                   |  | 2002 |           |  | 2001 |  |           | 2000 | 
|                                  
|                                   | 
|Salaries, fees and benefits        |  |      | 1,716,378 |  |      |  | 1,979,253 |      |  |  | 1,974,161 | 
|Performance-related element        |  |      | 1,663,325 |  |      |  | 1,157,218 | a    |  |  | 760,050   | 
|                                  
|                                   |  |      | 3,379,703 |  |      |  | 3,136,471 |      |  |  | 2,734,211 | 
|                                  
|Excess retirement benefits
    b |  |      | 23,495    |  |      |  | 41,800    |      |  |  | 34,056    | 
|Realised share option gains        |  |      | 16,476    |  |      |  | 1,653,429 |      |  |  | 1,376,544 | 
|                                  



|                                                                                                                                                                            | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Of the emoluments disclosed, £458,162 in
    2002, £326,783 in 2001 and £329,666 in 2000, were
    borne by Shell Transport and charged in the Profit and Loss
    Account. | 



|  |                                                                                                                                                                                                                                                                                    | 
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|a | Prior year numbers have been restated to include
    the Deferred Bonus Plan entitlement awarded during 2002 in
    respect of 2001.                                                                                                                                               | 
| 
|b | Excess retirement benefits are the amount of
    unfunded retirement benefits paid to or receivable by past
    Directors which exceed those to which they were entitled on the
    date on which the benefits first became payable or
    March 31, 1997, whichever is the later. | 



S10 The
 Shell   Transport and Trading Company, Public
Limited Company




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---



12 Reconciliation between US GAAP and UK
GAAP

On a UK GAAP basis, net income is
represented by Distributable profit; however, on a
US GAAP basis the net income equivalent would be
Earnings attributable to shareholders adjusted for
US GAAP differences.

|                                                                                         |  |                    |       |   |            |  |       |            |  |  |       |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |          |   |  |  |          |  
|---------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ---------- |  | ----- | ---------- |  |  | ----- | - |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                                         |  |                    |       |   |            | 
|Reconciliation between US GAAP and UK GAAP                                               |  | pence              |       |   | £ million  |  |       | £ million  | 
|                                                                                        
|                                                                                        
|                                                                                         |  |                    |       |   |            | 
|                                                                                         |  | Earnings per share |       |   | Net Income |  |       | Net Assets | 
|                                                                                         |  |                    |       |   |            | 
|                                                                                         |  | 2002               |       |   | 2001       |  |       | 2000       |  |  | 2002  |   |  | 2001 |          |   | 2000 |  |          | 2002 |  |  | 2001     |  
|                                                                                         |  |                    |       |   |            |  |       |            |  |  |       |   |  |      |          |  
|                                                                                        
|                                                                                        
|In accordance with UK GAAP:                                                              |  |                    | 14.6  |   |            |  | 26.1  |            |  |  | 23.4  |   |  |      | 1,404.0  |   |      |  | 2,547.3  |      |  |  | 2,308.3  |   |  |  | 16,138.0 |   |  |  | 16,936.9 |  
|Exclude 40% of Parent Companies shares
    held by Group companies                      |  |                    |       |   |            |  |       |            |  |  |       |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | (695.6   | ) |  |  | (538.7   | )
|Less: Income from shares in companies of the
    Royal Dutch/Shell Group                 |  |                    | (14.6 | ) |            |  | (26.1 | )          |  |  | (23.4 | ) |  |      | (1,403.2 | ) |      |  | (2,545.6 | )    |  |  | (2,307.4 | ) |  |  |          |   |  |  |          |  
|Share in the Netherlands GAAP net income of
    companies of the Royal Dutch/Shell Group |  |                    | 26.6  |   |            |  | 29.5  |            |  |  | 35.5  |   |  |      | 2,559.5  |   |      |  | 2,875.3  |      |  |  | 3,506.1  |   |  |  |          |   |  |  |          |  
|Amortisation of Goodwill                                                                 |  |                    | 0.4   |   |            |  |      |            |  |  |      |   |  |      | 33.3     |   |      |  |         |      |  |  |         |   |  |  | 29.8     |   |  |  |         |  
|                                                                                         |  |                    |       |   |            |  |       |            |  | 
|Share in the US GAAP net income of companies
    of the Royal Dutch/Shell Group          |  |                    | 27.0  |   |            |  | 29.5  |            |  |  | 35.5  |   |  |      | 2,592.8  |   |      |  | 2,875.3  |      |  |  | 3,506.1  |   |  |  |          |   |  |  |          |  
|                                                                                        
|In accordance with US GAAP                                                               |  |                    | 27.0  |   |            |  | 29.5  |            |  |  | 35.5  |   |  |      | 2,593.6  |   |      |  | 2,877.0  |      |  |  | 3,507.0  |   |  |  | 15,472.2 |   |  |  | 16,398.2 |  
|                                                                                        

Under UK GAAP Shell Transport, as a parent
company with no subsidiaries, accounts for its share of earnings
in the Group on a dividend receivable basis in its profit and
loss account. Its investment in the Group is at a
Directors valuation based on 40% of the revised separate
Netherlands GAAP information presented by the Group, together
with 40% of the carrying value of Parent Companies shares
held by Group companies. This is not in accordance with US GAAP
which, in the circumstances of Shell Transport, would require
equity accounting.

The adjustment to net income and earnings per
share represents the impact on net income for Shell Transport if
the equity method of accounting was applied incorporating Shell
Transports share of net income of Group companies on a
US GAAP basis. This includes an adjustment to Shell
Transports share of net income of Group companies for the
amortisation of goodwill. Under US GAAP, commencing in
2002, goodwill is no longer amortised but instead tested for
impairment annually or when certain events occur that indicates
potential impairment. Under Netherlands GAAP, goodwill is
amortised on a straight-line basis over its estimated useful
economic life, which is assumed not to exceed 20 years unless
there are grounds to rebut this assumption.

The adjustment to net assets represents the
effect of adopting equity accounting, together with the
deduction of 40% of the carrying value of Parent Companies
shares as required by US GAAP.



The   Shell   Transport and Trading
Company, Public Limited Company S11




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20-F/A (Amendment No. 1) 2002




---



|                                                                                                                       |  |           |           |   |           |  |         |  
|---------------------------------------------------------------------------------------------------------------------- |  | --------- | --------- | - | --------- |  | ------- | -
|40% interest of Shell Transport in line items as derived from                                                          |  |           |           |  
|the Netherlands GAAP Group Financial Statements                                                                        |  | £ million |           |   | $ million | 
|                                                                                                                      
|Balance Sheet                                                                                                          |  |           |           |   |           |  |         |  
|2002:                                                                                                                  |  |           |           |   |           |  |         |  
|Current assets                                                                                                         |  |           | 10,358.8  |   |           |  | 16,662  |  
|Non current assets                                                                                                     |  |           | 28,536.1  |   |           |  | 45,901  |  
|Current liabilities                                                                                                    |  |           | (13,727.4 | ) |           |  | (22,080 | )
|Non current liabilities                                                                                                |  |           | (9,276.0  | ) |           |  | (14,920 | )
|Minority interests in Group companies (40% of
    Group amount on page G42 translated at year end rate on
    page S8) |  |           | (890.7    | ) |           |  | (1,433  | )
|                                                                                                                       |  |          
|Shell Transport share of Group net assets
    (pages S8-GBP & G48-$)                                                   |  |           | 15,000.8  |   |           |  | 24,130  |  
|Add 40% interest of Parent Company shares held by
    the Group (S8)                                                   |  |           | 695.6     |   |           |  |         |  
|                                                                                                                       |  |          
|Shell Transport investment in the Group
    (Pages S2 and S8)                                                          |  |           | 15,696.4  |   |           |  |         |  
|Other assets and liabilities of Shell Transport                                                                        |  |           | 441.6     |   |           |  |         |  
|                                                                                                                       |  |          
|Net Assets                                                                                                             |  |           | 16,138.0  |   |           |  |         |  
|                                                                                                                      
|2001:                                                                                                                  |  |           |           |   |           |  |         |  
|Current assets                                                                                                         |  |           | 8,474.3   |   |           |  | 12,287  |  
|Non current assets                                                                                                     |  |           | 22,942.5  |   |           |  | 33,266  |  
|Current liabilities                                                                                                    |  |           | (9,232.9  | ) |           |  | (13,387 | )
|Non current liabilities                                                                                                |  |           | (5,709.3  | ) |           |  | (8,278  | )
|Minority interests in Group companies (40% of
    Group amount on page G42 translated at year end rate on
    page S8) |  |           | (958.6    | ) |           |  | (1,390  | )
|                                                                                                                       |  |          
|Shell Transport share of Group net assets
    (pages S8-GBP & G48-$)                                                   |  |           | 15,516.0  |   |           |  | 22,498  |  
|Add 40% interest of Parent Company shares held by
    the Group (S8)                                                   |  |           | 538.7     |   |           |  |         |  
|                                                                                                                       |  |          
|Shell Transport investment in the Group
    (Pages S2 and S8)                                                          |  |           | 16,054.7  |   |           |  |         |  
|Other assets and liabilities of Shell Transport                                                                        |  |           | 882.2     |   |           |  |         |  
|                                                                                                                       |  |          
|Net Assets                                                                                                             |  |           | 16,936.9  |   |           |  |         |  
|                                                                                                                      
|Profit and Loss account                                                                                                |  |           |           |   |           |  |         |  
|2002:                                                                                                                  |  |           |           |   |           |  |         |  
|Sales proceeds                                                                                                         |  |           | 62,769.9  |   |           |  | 94,193  |  
|Operating profit                                                                                                       |  |           | 4,853.0   |   |           |  | 7,282   |  
|Net income for the year                                                                                                |  |           | 2,559.5   |   |           |  | 3,841   |  
|Distribution for the year                                                                                              |  |           | 1,403.2   |   |           |  | 2,174   |  
|                                                                                                                      
|2001:                                                                                                                  |  |           |           |   |           |  |         |  
|Sales proceeds                                                                                                         |  |           | 49,227.6  |   |           |  | 70,880  |  
|Operating profit                                                                                                       |  |           | 5,330.3   |   |           |  | 7,675   |  
|Net income for the year                                                                                                |  |           | 2,875.3   |   |           |  | 4,140   |  
|Distribution for the year                                                                                              |  |           | 2,545.6   |   |           |  | 3,665   |  
|                                                                                                                      
|2000:                                                                                                                  |  |           |           |   |           |  |         |  
|Sales proceeds                                                                                                         |  |           | 52,163.1  |   |           |  | 76,567  |  
|Operating profit                                                                                                       |  |           | 6,740.0   |   |           |  | 9,893   |  
|Net income for the year                                                                                                |  |           | 3,506.1   |   |           |  | 5,146   |  
|Distribution for the year                                                                                              |  |           | 2,307.4   |   |           |  | 3,432   |  
|                                                                                                                      

13 Subsequent events

Subsequent to the year ended December 31,
2002, in connection with the recategorisation of certain
hydrocarbon reserves announced on January 9, 2004, a number
of shareholder class action complaints were filed in the United
States District Court of New Jersey, the United States
Securities and Exchange Commission has issued a formal order of
private investigation, the United States Department of Justice
has commenced a criminal investigation, the UK Financial
Services Authority has served formal notice of investigation
under the Financial Services and Markets Act 2000 and Euronext
Amsterdam and the Dutch Authority Financial Markets are
investigating the issues related to the reserves
recategorisation. Shell Transport is unable to estimate the
range of possible losses from such matters and does not believe
their resolution will have a material impact on Shell
Transports financial condition although they could have a
significant effect on periodic results.



S12 The
 Shell   Transport and Trading Company, Public
Limited Company




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Remuneration Report




---



The Board presents its report on Directors
remuneration for the year ended December 31, 2002.

This report deals with the remuneration policy as
it applies and will apply to Group Managing Directors, including
those who are also Managing Directors of Shell Transport, and to
the non-executive Directors of Shell Transport. The remuneration
policy is subject to regular review. This report also contains
the disclosure of the individual remuneration of the Directors
of Shell Transport.

Remuneration and Succession Review
Committee

The Remuneration and Succession Review Committee
(REMCO) is a joint committee of the Board of Shell Transport and
the Supervisory Board of Royal Dutch (see page 85) and
has responsibility for making recommendations on all forms of
remuneration with respect to Group Managing Directors.


During the year under review, the REMCO members
appointed by the Board of Shell Transport were Nina Henderson,
Sir Peter Job and Sir Mark Moody-Stuart, and the members
appointed by the Supervisory Board of Royal Dutch were Jonkheer
Aarnout Loudon, Professor Joachim Milberg, Henny de Ruiter
(appointed July 1, 2002) and Lodewijk van Wachem (retired
June 30, 2002). The Chairman of the Committee is currently
Jonkheer Aarnout Loudon.

The remuneration of the non-executive Directors
of Shell Transport is, in accordance with the Articles of
Association, the responsibility of the Board of Shell Transport
as a whole and is determined within the limits set by
shareholders.

Remuneration policy

Group Managing Directors
Remuneration


Philosophy


The objective of the remuneration philosophy is
to attract and retain high calibre individuals and motivate them
towards the achievement of exceptional performance that enhances
the value of the Group. The remuneration structures for Group
Managing Directors are therefore designed to support alignment
of Group Managing Directors interests with the goals of
the Group and its various businesses and with shareholders
interests.


Competitive framework

Remuneration levels are set by reference to the
practice of global companies of comparable size, complexity and
international scope to that of the Group. Among such companies
there is an increasing emphasis on performance-linked variable
short and long-term pay. Consistent with this and the philosophy
outlined above, for on-target performance more than half of a
Group Managing Directors total remuneration will be
performance-linked. This proportion is expected to increase in
line with market practice.


REMCO is provided with market data on the basis
of which it annually reviews remuneration levels and the
proportions between fixed and variable pay.

Base salary and fees

The purpose of base salary (which is inclusive of
Directors fees) is to provide an element of fixed
remuneration set at a competitive level that is appropriate to
the scope and complexity of the role of a Group Managing
Director.


Salary levels are set by reference to
market-based salary scales that reflect the collegiate nature of
the Committee of Managing Directors. The scales were increased
by 6% with effect from July 1, 2002. The salary scales are
reviewed annually by REMCO and will be adjusted in line with
market practice with effect from July 1, 2003. Progression
of an individual Group Managing Directors salary to the
target position is usually over a three-year period from
appointment.

Annual and deferred bonus

The purpose of the annual bonus plan is to
motivate Group Managing Directors to achieve annual results that
further the Groups long-term objectives.


The target level of bonus for the year 2002 was
100% of base salary (2001 was 65% of base salary). The target
for 2003 will be 100% of base salary.

Bonus awards are recommended by REMCO based on
the extent of achievement of challenging Group targets that are
set as part of the annual Group business plan. These targets
encompass financial, customer, people, sustainable development
and other operational objectives. For 2002, financial targets
related to Total Shareholder Return (TSR) measured annually by
the average weighted share price performance plus dividends of
Shell Transport and Royal Dutch relative to other major
integrated oil companies and Return on Average Capital Employed
(ROACE). Having regard to the Groups performance against
all targets, REMCO has recommended that the bonus payable to
Group Managing Directors in respect of the year 2002 is 115% of
base salary. The same approach will be adopted in 2003.



The   Shell   Transport and Trading
Company, Public Limited Company S13




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20-F/A (Amendment No. 1) 2002




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Since 2001, Group Managing Directors have been
able to elect to defer up to one-third of their annual bonus
into shares, in the case of Managing Directors of the Company,
Shell Transport shares. The deferred bonus shares, together with
shares equivalent to the value of dividends payable on the
deferred bonus shares, are released three years after deferral.
Provided the participants remain in Group employment for three
years following the deferral, or reach normal retirement within
the three-year period, they will also receive one additional
share for every two shares accumulated.

The purposes of the deferred bonus plan are to
reward performance over a single financial year, to align Group
Managing Directors interests with shareholders
interests during the deferment period and to encourage share
ownership in the Company. There is accordingly no further
performance test beyond that governing performance in the
relevant bonus year.

Neither annual nor deferred bonuses are
pensionable.

Long-term incentives

The objective of long-term incentive arrangements
is to ensure that Group Managing Directors share the interests
of shareholders by being rewarded for share price growth, the
creation of shareholder value and the achievement of superior
relative shareholder returns. The policy in relation to
long-term incentives applies to each of the Group Managing
Directors.


Long-term incentives are currently awarded in the
form of stock options. Options are granted once a year under the
Group Stock Option plan which applies to Group Managing
Directors and senior staff.

Options granted before 2003 to Group Managing
Directors may vest three years after grant and remain
exercisable until ten years after grant. Of the options granted,
50% are subject to performance conditions and the proportion of
such 50% which will either vest and become unconditional or
lapse, will be determined for Group Managing Directors at the
discretion of REMCO using the criteria below.

REMCO will only exercise its discretion in favour
of vesting to the extent that it is satisfied that the
performance of the Group over the three-year vesting period
reflects the objective for long-term incentives. Accordingly,
when making its decision, REMCO takes into account a combination
of TSR over the three-year vesting period (measured by the
average weighted share price performance plus dividends of Shell
Transport and Royal Dutch over the ten-day period at the
beginning and end of the vesting period) relative to a peer
group of other major integrated oil companies and other
long-term indicators of Group performance.

The latest tranche of stock options to vest was
granted in March 2000 and the stock options vested in March
2003. The measurement period for the options was January 1,
2000 to December 31, 2002. The peer companies were BP,
ChevronTexaco, ExxonMobil and Total. The Royal Dutch/ Shell
Group of Companies ranked fourth. REMCO considered other
performance indicators including profits over the three years
and ROACE relative to the peer group.

Having considered all of these factors REMCO
determined that 50% of the options granted in March 2000 that
were subject to its discretion should vest.

Options granted in 2003, and in subsequent years,
will be 100% performance linked. Performance will be measured
over the three financial years prior to grant. The policy, which
will continue in future years, is that the levels of grant will
vary according to the ratings given by REMCO to the Groups
achievements against financial targets and will reflect
competitive market practice. The current financial targets are
TSR relative to the other major integrated oil companies and
ROACE. These financial targets have been chosen as they are
consistent with the objective for long-term incentives and
represent a balanced test of the Groups internal operating
efficiency and external performance.

In addition, it is proposed to introduce a new
Long-term Incentive Plan (the Plan). This proposal will be put
to shareholders at the 2003 Annual General Meetings of Shell
Transport and Royal Dutch.

Group Managing Directors and other selected
senior executives will be eligible to participate in the Plan.
Group Managing Directors will be selected for participation on
the recommendation of REMCO. Participants will be made a
conditional award of shares in either Shell Transport or Royal
Dutch. The receipt of shares comprised in the award will be
conditional on the participant remaining in employment (subject
to certain exceptions, including normal retirement) and on the
satisfaction of performance targets over the performance period.
The performance period will not be less than three consecutive
financial years. In the case of Group Managing Directors, REMCO
will make recommendations on the number of shares which may be
conditionally awarded in any year. Awards in any one year can
range from zero to two times base salary, but the maximum number
of shares will only be received for exceptional performance as
described below.

If the adoption of the Plan is approved, the
performance targets will be linked to TSR (the average weighted
share price performance plus dividends of Shell Transport and
Royal Dutch) relative to two separate groups of comparator
companies, over a performance period of three financial years.
Two separate comparator groups have been chosen because REMCO
considers that it is appropriate to test performance both
against major home markets and industry competitors. Relative
TSR has been chosen as



S14 The
 Shell   Transport and Trading Company, Public
Limited Company




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---



the performance test that most closely aligns the
interests of Group Managing Directors and senior executives with
those of shareholders.


The first comparator group will consist of the
largest twenty companies (by way of market capitalisation) in
the FTSE 100 share index together with the ten largest companies
(also by way of market capitalisation) in the AEX index, in each
case, at the beginning of the relevant performance period. As at
January 1, 2003, the first comparator group, in addition to
Shell Transport and Royal Dutch, was FTSE: Anglo American,
AstraZeneca, Aviva, Barclays, BG Group, BP, British American
Tobacco, BT Group, Diageo, GlaxoSmithKline, HBOS, HSBC Holdings,
Lloyds TSB Group, National Grid Transco, Rio Tinto, The Royal
Bank of Scotland, Tesco, Unilever PLC and Vodafone Group and
AEX: ABN AMRO, AEGON, Ahold, Akzo Nobel, Heineken, ING Group,
KPN, Philips and Unilever N.V. In the case of Shell Transport
and Royal Dutch, and Unilever PLC and Unilever N.V., the
weighted average TSR of the two companies will be used.

The second comparator group will be the five
major integrated oil companies, which, as at January 1,
2003, were BP, ChevronTexaco, ExxonMobil, the Royal Dutch/ Shell
Group of Companies and Total.

Half of each conditional award will be tested
against the first comparator group and half against the second
comparator group. If shareholders approve the adoption of the
Plan, the comparator groups described above will be used for the
first performance period which will be from January 1, 2003
to December 31, 2005.

For the first comparator group, 100% of the
shares tested against that group will be received for 75th
percentile and above performance and 25% will be received for
median performance with a straight-line calculation between
these two points. No shares will be received for performance
below the median. This method of calculation has been chosen
because it is consistent both with shareholders
expectations and market practice.

For the second comparator group, 100% of the
shares tested against that group will be received if the Royal
Dutch/ Shell Group of Companies is in first place, 75% for
second place and 50% for third place. No shares will be received
for fourth or fifth place.

All-employee Share Schemes

Group Managing Directors who are Directors of the
Company are, in common with other UK employees, eligible to
participate in the Shell Sharesave Scheme and the Shell
All-employee Share Ownership Plan. However, they are not
eligible to participate in the Global Employee Share Purchase
Plan.


Pensions

For Shell Transport Managing Directors
pensions the principal sources are the Shell Contributory
Pension Fund (for service in the UK) and the Shell Overseas
Contributory Pension Fund (for previous service overseas). Both
Funds are defined benefit plans to which Managing Directors
contribute 4% of relevant earnings. The latest date on which
Managing Directors retire is June 30, following their 60th
birthday, and the maximum pension is two-thirds of their final
remuneration, excluding bonuses. There are also provisions, as
for all members of the above Funds, for a dependant benefit of
60% of actual or prospective pension, and a lump sum
death-in-service payment of three times annual salary. During
2002 two Managing Directors accrued retirement benefits under
defined benefit plans (2001: three; 2000: three). No Managing
Director has accrued benefits under a money purchase benefit
scheme. Salaries/fees payable to Managing Directors, totalling
£1,214,000 in 2002, £1,328,500 in 2001,
£1,514,500 in 2000 count for pension purposes in the Shell
Contributory Pension Fund.


The payment of employers contributions to
the Shell Contributory Pension Fund, which is open to United
Kingdom employees of the member companies, has upon actuarial
advice been suspended since January 1, 1990. Managing
Directors accrued pension benefits during the year are as
detailed in the table on page S18. The transfer values are
calculated using the cash equivalent transfer value method in
accordance with Actuarial Guidance Note GN11.

Advisors

In reaching its decisions on Group Managing
Directors remuneration, REMCO was materially assisted by
advice from John Hofmeister (Group Human Resources Director) and
Michael Reiff (Group Head of Remuneration and Benefits).


External data are collated by internal sources
and used in the preparation of internal briefing papers that
REMCO considers, in common with other factors, when making its
decisions. Accordingly, there is no single external source that
provides material advice or services, nor is there a formal
external advisor appointed by REMCO. At its discretion, REMCO
may seek external advice on its own account and, in the year
under review, it received such advice from Towers Perrin, which
also provided companies within the Group with advice on
pensions, compensation, communication and HR management.



The   Shell   Transport and Trading
Company, Public Limited Company S15




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---



Directors Contracts of Service

No Director has or, during the financial year
had, a contract of service with Shell Transport. The Managing
Directors of Shell Transport have employment contracts with one
of the Group holding or service companies that provide
entitlement to notice in line with the standard policy
applicable to other senior staff in the United
Kingdom  three months. Similarly, such contracts
expire on the latest expected date of retirement which, in the
case of the Managing Directors, is June 30 following their
60th birthday (as at December 2002, Sir Philip Watts was aged 57
and Paul Skinner 58). There are no predetermined termination
compensation arrangements in place for Directors of Shell
Transport and no payments on termination were made to retiring
or past Directors during the year under review.


Sir Philip Watts and Paul Skinners
current employment contracts are effective from July 1,
2002 and January 1, 2000 respectively.*

Non-executive Directors Fees

In accordance with the Articles of Association,
the remuneration of Directors of the Company is determined by
the Board within a limit set by shareholders. All Directors are
entitled to an annual fee (currently £50,000) with
additional fees for acting as Chairman of the Board or of a
Joint Committee. An additional fee is payable to any Director
who undertakes intercontinental travel to attend a meeting.


The fees for non-executive Directors are reviewed
from time to time and were last adjusted from July 1, 2002
after approval at the 2002 Annual General Meeting of an increase
in the maximum sum available. There are no current proposals to
increase fees in 2003.

Performance graph

The following graph compares, on the basis
required by the Directors Remuneration Report
Regulations 2002, the TSR of Shell Transport and that of
the companies comprising the FTSE 100 share index over the
five-year period from 1998 to 2002. The Board regards the FTSE
100 share index as an appropriate broad market equity index for
comparison as it is the leading market index in Shell
Transports home market.


Five-year historical TSR Performance



|                                                                                                                                      | 
|------------------------------------------------------------------------------------------------------------------------------------- | 
|Growth in the value of a hypothetical £100
    holding over five years FTSE 100 comparison based on
    30 Trading Day Average values | 

(GRAPH)



|  |                                                                                                                                                                                                                                                                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | On March 3, 2004, Sir Philip Watts stepped
    down as Chairman of the Board of Shell Transport and as Managing
    Director, by mutual consent. At that time Malcom Brinded stepped
    down from the Board of Management of Royal Dutch and was
    appointed a Director and Managing Director of Shell Transport
    and Lord Oxburgh was appointed interim non-excutive chairman of
    Shell Transport.



S16 The
 Shell   Transport and Trading Company, Public
Limited Company




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---



Remuneration of the Directors

|                                              |  |      |           |   |      |  |           |      |  |  |           | 
|--------------------------------------------- |  | ---- | --------- | - | ---- |  | --------- | ---- |  |  | --------- | 
|                                             
|Emoluments of Directors in office during 2002 |  | £    |          
|                                             
|                                              | 
|                                              |  | 2002 |           |   | 2001 |  |           | 2000 | 
|                                             
|                                              | 
|Sir Philip Watts:                             |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries and fees                             |  |      | 745,969   |   |      |  | 607,398   |      |  |  | 496,302   | 
|Car benefita                                  |  |      | 21,922    |   |      |  | 20,089    |      |  |  | 17,323    | 
|Other benefits                                |  |      |          |   |      |  |          |      |  |  |          | 
|Performance-related elementb                  |  |      | 874,000   | c |      |  | 455,000 c |      |  |  | 225,000   | 
|Deferred bonus plan adjustmentd               |  |      | 152,069   |   |      |  | 75,834    |      |  |  |          | 
|                                             
|                                              |  |      | 1,793,960 |   |      |  | 1,158,321 |      |  |  | 738,625   | 
|Realised share option gains                   |  |      | 8,238     |   |      |  | 508,167   |      |  |  | 134,400   | 
|                                             
|                                              |  |      | 1,802,198 |   |      |  | 1,666,488 |      |  |  | 873,025   | 
|                                             
|Paul Skinner:                                 |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries and fees                             |  |      | 553,830   |   |      |  | 504,703   |      |  |  | 458,802   | 
|Car benefita                                  |  |      | 13,181    |   |      |  | 14,924    |      |  |  | 14,965    | 
|Other benefits                                |  |      |          |   |      |  |          |      |  |  | 655       | 
|Performance-related elementb                  |  |      | 632,500   |   |      |  | 338,000   | c    |  |  | 213,750   | 
|Deferred bonus plan adjustmentd               |  |      | 4,756     |   |      |  | 56,334    |      |  |  |          | 
|                                             
|                                              |  |      | 1,204,267 |   |      |  | 913,961   |      |  |  | 688,172   | 
|Realised share option gains                   |  |      | 8,238     |   |      |  | 505,902   |      |  |  | 349,704   | 
|                                             
|                                              |  |      | 1,212,505 |   |      |  | 1,419,863 |      |  |  | 1,037,876 | 
|                                             
|Sir Mark Moody-Stuart:e                       |  |      |           |   |      |  |           |      |  |  |           | 
|Salaries and fees                             |  |      |          |   |      |  | 583,401   |      |  |  | 710,427   | 
|Directors fees                               |  |      | 39,375    |   |      |  |          |      |  |  |          | 
|Holding Company fees                          |  |      | 18,314    |   |      |  |          |      |  |  |          | 
|Performance-related elementb                  |  |      |          |   |      |  | 232,050   |      |  |  | 321,300   | 
|                                             
|                                              |  |      | 57,689    |   |      |  | 815,451   |      |  |  | 1,031,727 | 
|Realised share option gains                   |  |      |          |   |      |  | 639,360   |      |  |  | 892,440   | 
|                                             
|                                              |  |      | 57,689    |   |      |  | 1,454,811 |      |  |  | 1,924,167 | 
|                                             
|Teymour Alireza:Directors fees               |  |      | 45,375    |   |      |  | 28,750    |      |  |  | 28,750    | 
|                                             
|Sir Peter Burt:Directors fees                |  |      | 21,795    |   |      |  |          |      |  |  |          | 
|                                             
|Dr Eileen Buttle:Directors fees              |  |      | 39,375    |   |      |  | 31,875    |      |  |  | 30,625    | 
|                                             
|Luis Giusti:Directors fees                   |  |      | 45,375    |   |      |  | 26,875    |      |  |  | 7,500     | 
|                                             
|Nina Henderson:Directors fees                |  |      | 45,375    |   |      |  | 17,516    |      |  |  |          | 
|                                             
|Sir Peter Job:Directors fees                 |  |      | 39,375    |   |      |  | 11,042    |      |  |  |          | 
|                                             
|Sir John Kerr:Directors fees                 |  |      | 21,795    |   |      |  |          |      |  |  |          | 
|                                             
|Professor Robert ONeill:Directors fees      |  |      | 10,910    |   |      |  | 30,000    |      |  |  | 30,000    | 
|                                             
|Lord Oxburgh:Directors fees                  |  |      | 42,800    |   |      |  | 32,475    |      |  |  | 36,850    | 
|                                             
|Sir William Purves:Directors fees            |  |      | 11,612    |   |      |  | 34,333    |      |  |  | 34,333    | 
|                                             



|  |                                                                                                         | 
|- | ------------------------------------------------------------------------------------------------------- | 
|a | Car benefit is the Inland Revenue defined cash
    equivalent of the cost of company provided vehicles. | 
| 
|b | The performance-related element is included in
    the year to which it relates.                        | 



|  |                                                                    | 
|- | ------------------------------------------------------------------ | 
|c | Of which one-third was deferred under the
    Deferred Bonus Plan. | 



|  |                                                                                                                                                                                                                                                                                                                                                             | 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|d | These amounts are the increases accruing during
    the year in respect of entitlements under the Deferred Bonus
    Plan in respect of additional shares that will be granted
    (provided the participant remains in Group employment for three
    years following initial deferral or reaches normal retirement
    age within the three-year period). | 
| 
|e | Sir Mark Moody-Stuart retired as Chairman and
    Managing Director on June 30, 2001. His remuneration in
    2001 included a full service bonus of £198,000.
    A bonus under this arrangement is paid on retirement to all UK
    employees with qualifying service.                                                                                   | 



The   Shell   Transport and Trading
Company, Public Limited Company S17




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20-F/A (Amendment No. 1) 2002




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Pensions

|                                                                           |  |                      |          |  |              |  |          | 
|-------------------------------------------------------------------------- |  | -------------------- | -------- |  | ------------ |  | -------- | 
|                                                                           |  | Sir Philip Watts     |          |  | Paul Skinner | 
|                                                                           |  |                      |          | 
|                                                                          
|                                                                           | 
|Accrued pension                                                            |  | £ thousand per annum
|Pension accrued at 31.12.02                                                |  |                      | 479.69   |  |              |  | 404.86   | 
|Increase in accrued pension over year                                      |  |                      | 83.92    |  |              |  | 66.16    | 
|Increase in accrued pension over year (excluding
    inflation)            |  |                      | 72.30    |  |              |  | 56.20    | 
|                                                                          
|Transfer values of accrued benefits                                        |  | £ thousand          
|At 31.12.01                                                                |  |                      | 6,411.60 |  |              |  | 5,410.40 | 
|At 31.12.02                                                                |  |                      | 7,913.00 |  |              |  | 6,586.50 | 
|Increase over year less Directors
    contributions                       |  |                      | 1,476.80 |  |              |  | 1,176.10 | 
|Increase over year (excluding inflation) less
    Directors contributions |  |                      | 1,167.60 |  |              |  | 914.20   | 
|                                                                          



|                                                                                              | 
|--------------------------------------------------------------------------------------------- | 
|The transfer values have been calculated in
    accordance with Actuarial Guidance Note GN11. | 

Share options

|                                           |         |             |          |  |         |          |  |  |          |   |  |          |         |  |             |  |      |             |  |  |          |  |  |  |          | 
|------------------------------------------ | ------- | ----------- | -------- |  | ------- | -------- |  |  | -------- | - |  | -------- | ------- |  | ----------- |  | ---- | ----------- |  |  | -------- |  |  |  | -------- | 
|                                          
|Number of 25p Ordinary shares under option |        
|                                          
|                                           |        
|                                           |         | Exercised   |          |  |        
|                                           |         | (cancelled/ |          |  |        
|                                           |         | Granted     |          |  | lapsed) |          |  | 
|At                                         |         |             | during   |  |         | during   |  |  | At       |   |  | Exercise |         |  | Exercisable |  |      | Exercisable | 
|1.1.02                                     |         |             | the year |  |         | the year |  |  | 31.12.02 |   |  | price    |         |  | from date   |  |      | to date     | 
|                                          
|                                           |        
|Sir Philip Watts                           |         |             |          |  |         |          |  |  |          |   |  |         
|                                           | 272,000 |             |          |  |        |          |  |  | (272,000 | ) |  |          |        |  |             |  | 439p |             |  |  | 11.12.97 |  |  |  | 10.12.02 | 
|                                           | 308,750 |             |          |  |        |          |  |  |         |   |  |          | 308,750 |  |             |  | 363p |             |  |  | 22.12.01 |  |  |  | 21.12.08 | 
|                                           | 341,000 |             |          |  |        |          |  |  |         |   |  |          | 341,000 |  |             |  | 505p |             |  |  | 23.03.03 |  |  |  | 22.03.10 | 
|                                           | 465,000 |             |          |  |        |          |  |  |         |   |  |          | 465,000 |  |             |  | 552p |             |  |  | 26.03.04 |  |  |  | 25.03.11 | 
|                                           | 5,214   | a           |          |  |        |          |  |  | 5,214    | b |  |          |        |  |             |  | 330p |             |  |  | 01.02.02 |  |  |  | 31.07.02 | 
|                                           |        |             |          |  | 3,251   | a        |  |  |         |   |  |          | 3,251   |  |             |  | 509p |             |  |  | 01.02.07 |  |  |  | 31.07.07 | 
|                                           |        |             |          |  | 885,000 |          |  |  |         |   |  |          | 885,000 |  |             |  | 523p |             |  |  | 21.03.05 |  |  |  | 20.03.12 | 
|                                          
|Paul Skinner                               |         |             |          |  |         |          |  |  |          |   |  |         
|                                           | 139,200 |             |          |  |        |          |  |  |         |   |  |          | 139,200 |  |             |  | 439p |             |  |  | 11.12.00 |  |  |  | 10.12.07 | 
|                                           | 194,700 |             |          |  |        |          |  |  |         |   |  |          | 194,700 |  |             |  | 363p |             |  |  | 22.12.01 |  |  |  | 21.12.08 | 
|                                           | 341,000 |             |          |  |        |          |  |  |         |   |  |          | 341,000 |  |             |  | 505p |             |  |  | 23.03.03 |  |  |  | 22.03.10 | 
|                                           | 465,000 |             |          |  |        |          |  |  |         |   |  |          | 465,000 |  |             |  | 552p |             |  |  | 26.03.04 |  |  |  | 25.03.11 | 
|                                           | 5,214   | a           |          |  |        |          |  |  | 5,214    | b |  |          |        |  |             |  | 330p |             |  |  | 01.02.02 |  |  |  | 31.07.02 | 
|                                           |        |             |          |  | 3,251   | a        |  |  |         |   |  |          | 3,251   |  |             |  | 509p |             |  |  | 01.02.07 |  |  |  | 31.07.07 | 
|                                           |        |             |          |  | 660,000 |          |  |  |         |   |  |          | 660,000 |  |             |  | 523p |             |  |  | 21.03.05 |  |  |  | 20.03.12 | 
|                                          
|Sir Mark Moody-Stuart                      |         |             |          |  |         |          |  |  |          |   |  |         
|                                           | 387,000 |             |          |  |        |          |  |  | (387,000 | ) |  |          |        |  |             |  | 439p |             |  |  | 11.12.97 |  |  |  | 10.12.02 | 
|                                           | 440,800 |             |          |  |        |          |  |  |         |   |  |          | 440,800 |  |             |  | 363p |             |  |  | 22.12.01 |  |  |  | 30.06.06 | 
|                                           | 487,000 |             |          |  |        |          |  |  |         |   |  |          | 487,000 |  |             |  | 505p |             |  |  | 23.03.03 |  |  |  | 30.06.06 | 
|                                          



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | All the options listed above relate to Shell
    Transport Ordinary shares. All options are exercisable at market
    price (no discount) at grant. The options with an expiry up to
    and including 2002 were exercisable from grant except for the
    Shell Sharesave Scheme (see footnote a). The remaining options
    were granted for 10 years and are not exercisable within
    three years of grant; 50% of those options are subject to a
    performance condition with the exception of those granted prior
    to appointment as a Director of the Company. Upon vesting in
    2003, of the performance-related options granted in 2000, 50%
    became unconditional. | 
|
| | The price range of the Ordinary shares during the
    year was 361p to 543p.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|
| | There were no other changes in the above
    interests in options during the period from December 31,
    2002 to March 4, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 



|  |                                                                                                     | 
|- | --------------------------------------------------------------------------------------------------- | 
|a | These options are held under the Shell Sharesave
    Scheme of The Shell Petroleum Company Limited. | 
| 
|b | The only options exercised in 2002: the market
    price at exercise was 488p.                      | 

Signed on behalf of the Board

Jyoti Munsiff ,
Secretary


March 6, 2003




S18 The
 Shell   Transport and Trading Company, Public
Limited Company




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20-F/A (Amendment No. 1) 2002




---





---



Group Share Plans




---



Set out below is a summary of the principal
employee share schemes operated by Group companies*. The shares
subject to the plans are existing issued shares of Royal Dutch
or Shell Transport and no dilution of shareholders equity
is involved. Shares to be delivered by a Group company under
these plans are generally bought in the market at the time the
commitment thereto is being made.

Group Stock Option Plans

Under these plans, eligible employees are granted
options over shares of Royal Dutch or Shell Transport. The price
at which the shares can be bought (the exercise price) will not
be less than the fair market value of the shares at the date the
options were granted. This is calculated as the average of the
stock exchange opening and closing prices over the five business
days ending on the date of grant, except for the USA where the
grant price is the average of the stock exchange opening and
closing prices on the date of grant.


Options are exercisable three years from grant.
Options lapse ten years after grant or, if earlier, on
resignation from Group employment (subject to certain
exceptions). For Group Managing Directors and the most senior
executives, a proportion of the options granted is subject to
performance conditions.

For Group Managing Directors and the most senior
executives 100% of options granted in 2003 and in subsequent
years will be subject to performance conditions.

Restricted Stock Plan

Grants are made under this plan on a highly
selective basis for recruitment and retention of senior staff. A
maximum of 250,000 Royal Dutch shares (or equivalent value in
Shell Transport shares) can be granted under the plan in any
year. Shares are granted subject to a three-year restriction
period. The shares, together with additional shares equivalent
to the value of the dividends payable over the restriction
period, are released to the individual at the end of the
three-year period, provided that the individual has remained in
employment. Group Managing Directors are not eligible to
participate in the Restricted Stock Plan.


Global Employee Share Purchase Plan

This broad-based plan enables employees to make
contributions, which are applied quarterly to purchase Royal
Dutch or Shell Transport shares at current market value. If the
acquired shares are retained in the Plan until the end of the
twelve-month cycle the employee receives an additional 15% share
match. In the USA a variant of this plan is operated where
contributions are applied to buy Royal Dutch shares at the end
of the twelve-month cycle. The purchase price is the lower of
the market price on the first or last trading day of the cycle
reduced by 15%. Group Managing Directors are not eligible to
participate in the Global Employee Share Purchase Plan.


Shell Sharesave Scheme

In lieu of the Global Employee Share Purchase
Plan employees in the UK continue to participate in the Shell
Sharesave Scheme. Options are granted over shares of Shell
Transport at prices not less than market value on a date not
more than 30 days before grant and are normally exercisable
after a three-year or five-year contractual savings period.


Shell All-employee Share Purchase
Plan

Employees in the UK may now participate in the
Shell All-employee Share Purchase Plan which is designed to
encourage employee participation in their company. Employees
invest amounts up to a maximum £125 per month in Shell
Transport shares at the current market value using funds
deducted from their monthly salary. The contributions are not
liable to income tax, but to maintain the tax benefit, the
shares must be held in the Plan for a defined period (normally
five years).




|  |                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Details of the number of shares held by Group
    companies in connection with the above plans are shown in
    Note 22 of the Group Financial Statements on pages G29
    to G31.



The   Shell   Transport and Trading
Company, Public Limited Company S19




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---



Royal Dutch/ Shell Group of
Companies


Report of Independent Public
Accountants




---





We have audited the Financial Statements
appearing on pages G2 to G40 of the Royal Dutch/ Shell Group of
Companies for the years 2002, 2001 and 2000. The preparation of
Financial Statements is the responsibility of management. Our
responsibility is to express an opinion on the Financial
Statements based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the Financial Statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Financial Statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management in the preparation of
the Financial Statements, as well as evaluating the overall
Financial Statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the Financial Statements referred
to above present fairly, in all material respects, the financial
position of the Royal Dutch/ Shell Group of Companies at
December 31, 2002 and 2001 and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 2002 in accordance with generally
accepted accounting principles in the United States.

As discussed in Note 2 (Restatement of
Previously Issued Financial Statements), the Group has restated
its Financial Statements for the three years ended
December 31, 2002 to correct for inappropriate departures
from US GAAP.

As discussed in Note 2, the Group has
restated its Financial Statements for the three years ended
December 31, 2002 to change its method of accounting for
certain inventories in North America from the last-in first-out
method to the first-in first-out method.

/s/ KPMG Accountants N.V.




KPMG Accountants N.V., The Hague


Independent public accountants


/s/ PricewaterhouseCoopers LLP




PricewaterhouseCoopers LLP, London


Registered independent public accountants


March 5, 2003, except for Note 2
(Restatement of Previously Issued Financial Statements), which
is as of May 22, 2004.



Royal Dutch/Shell Group of
Companies      G1




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20-F/A (Amendment No. 1) 2002




---





---



Financial Statements




---



|                                                  |  |           |   |  |      |  |         |      |  |  |         |   |  |  |         |  
|------------------------------------------------- |  | --------- | - |  | ---- |  | ------- | ---- |  |  | ------- | - |  |  | ------- | -
|                                                  |  |          
|Statement of Income (as restated)                 |  | $ million |  
|                                                 
|                                                 
|                                                  |  | Note      |   |  | 2002 |  |         | 2001 |  |  | 2000    |  
|                                                 
|                                                 
|Sales proceeds                                    |  |           |   |  |      |  | 235,482 |      |  |  | 177,201 |   |  |  | 191,418 |  
|Sales taxes, excise duties and similar levies     |  |           |   |  |      |  | 56,167  |      |  |  | 42,070  |   |  |  | 42,365  |  
|                                                 
|Net proceeds                                      |  |           |   |  |      |  | 179,315 |      |  |  | 135,131 |   |  |  | 149,053 |  
|Cost of sales                                     |  |           |   |  |      |  | 150,711 |      |  |  | 108,151 |   |  |  | 118,163 |  
|                                                 
|Gross profit                                      |  |           |   |  |      |  | 28,604  |      |  |  | 26,980  |   |  |  | 30,890  |  
|Selling and distribution expenses                 |  |           |   |  |      |  | 9,954   |      |  |  | 7,898   |   |  |  | 7,896   |  
|Administrative expenses                           |  |           |   |  |      |  | 1,601   |      |  |  | 1,244   |   |  |  | 1,137   |  
|Exploration                                       |  |           |   |  |      |  | 1,073   |      |  |  | 910     |   |  |  | 836     |  
|Research and development                          |  |           |   |  |      |  | 472     |      |  |  | 387     |   |  |  | 389     |  
|                                                 
|Operating profit of Group companies               |  |           |   |  |      |  | 15,504  |      |  |  | 16,541  |   |  |  | 20,632  |  
|Share of operating profit of associated companies |  |           | 6 |  |      |  | 2,822   |      |  |  | 2,646   |   |  |  | 4,101   |  
|                                                 
|Operating profit                                  |  |           |   |  |      |  | 18,326  |      |  |  | 19,187  |   |  |  | 24,733  |  
|Interest and other income                         |  |           | 7 |  |      |  | 758     |      |  |  | 1,059   |   |  |  | 974     |  
|Interest expense                                  |  |           | 8 |  |      |  | 1,364   |      |  |  | 1,133   |   |  |  | 1,324   |  
|Currency exchange gains/(losses)                  |  |           |   |  |      |  | (23     | )    |  |  | (30     | ) |  |  | (114    | )
|                                                 
|Income before taxation                            |  |           |   |  |      |  | 17,697  |      |  |  | 19,083  |   |  |  | 24,269  |  
|Taxation                                          |  |           | 9 |  |      |  | 7,796   |      |  |  | 8,404   |   |  |  | 11,349  |  
|                                                 
|Income after taxation                             |  |           |   |  |      |  | 9,901   |      |  |  | 10,679  |   |  |  | 12,920  |  
|Income applicable to minority interests           |  |           |   |  |      |  | 179     |      |  |  | 329     |   |  |  | 54      |  
|                                                 
|Net income                                        |  |           |   |  |      |  | 9,722   |      |  |  | 10,350  |   |  |  | 12,866  |  
|                                                 

|                                                                                     |                                               |           |        |    |      |  |        |        |   |  |        |        |   |  |        |        |  
|------------------------------------------------------------------------------------ | --------------------------------------------- | --------- | ------ | -- | ---- |  | ------ | ------ | - |  | ------ | ------ | - |  | ------ | ------ | -
|                                                                                     |                                               |          
|Statement of Comprehensive Income and Parent Companies Interest in Group Net Assets |                                               |          
|                                                                                     |                                               |          
|(as restated)                                                                        |                                               | $ million |       
|                                                                                    
|                                                                                    
|                                                                                     |                                               | Note      |        |    | 2002 |  |        | 2001   |   |  | 2000   |       
|                                                                                    
|                                                                                    
|Net income                                                                           |                                               |           | 29     |    |      |  | 9,722  |        |   |  | 10,350 |        |   |  | 12,866 |       
|Other comprehensive income, net of tax:                                              |                                               |           | 5      |    |      |  |        |        |   |  |        |        |   |  |        |       
|                                                                                     | currency translation differences              |           |        | 19 |      |  |        | 2,432  |   |  |        | (1,686 | ) |  |        | (2,711 | )
|                                                                                     | unrealised gains/(losses) on securities       |           |        |    |      |  |        | 25     |   |  |        | (143   | ) |  |        | (238   | )
|                                                                                     | unrealised gains/(losses) on cash flow hedges |           |        |    |      |  |        | (225   | ) |  |        | (14    | ) |  |        |        |  
|                                                                                     | minimum pension liability adjustments         |           |        |    |      |  |        | (1,475 | ) |  |        | (127   | ) |  |        | (70    | )
|                                                                                    
|Comprehensive income                                                                 |                                               |           |        |    |      |  | 10,479 |        |   |  | 8,380  |        |   |  | 9,847  |       
|Distributions to Parent Companies                                                    |                                               |           | 29     |    |      |  | (5,435 | )      |   |  | (9,163 | )      |   |  | (8,579 | )     
|Increase in Parent Companies shares held,
    net of dividends received             |                                               |           | 22     |    |      |  | (844   | )      |   |  | (642   | )      |   |  | (200   | )     
|Parent Companies interest in Group net
    assets at January 1                      |                                               |           |        |    |      |  | 56,244 |        |   |  | 57,669 |        |   |  | 56,601 |       
|                                                                                    
|Parent Companies interest in Group net
    assets at December 31                    |                                               |           | 3,4,29 |    |      |  | 60,444 |        |   |  | 56,244 |        |   |  | 57,669 |       
|                                                                                    

The Notes on pages G5 to G40 are an integral
part of these statements.



G2 Royal
Dutch/ Shell Group of Companies




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20-F/A (Amendment No. 1) 2002




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|                                                           |                                          |                      |    |    |        |  |         |        |        |  |        |        |        | 
|---------------------------------------------------------- | ---------------------------------------- | -------------------- | -- | -- | ------ |  | ------- | ------ | ------ |  | ------ | ------ | ------ | 
|                                                           |                                          |                     
|Statement of Assets and Liabilities (as restated)          |                                          | $ million            |   
|                                                          
|                                                          
|                                                           |                                          | Dec 31               |    |    | Dec 31 | 
|                                                           |                                          | Note                 |    |    | 2002   |  |         | 2001   |       
|                                                          
|                                                          
|Fixed assets                                               |                                          |                      |    |    |        |  |         |        |        |  |        |       
|                                                           | Tangible assets                          |                      |    | 10 |        |  |         | 78,687 |        |  |        | 50,927 |       
|                                                           | Intangible assets                        |                      |    | 10 |        |  |         | 4,696  |        |  |        | 939    |       
|                                                           | Investments:                             |                      |    |    |        |  |         |        |        |  |        |        |       
|                                                           |                                          | associated companies |    |    | 6      |  |         |        | 17,948 |  |        |        | 18,332 | 
|                                                           |                                          | securities           |    |    | 14     |  |         |        | 1,719  |  |        |        | 1,914  | 
|                                                           |                                          | other                |    |    |        |  |         |        | 1,420  |  |        |        | 1,108  | 
|                                                          
|Total fixed assets                                         |                                          |                      |    |    |        |  | 104,470 |        |        |  | 73,220 |       
|                                                          
|Other long-term assets                                     |                                          |                      | 11 |    |        |  | 7,333   |        |        |  | 7,716  |       
|                                                          
|Current assets                                             |                                          |                      |    |    |        |  |         |        |        |  |        |       
|                                                           | Inventories                              |                      |    | 12 |        |  |         | 11,338 |        |  |        | 6,580  |       
|                                                           | Accounts receivable                      |                      |    | 13 |        |  |         | 28,761 |        |  |        | 17,467 |       
|                                                           | Cash and cash equivalents                |                      |    | 14 |        |  |         | 1,556  |        |  |        | 6,670  |       
|                                                          
|Total current assets                                       |                                          |                      |    |    |        |  | 41,655  |        |        |  | 30,717 |       
|                                                          
|Current liabilities:amounts due within one year            |                                          |                      |    |    |        |  |         |        |        |  |        |       
|                                                           | Short-term debt                          |                      |    | 15 |        |  |         | 12,874 |        |  |        | 3,988  |       
|                                                           | Accounts payable and accrued liabilities |                      |    | 17 |        |  |         | 32,189 |        |  |        | 18,884 |       
|                                                           | Taxes payable                            |                      |    | 9  |        |  |         | 4,985  |        |  |        | 4,494  |       
|                                                           | Dividends payable to Parent Companies    |                      |    |    |        |  |         | 5,153  |        |  |        | 6,101  |       
|                                                          
|Total current liabilities                                  |                                          |                      |    |    |        |  | 55,201  |        |        |  | 33,467 |       
|                                                          
|Net current assets/(liabilities)                           |                                          |                      |    |    |        |  | (13,546 | )      |        |  | (2,750 | )     
|                                                          
|Total assets less current
    liabilities                  |                                          |                      |    |    |        |  | 98,257  |        |        |  | 78,186 |       
|                                                          
|Long-term liabilities:amounts due after more than one year |                                          |                      |    |    |        |  |         |        |        |  |        |       
|                                                           | Long-term debt                           |                      |    | 15 |        |  |         | 6,817  |        |  |        | 1,832  |       
|                                                           | Other                                    |                      |    | 18 |        |  |         | 6,174  |        |  |        | 4,515  |       
|                                                          
|                                                           |                                          |                      |    |    |        |  | 12,991  |        |        |  | 6,347  |       
|                                                          
|Provisions                                                 |                                          |                      |    |    |        |  |         |        |        |  |        |       
|                                                           | Deferred taxation                        |                      |    | 9  |        |  |         | 12,696 |        |  |        | 7,173  |       
|                                                           | Pensions and similar obligations         |                      |    | 20 |        |  |         | 5,016  |        |  |        | 2,331  |       
|                                                           | Decommissioning and restoration costs    |                      |    | 23 |        |  |         | 3,528  |        |  |        | 2,615  |       
|                                                          
|                                                           |                                          |                      |    |    |        |  | 21,240  |        |        |  | 12,119 |       
|                                                          
|Group net assets before minority
    interests             |                                          |                      |    |    |        |  | 64,026  |        |        |  | 59,720 |       
|Minority interests                                         |                                          |                      |    |    |        |  | 3,582   |        |        |  | 3,476  |       
|                                                          
|Net assets                                                 |                                          |                      |    |    |        |  | 60,444  |        |        |  | 56,244 |       
|                                                          

The Notes on pages G5 to G40 are an integral
part of these statements.



Royal Dutch/Shell Group of
Companies      G3




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20-F/A (Amendment No. 1) 2002




---



|                                                                           |                                                                                           |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |        |        |         |  
|-------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ---------------------------------------- | -- | ---- |  | ------- | ------- | ------ | ------ | ------- | ------ | ------ | ------ | ------ | ------ | ------ | ------- | -
|                                                                          
|                                                                           |                                                                                           |                                                                 
|Statement of Cash Flows (as restated)(see Note 19)                         |                                                                                           |                                                                  | $ million                                |   
|                                                                          
|                                                                          
|                                                                           |                                                                                           | Note                                                             |                                          |    | 2002 |  |         | 2001    |        |        | 2000    |       
|                                                                          
|                                                                          
|Cash flow provided by operating
    activities                             |                                                                                           |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |       
|                                                                           | Net income                                                                                |                                                                  |                                          |    |      |  |         | 9,722   |        |        |         | 10,350 |        |        |        | 12,866 |       
|                                                                           | Adjustments to reconcile net income to cash flow
    provided by operating activities     |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |        |       
|                                                                           |                                                                                           | Depreciation, depletion and amortisation                         |                                          |    | 10   |  |         |         | 8,621  |        |         |        | 6,201  |        |        |        | 8,018  |        
|                                                                           |                                                                                           | Profit on sale of assets                                         |                                          |    |      |  |         |         | (367   | )      |         |        | (133   | )      |        |        | (1,026 | )      
|                                                                           |                                                                                           | Movements in:                                                    |                                          |    |      |  |         |         |        |        |         |        |        |        |        |        |        |        
|                                                                           |                                                                                           |                                                                  | inventories                              |    |      |  |         |         |        | (2,079 | )       |        |        | 1,375  |        |        |        | (1,473  | )
|                                                                           |                                                                                           |                                                                  | accounts receivable                      |    |      |  |         |         |        | (5,830 | )       |        |        | 8,518  |        |        |        | (10,007 | )
|                                                                           |                                                                                           |                                                                  | accounts payable and accrued liabilities |    |      |  |         |         |        | 6,989  |         |        |        | (7,785 | )      |        |        | 9,746   |  
|                                                                           |                                                                                           |                                                                  | taxes payable                            |    |      |  |         |         |        | (735   | )       |        |        | (1,443 | )      |        |        | 967     |  
|                                                                           |                                                                                           | Associated companies: dividends more/ (less) than
    net income |                                          |    | 6    |  |         |         | 115    |        |         |        | 666    |        |        |        | (374   | )      
|                                                                           |                                                                                           | Deferred taxation and other provisions                           |                                          |    |      |  |         |         | 473    |        |         |        | (165   | )      |        |        | 569    |        
|                                                                           |                                                                                           | Long-term liabilities and other                                  |                                          |    |      |  |         |         | (805   | )      |         |        | (1,008 | )      |        |        | (1,062 | )      
|                                                                           |                                                                                           | Income applicable to minority interests                          |                                          |    |      |  |         |         | 179    |        |         |        | 329    |        |        |        | 54     |        
|                                                                          
|Cash flow provided by operating
    activities                             |                                                                                           |                                                                  |                                          |    |      |  | 16,283  |         |        |        | 16,905  |        |        |        | 18,278 |       
|                                                                          
|Cash flow used in investing
    activities                                 |                                                                                           |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |       
|                                                                           | Capital expenditure (including capitalised leases)                                        |                                                                  |                                          | 10 |      |  |         | (12,102 | )      |        |         | (9,598 | )      |        |        | (6,128 | )     
|                                                                           | Acquisitions (Enterprise Oil, Pennzoil-Quaker
    State and additional shares in Equilon) |                                                                  |                                          | 10 |      |  |         | (8,925  | )      |        |         |        |        |        |        |        |       
|                                                                           | Proceeds from sale of assets                                                              |                                                                  |                                          |    |      |  |         | 1,099   |        |        |         | 1,265  |        |        |        | 3,852  |       
|                                                                           | New investments in associated companies                                                   |                                                                  |                                          | 6  |      |  |         | (1,289  | )      |        |         | (1,074 | )      |        |        | (1,161 | )     
|                                                                           | Disposals of investments in associated companies                                          |                                                                  |                                          |    |      |  |         | 501     |        |        |         | 507    |        |        |        | 2,283  |       
|                                                                           | Proceeds from sale and other movement in
    investments                                  |                                                                  |                                          |    |      |  |         | 83      |        |        |         | (180   | )      |        |        | (336   | )     
|                                                                          
|Cash flow used in investing
    activities                                 |                                                                                           |                                                                  |                                          |    |      |  | (20,633 | )       |        |        | (9,080  | )      |        |        | (1,490 | )     
|                                                                          
|Cash flow used in financing
    activities                                 |                                                                                           |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |       
|                                                                           | Long-term debt (including short-term part)                                                |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |        |       
|                                                                           |                                                                                           | new borrowings                                                   |                                          |    |      |  |         |         | 5,267  |        |         |        | 180    |        |        |        | 945    |        
|                                                                           |                                                                                           | repayments                                                       |                                          |    |      |  |         |         | (5,610 | )      |         |        | (1,115 | )      |        |        | (1,276 | )      
|                                                                          
|                                                                           |                                                                                           |                                                                  |                                          |    |      |  | (343    | )       |        |        | (935    | )      |        |        | (331   | )     
|                                                                           | Net increase/(decrease) in short-term debt                                                |                                                                  |                                          |    |      |  |         | 7,058   |        |        |         | (794   | )      |        |        | (3,271 | )     
|                                                                           | Change in minority interests                                                              |                                                                  |                                          |    |      |  |         | 421     |        |        |         | (206   | )      |        |        | (22    | )     
|                                                                           | Dividends paid to:                                                                        |                                                                  |                                          |    |      |  |         |         |        |        |         |        |        |        |        |        |       
|                                                                           |                                                                                           | Parent Companies                                                 |                                          |    |      |  |         |         | (6,961 | )      |         |        | (9,406 | )      |        |        | (5,239 | )      
|                                                                           |                                                                                           | minority interests                                               |                                          |    |      |  |         |         | (228   | )      |         |        | (221   | )      |        |        | (262   | )      
|                                                                          
|Cash flow used in financing
    activities                                 |                                                                                           |                                                                  |                                          |    |      |  | (53     | )       |        |        | (11,562 | )      |        |        | (9,125 | )     
|                                                                          
|Parent Companies shares: net
    sales/(purchases) and dividends received |                                                                                           |                                                                  |                                          |    |      |  | (864    | )       |        |        | (773    | )      |        |        | (200   | )     
|Currency translation differences relating to cash
    and cash equivalents |                                                                                           |                                                                  |                                          |    |      |  | 153     |         |        |        | (251    | )      |        |        | (75    | )     
|                                                                          
|Increase/(decrease) in cash and cash
    equivalents                       |                                                                                           |                                                                  |                                          |    |      |  | (5,114  | )       |        |        | (4,761  | )      |        |        | 7,388  |       
|                                                                          
|Cash and cash equivalents at January 1                                     |                                                                                           |                                                                  |                                          |    |      |  | 6,670   |         |        |        | 11,431  |        |        |        | 4,043  |       
|                                                                          
|Cash and cash equivalents at December 31                                   |                                                                                           |                                                                  |                                          |    |      |  | 1,556   |         |        |        | 6,670   |        |        |        | 11,431 |       
|                                                                          

The Notes on pages G5 to G40 are an integral
part of these statements.



G4 Royal
Dutch/ Shell Group of Companies




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20-F/A (Amendment No. 1) 2002




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---



Notes to the Financial Statements




---



1   The Royal Dutch/ Shell
Group of Companies

The Parent Companies, Royal Dutch Petroleum
Company (Royal Dutch) and The Shell Transport and
Trading Company, p.l.c. (Shell Transport) are holding companies
which together own, directly or indirectly, investments in
numerous companies known collectively as the Royal Dutch/Shell
Group. Group companies are engaged in all principal aspects of
the oil and natural gas industry. They also have interests in
chemicals and additional interests in power generation,
renewable energy (chiefly in wind and solar energy) and other
businesses. The Group conducts its business through five
principal segments, Exploration and Production, Gas &
Power, Oil Products, Chemicals and Other businesses. These
activities are conducted in more than 145 countries and
territories and are subject to changing economic, regulatory and
political conditions.

Arrangements between Royal Dutch and Shell
Transport provide, inter alia, that notwithstanding
variations in shareholdings, Royal Dutch and Shell Transport
shall share in the aggregate net assets and in the aggregate
dividends and interest received from Group companies in the
proportion of 60:40. It is further arranged that the burden of
all taxes in the nature of, or corresponding to, an income tax
leviable in respect of such dividends and interest shall fall in
the same proportion. Dividends are paid by Group companies to
Royal Dutch and Shell Transport in euros and pounds sterling,
respectively.

2   Restatement of Previously
Issued Financial Statements

Reserves Restatement

On January 9, 2004, the Group announced the
removal from proved reserves of approximately 3.9 billion
barrels of oil equivalent (boe) of oil and gas that were
originally reported as of December 31, 2002. As a result of
further reviews conducted with the assistance of external
petroleum consultants of over 90% of the Groups proved
reserves volumes (the Reserves Review), the Group
determined to increase the total volume of reserves to be
removed from the proved category to 4.47 billion boe and to
restate the unaudited oil and gas reserves disclosures contained
in the supplementary information accompanying the financial
statements contained in the Original Form 20-F (the
Reserves Restatement) to give effect to the removal of these
volumes as of the earliest date on which they did not represent
proved reserves within the applicable rules of the
SEC (which in many cases is the date on which the volumes were
initially booked as proved reserves). 12% of the volumes
de-booked had been in the proved developed reserves category and
88% had been categorised as proved undeveloped reserves. This
Amendment No. 1 includes information regarding proved oil
and gas reserves restated to give effect to the Reserves
Restatement. Please refer to Supplementary
information  Oil and Gas (unaudited) on
pages G50 to G61 of this Amendment No. 1 for
additional information regarding the Reserves Restatement.


Following the January 9, 2004 announcement
of the reserves recategorisation described above, the Group
Audit Committee (GAC) appointed Davis Polk & Wardwell to
lead an independent review of the facts and circumstances
surrounding the recategorisation, and to report its findings and
any proposed remedial actions to the GAC for its consideration.
Based largely on the Davis Polk & Wardwell report, the
Parent Companies Royal Dutch and Shell Transport have determined
that the principal causes that permitted the initial booking and
maintenance of the volumes impacted by the Reserves Restatement
as proved reserves are as follows:



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the Groups guidelines for booking proved
    reserves were inadequate in several respects, including
    (i) containing inconsistencies with the SECs rules
    and published guidance relating to proved reserves and
    (ii) failing to clearly and sufficiently impart these
    requirements and guidance to users of the guidelines. In
    addition, users of the guidelines in certain cases misapplied or
    disregarded SEC rules and published guidance and in some cases
    only applied changes in the guidelines prospectively rather than
    retrospectively. There was also insufficient knowledge and
    training among users of the guidelines of the SEC requirements
    relating to proved reserves;
| 
| | executives and employees encouraged the booking
    of proved reserves, while discouraging the de-booking of
    previously booked reserves. This fostered an atmosphere that
    failed to emphasise the paramount importance of the compliance
    element of proved reserves decisions; and                                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| | there were other material weaknesses in the
    Groups controls relating to the booking of proved
    reserves, including insufficient resources allocated to the
    Group Reserves Auditor and Group Reserves Co-ordinator
    functions, a lack of clarity in the allocation of
    responsibilities between the Group Reserves Auditor and the
    Group Reserves Co-ordinator and a lack of direct reporting
    responsibility of the Group Reserves Auditor to the Group
    internal audit function and of the business chief financial
    officers to the Group Chief Financial Officer.                                                                                                                            

These issues are described in more detail under
Controls and Procedures.



Royal Dutch/Shell Group of
Companies      G5




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Financial Restatement

Reserves related adjustments

In view of the inappropriate overstatement of
unaudited proved reserves information, it was determined to
restate the Financial Statements of the Group and each of the
Parent Companies as at December 31, 2002 and 2001 and for
each of the years ended December 31, 2002, 2001 and 2000
(the Financial Restatement) to reflect the impact of
the Reserves Restatement on those Financial Statements (as
announced on April 19, 2004). This overstatement of
unaudited proved reserves information had the effect of
understating the depreciation, depletion and amortisation
charges related to Exploration and Production in each of the
years covered by the Financial Restatement. The majority of the
impact on the Financial Statements relates to proved developed
reserves that were debooked, with the remaining impact relating
to well cost write-offs. As capitalised costs relating to the
Groups Exploration and Production operations were
amortised across fewer proved reserves (following the Reserves
Restatement), depreciation, depletion and amortisation
associated with annual production volumes increased
proportionally. The effect of the restatement was to reduce net
income in 2002 by $108 million (2001: $42 million;
2000: $80 million) and to reduce the previously reported
net assets as at December 31, 2002 by $276 million
(2001: $164 million), of which additional depreciation in
2002 was $166 million (2001: $84 million; 2000:
$132 million).


Treatment of exploration costs

The treatment of exploration costs has been
changed, with restatement of prior period information, to
correct an inappropriate departure from US GAAP relating to
certain exploratory drilling costs in an area requiring major
capital expenditure before production can begin and where
commercially producible quantities of reserves have been found.
Previously these costs remained capitalised for longer than
12 months following the completion of exploratory drilling
provided that the project was being actively progressed towards
the development phase. The costs of drilling such exploration
wells are now expensed unless either (a) drilling of
additional exploratory wells is under way or firmly planned for
the near future or (b) proved reserves are booked within
12 months following the completion of exploratory drilling.
The effect of this change is a reduction in previously reported
net income for 2002 of $61 million (2001: $14 million;
2000: $42 million), and a reduction in previously reported
net assets at December 31, 2002 of $155 million (2001:
$91 million; 2000: $78 million).


Treatment of certain gas contracts

The treatment of certain gas contracts has been
changed, with restatement of prior period information, to
correct an inappropriate departure from US GAAP relating to the
failure to mark to market in 2002 certain contracts for the sale
and delivery of own natural gas production from the UK North
Sea. The effect of this change is a reduction in previously
reported net income for 2002 and net assets at December 31,
2002 of $39 million.


Change in accounting policy for
inventories

The restatement of the Financial Statements also
gives effect to the Groups election to make a change in
accounting principle relating to inventories. Previously, the
cost of certain North American inventories had been determined
on the last-in first-out (LIFO) method. As a result of this
change in accounting principle, the cost of these inventories
will be determined on the first-in first-out (FIFO) method. This
change from the LIFO method for these North American inventories
to the FIFO method is being made to achieve a consistent method
of determining inventory cost across the Group and harmonises
the US GAAP inventory costing method with the method employed by
the Group under Netherlands GAAP. Additionally, the Group will
be adopting International Financial Reporting Standards (IFRS)
in 2005. Under IFRS, LIFO is not a permitted method for valuing
inventory. The effect of this change in accounting principle is
an increase in previously reported net income for 2002 of
$511 million (2001: decrease of $446 million; 2000:
increase of $269 million; prior to 2000: increase of
$514 million in net income and $825 million pre-tax),
and to increase previously reported net assets as at
December 31, 2002 by $850 million (2001:
$339 million; 2000: $783 million). The impact on
investments at December 31, 2002 relates to Motiva (2001:
Equilon and Motiva).




G6 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



The impact on the information included in these
Financial Statements is summarised in the tables below:

|                                                            |  |            |         |  |             |  |          |             |  |  |           |          |  |            |     |   |             |  |         |          |  |            |          |   |          |             |          |             |       |  |           |            |  |  |             |    |  |          |            |   |          |          |         |             |             |  |       |           |  |            |         |  |             |  |         |          |  |  |      |   |  |  |     |   |  |  |         |  |  |  |      |   |  |  |         | 
|----------------------------------------------------------- |  | ---------- | ------- |  | ----------- |  | -------- | ----------- |  |  | --------- | -------- |  | ---------- | --- | - | ----------- |  | ------- | -------- |  | ---------- | -------- | - | -------- | ----------- | -------- | ----------- | ----- |  | --------- | ---------- |  |  | ----------- | -- |  | -------- | ---------- | - | -------- | -------- | ------- | ----------- | ----------- |  | ----- | --------- |  | ---------- | ------- |  | ----------- |  | ------- | -------- |  |  | ---- | - |  |  | --- | - |  |  | ------- |  |  |  | ---- | - |  |  | ------- | 
|                                                            |  |            |         |  |             |  |          |             |  |  |           |          |  |            |     |   |             |  |         |          |  |            |          |   |          |             |          |            
|Statement of Income                                         |  |            |         |  |             |  |          |             |  |  |           |          |  |            |     |   |             |  |         |          |  |            |          |   |          |             |          | $ million   |      
|                                                           
|                                                            | 
|                                                            |  | 2002       |         |  |             |  | 2001     |             |  |  |           | 2000     | 
|                                                           
|                                                            | 
|                                                            |  | Restated   |         |  |             |  | Restated |             |  |  |           | Restated |  |            |    
|                                                            |  | As         |         |  |             |  | prior to |             |  |  |           | As       |  |            |     |   | prior to    |  |         |          |  | As         |          |   |          |             | prior to |             |       | 
|                                                            |  | previously |         |  | Reserves    |  |          | Exploration |  |  | Gas       |          |  | Inventory  |     |   |             |  | As      |          |  | previously |          |   | Reserves |             |          | Exploration |       |  | Inventory |            |  |  |             | As |  |          | previously |   |          | Reserves |         |             | Exploration |  |       | Inventory |  |            |         |  | As          | 
|                                                            |  | reported   |         |  | restatement |  |          | costs       |  |  | contracts |          |  | Adjustment |     |   | Inventories |  |         | restated |  |            | reported |   |          | restatement |          |             | costs |  |           | Adjustment |  |  | Inventories |    |  | restated |            |   | reported |          |         | restatement |             |  | costs |           |  | Adjustment |         |  | Inventories |  |         | restated | 
|                                                           
|                                                            | 
|Net proceeds                                                |  |            | 179,431 |  |             |  | (52      | )           |  |  |          |          |  |            | (64 | ) |             |  | 179,315 |          |  |            |         |   |          |             | 179,315  |             |       |  | 135,211   |            |  |  | (80         | )  |  |          |           |   |          |          | 135,131 |             |             |  |      |           |  |            | 135,131 |  |             |  | 149,146 |          |  |  | (93  | ) |  |  |    |   |  |  | 149,053 |  |  |  |     |   |  |  | 149,053 | 
|Cost of sales                                               |  |            | 151,214 |  |             |  | 114      |             |  |  |          |          |  |            |    |   |             |  | 151,328 |          |  |            | (617     | ) |          |             | 150,711  |             |       |  | 107,839   |            |  |  | 4           |    |  |          |           |   |          |          | 107,843 |             |             |  | 308   |           |  |            | 108,151 |  |             |  | 118,328 |          |  |  | 39   |   |  |  |    |   |  |  | 118,367 |  |  |  | (204 | ) |  |  | 118,163 | 
|Exploration                                                 |  |            | 991     |  |             |  |         |             |  |  | 82        |          |  |            |    |   |             |  | 1,073   |          |  |            |         |   |          |             | 1,073    |             |       |  | 882       |            |  |  | 7           |    |  |          | 21         |   |          |          | 910     |             |             |  |      |           |  |            | 910     |  |             |  | 755     |          |  |  | 7    |   |  |  | 74  |   |  |  | 836     |  |  |  |     |   |  |  | 836     | 
|Other operating expenses                                    |  |            | 12,027  |  |             |  |         |             |  |  |          |          |  |            |    |   |             |  | 12,027  |          |  |            |         |   |          |             | 12,027   |             |       |  | 9,529     |            |  |  |            |    |  |          |           |   |          |          | 9,529   |             |             |  |      |           |  |            | 9,529   |  |             |  | 9,422   |          |  |  |     |   |  |  |    |   |  |  | 9,422   |  |  |  |     |   |  |  | 9,422   | 
|Share of operating profit of associated companies           |  |            | 2,624   |  |             |  |         |             |  |  |          |          |  |            |    |   |             |  | 2,624   |          |  |            | 198      |   |          |             | 2,822    |             |       |  | 3,041     |            |  |  | 18          |    |  |          |           |   |          |          | 3,059   |             |             |  | (413  | )         |  |            | 2,646   |  |             |  | 3,859   |          |  |  |     |   |  |  |    |   |  |  | 3,859   |  |  |  | 242  |   |  |  | 4,101   | 
|                                                           
|Operating profit                                            |  |            | 17,823  |  |             |  | (166     | )           |  |  | (82       | )        |  |            | (64 | ) |             |  | 17,511  |          |  |            | 815      |   |          |             | 18,326   |             |       |  | 20,002    |            |  |  | (73         | )  |  |          | (21        | ) |          |          | 19,908  |             |             |  | (721  | )         |  |            | 19,187  |  |             |  | 24,500  |          |  |  | (139 | ) |  |  | (74 | ) |  |  | 24,287  |  |  |  | 446  |   |  |  | 24,733  | 
|Net interest expense and currency exchange
    gains/losses |  |            | 629     |  |             |  |         |             |  |  |          |          |  |            |    |   |             |  | 629     |          |  |            |         |   |          |             | 629      |             |       |  | 104       |            |  |  |            |    |  |          |           |   |          |          | 104     |             |             |  |      |           |  |            | 104     |  |             |  | 464     |          |  |  |     |   |  |  |    |   |  |  | 464     |  |  |  |     |   |  |  | 464     | 
|                                                           
|Income before taxation                                      |  |            | 17,194  |  |             |  | (166     | )           |  |  | (82       | )        |  |            | (64 | ) |             |  | 16,882  |          |  |            | 815      |   |          |             | 17,697   |             |       |  | 19,898    |            |  |  | (73         | )  |  |          | (21        | ) |          |          | 19,804  |             |             |  | (721  | )         |  |            | 19,083  |  |             |  | 24,036  |          |  |  | (139 | ) |  |  | (74 | ) |  |  | 23,823  |  |  |  | 446  |   |  |  | 24,269  | 
|Taxation                                                    |  |            | 7,617   |  |             |  | (65      | )           |  |  | (21       | )        |  |            | (25 | ) |             |  | 7,506   |          |  |            | 290      |   |          |             | 7,796    |             |       |  | 8,694     |            |  |  | (27         | )  |  |          | (7         | ) |          |          | 8,660   |             |             |  | (256  | )         |  |            | 8,404   |  |             |  | 11,273  |          |  |  | (53  | ) |  |  | (32 | ) |  |  | 11,188  |  |  |  | 161  |   |  |  | 11,349  | 
|Minority interests                                          |  |            | 158     |  |             |  | 7        |             |  |  |          |          |  |            |    |   |             |  | 165     |          |  |            | 14       |   |          |             | 179      |             |       |  | 352       |            |  |  | (4          | )  |  |          |           |   |          |          | 348     |             |             |  | (19   | )         |  |            | 329     |  |             |  | 44      |          |  |  | (6   | ) |  |  |    |   |  |  | 38      |  |  |  | 16   |   |  |  | 54      | 
|                                                           
|Net income                                                  |  |            | 9,419   |  |             |  | (108     | )           |  |  | (61       | )        |  |            | (39 | ) |             |  | 9,211   |          |  |            | 511      |   |          |             | 9,722    |             |       |  | 10,852    |            |  |  | (42         | )  |  |          | (14        | ) |          |          | 10,796  |             |             |  | (446  | )         |  |            | 10,350  |  |             |  | 12,719  |          |  |  | (80  | ) |  |  | (42 | ) |  |  | 12,597  |  |  |  | 269  |   |  |  | 12,866  | 
|                                                           

|                             |  |            |       |   |             |  |          |             |  |  |           |          |  |            |     |   |             |  |       |          |  |            |          |           |          |             |          |             |       |  |           |            |  |  |             |    |  |          |            |   |          |          |        |             |             |  |       |           |  |            |        |   |             |  |        |          |  |  |     |   |  |  |     |   |  |  |        |   |  |  |     |   |  |  |        |  
|---------------------------- |  | ---------- | ----- | - | ----------- |  | -------- | ----------- |  |  | --------- | -------- |  | ---------- | --- | - | ----------- |  | ----- | -------- |  | ---------- | -------- | --------- | -------- | ----------- | -------- | ----------- | ----- |  | --------- | ---------- |  |  | ----------- | -- |  | -------- | ---------- | - | -------- | -------- | ------ | ----------- | ----------- |  | ----- | --------- |  | ---------- | ------ | - | ----------- |  | ------ | -------- |  |  | --- | - |  |  | --- | - |  |  | ------ | - |  |  | --- | - |  |  | ------ | -
|                             |  |            |       |   |             |  |          |             |  |  |           |          |  |            |     |   |             |  |       |          |  |            |          |          
|Earnings by Industry Segment |  |            |       |   |             |  |          |             |  |  |           |          |  |            |     |   |             |  |       |          |  |            |          | $ million |         
|                            
|                             | 
|                             |  | 2002       |       |   |             |  | 2001     |             |  |  |           | 2000     | 
|                            
|                             | 
|                             |  | Restated   |       |   |             |  | Restated |             |  |  |           | Restated |  |            |    
|                             |  | As         |       |   |             |  | prior to |             |  |  |           | As       |  |            |     |   | prior to    |  |       |          |  | As         |          |           |          |             | prior to |             |       | 
|                             |  | previously |       |   | Reserves    |  |          | Exploration |  |  | Gas       |          |  | Inventory  |     |   |             |  | As    |          |  | previously |          |           | Reserves |             |          | Exploration |       |  | Inventory |            |  |  |             | As |  |          | previously |   |          | Reserves |        |             | Exploration |  |       | Inventory |  |            |        |   | As          | 
|                             |  | reported   |       |   | restatement |  |          | costs       |  |  | contracts |          |  | Adjustment |     |   | Inventories |  |       | restated |  |            | reported |           |          | restatement |          |             | costs |  |           | Adjustment |  |  | Inventories |    |  | restated |            |   | reported |          |        | restatement |             |  | costs |           |  | Adjustment |        |   | Inventories |  |        | restated | 
|                            
|                             | 
|Exploration and Production   |  |            | 6,997 |   |             |  | (101     | )           |  |  | (61       | )        |  |            | (39 | ) |             |  | 6,796 |          |  |            |         |           |          |             | 6,796    |             |       |  | 8,023     |            |  |  | (46         | )  |  |          | (14        | ) |          |          | 7,963  |             |             |  |      |           |  |            | 7,963  |   |             |  | 10,059 |          |  |  | (86 | ) |  |  | (42 | ) |  |  | 9,931  |   |  |  |    |   |  |  | 9,931  |  
|Gas & Power                  |  |            | 774   |   |             |  |         |             |  |  |          |          |  |            |    |   |             |  | 774   |          |  |            |         |           |          |             | 774      |             |       |  | 1,226     |            |  |  |            |    |  |          |           |   |          |          | 1,226  |             |             |  |      |           |  |            | 1,226  |   |             |  | 112    |          |  |  |    |   |  |  |    |   |  |  | 112    |   |  |  |    |   |  |  | 112    |  
|Oil Products                 |  |            | 2,178 |   |             |  |         |             |  |  |          |          |  |            |    |   |             |  | 2,178 |          |  |            | 449      |           |          |             | 2,627    |             |       |  | 2,332     |            |  |  |            |    |  |          |           |   |          |          | 2,332  |             |             |  | (362  | )         |  |            | 1,970  |   |             |  | 2,437  |          |  |  |    |   |  |  |    |   |  |  | 2,437  |   |  |  | 244 |   |  |  | 2,681  |  
|Chemicals                    |  |            | 489   |   |             |  |         |             |  |  |          |          |  |            |    |   |             |  | 489   |          |  |            | 76       |           |          |             | 565      |             |       |  | 230       |            |  |  |            |    |  |          |           |   |          |          | 230    |             |             |  | (103  | )         |  |            | 127    |   |             |  | 992    |          |  |  |    |   |  |  |    |   |  |  | 992    |   |  |  | 41  |   |  |  | 1,033  |  
|Corporate and Other          |  |            | (861  | ) |             |  |         |             |  |  |          |          |  |            |    |   |             |  | (861  | )        |  |            |         |           |          |             | (861     | )           |       |  | (607      | )          |  |  |            |    |  |          |           |   |          |          | (607   | )           |             |  |      |           |  |            | (607   | ) |             |  | (837   | )        |  |  |    |   |  |  |    |   |  |  | (837   | ) |  |  |    |   |  |  | (837   | )
|Minority interests           |  |            | (158  | ) |             |  | (7       | )           |  |  |          |          |  |            |    |   |             |  | (165  | )        |  |            | (14      | )         |          |             | (179     | )           |       |  | (352      | )          |  |  | 4           |    |  |          |           |   |          |          | (348   | )           |             |  | 19    |           |  |            | (329   | ) |             |  | (44    | )        |  |  | 6   |   |  |  |    |   |  |  | (38    | ) |  |  | (16 | ) |  |  | (54    | )
|                            
|Net income                   |  |            | 9,419 |   |             |  | (108     | )           |  |  | (61       | )        |  |            | (39 | ) |             |  | 9,211 |          |  |            | 511      |           |          |             | 9,722    |             |       |  | 10,852    |            |  |  | (42         | )  |  |          | (14        | ) |          |          | 10,796 |             |             |  | (446  | )         |  |            | 10,350 |   |             |  | 12,719 |          |  |  | (80 | ) |  |  | (42 | ) |  |  | 12,597 |   |  |  | 269 |   |  |  | 12,866 |  
|                            

|                                    |                              |                   |        |           |                   |  |          |             |   |  |           |      |   |            |     |   |             |  |        |          |  |               |          |     |          |             |        |             |       |  |           |            |  |  |             |      |   |          |     |      |   |  |        |        |  |  |     |     |  |  |        |        | 
|----------------------------------- | ---------------------------- | ----------------- | ------ | --------- | ----------------- |  | -------- | ----------- | - |  | --------- | ---- | - | ---------- | --- | - | ----------- |  | ------ | -------- |  | ------------- | -------- | --- | -------- | ----------- | ------ | ----------- | ----- |  | --------- | ---------- |  |  | ----------- | ---- | - | -------- | --- | ---- | - |  | ------ | ------ |  |  | --- | --- |  |  | ------ | ------ | 
|                                    |                              |                   |        |          
|Statement of Assets and Liabilities |                              |                   |        | $ million |                  
|                                   
|                                    |                             
|                                    |                              |                   |        |          
|                                    |                              | December 31, 2002 |        |           | December 31, 2001 | 
|                                   
|                                    |                             
|                                    |                              | Restated          |        |           |                   |  | Restated |             |   | 
|                                    |                              | prior to          |        |           |                   |  | prior to |             |   | 
|                                    |                              | As previously     |        |           | Reserves          |  |          | Exploration |   |  | Gas       |      |   | Inventory  |     |   |             |  | As     |          |  | As previously |          |     | Reserves |             |        | Exploration |       |  | Inventory |            |  |  |             | As   |  
|                                    |                              | reported          |        |           | restatement       |  |          | costs       |   |  | contracts |      |   | Adjustment |     |   | Inventories |  |        | restated |  |               | reported |     |          | restatement |        |             | costs |  |           | Adjustment |  |  | Inventories |      |   | restated |    
|                                   
|                                    |                             
|Fixed assets                        |                              |                   |        |           |                   |  |          |             |   |  |           |      |   |            |     |   |             |  |        |          |  |               |          |     |          |             |        |             |       |  |           |            |  |  |             |      |   |          |     |      |   |  |        |        |  |  |     |     |  |  |        |       
|                                    | Tangible                     |                   |        | 79,390    |                   |  |          | (467        | ) |  |           | (236 | ) |            |     |  |             |  |        | 78,687   |  |               |          |    |          |             |        | 78,687      |       |  |           | 51,370     |  |  |             | (293 | ) |          |     | (150 | ) |  |        | 50,927 |  |  |     |    |  |  |        | 50,927 | 
|                                    | Intangible                   |                   |        | 4,696     |                   |  |          |            |   |  |           |     |   |            |     |  |             |  |        | 4,696    |  |               |          |    |          |             |        | 4,696       |       |  |           | 939        |  |  |             |     |   |          |     |     |   |  |        | 939    |  |  |     |    |  |  |        | 939    | 
|                                    | Investments                  |                   |        | 20,760    |                   |  |          | 2           |   |  |           |     |   |            |     |  |             |  |        | 20,762   |  |               |          | 325 |          |             |        | 21,087      |       |  |           | 21,040     |  |  |             | 2    |   |          |     |     |   |  |        | 21,042 |  |  |     | 312 |  |  |        | 21,354 | 
|Other long-term assets              |                              |                   | 7,299  |           |                   |  |         |             |   |  |          |      |   |            | 34  |   |             |  | 7,333  |          |  |               |         |     |          |             | 7,333  |             |       |  | 7,716     |            |  |  |            |      |   |          |    |      |   |  | 7,716  |        |  |  |    |     |  |  | 7,716  |       
|Inventories                         |                              |                   | 10,298 |           |                   |  |         |             |   |  |          |      |   |            |    |   |             |  | 10,298 |          |  |               | 1,040    |     |          |             | 11,338 |             |       |  | 6,341     |            |  |  |            |      |   |          |    |      |   |  | 6,341  |        |  |  | 239 |     |  |  | 6,580  |       
|Other current assets                |                              |                   | 30,248 |           |                   |  |         |             |   |  |          |      |   |            | 69  |   |             |  | 30,317 |          |  |               |         |     |          |             | 30,317 |             |       |  | 24,137    |            |  |  |            |      |   |          |    |      |   |  | 24,137 |        |  |  |    |     |  |  | 24,137 |       
|Current liabilities                 |                              |                   | 55,115 |           |                   |  |         |             |   |  |          |      |   |            | 86  |   |             |  | 55,201 |          |  |               |         |     |          |             | 55,201 |             |       |  | 33,467    |            |  |  |            |      |   |          |    |      |   |  | 33,467 |        |  |  |    |     |  |  | 33,467 |       
|Long-term liabilities               |                              |                   | 12,935 |           |                   |  |         |             |   |  |          |      |   |            | 56  |   |             |  | 12,991 |          |  |               |         |     |          |             | 12,991 |             |       |  | 6,347     |            |  |  |            |      |   |          |    |      |   |  | 6,347  |        |  |  |    |     |  |  | 6,347  |       
|Provisions                          |                              |                   |        |           |                   |  |          |             |   |  |           |      |   |            |     |   |             |  |        |          |  |               |          |     |          |             |        |             |       |  |           |            |  |  |             |      |   |          |     |      |   |  |        |        |  |  |     |     |  |  |        |       
|                                    | Deferred taxation            |                   |        | 12,471    |                   |  |          | (186        | ) |  |           | (81  | ) |            |     |  |             |  |        | 12,204   |  |               |          | 492 |          |             |        | 12,696      |       |  |           | 7,146      |  |  |             | (117 | ) |          |     | (59  | ) |  |        | 6,970  |  |  |     | 203 |  |  |        | 7,173  | 
|                                    | Pensions and decommissioning |                   |        | 8,544     |                   |  |          |            |   |  |           |     |   |            |     |  |             |  |        | 8,544    |  |               |          |    |          |             |        | 8,544       |       |  |           | 4,946      |  |  |             |     |   |          |     |     |   |  |        | 4,946  |  |  |     |    |  |  |        | 4,946  | 
|Minority interests                  |                              |                   | 3,562  |           |                   |  | (3       | )           |   |  |          |      |   |            |    |   |             |  | 3,559  |          |  |               | 23       |     |          |             | 3,582  |             |       |  | 3,477     |            |  |  | (10         | )    |   |          |    |      |   |  | 3,467  |        |  |  | 9   |     |  |  | 3,476  |       
|                                   
|Net assets                          |                              |                   | 60,064 |           |                   |  | (276     | )           |   |  | (155      | )    |   |            | (39 | ) |             |  | 59,594 |          |  |               | 850      |     |          |             | 60,444 |             |       |  | 56,160    |            |  |  | (164        | )    |   |          | (91 | )    |   |  | 55,905 |        |  |  | 339 |     |  |  | 56,244 |       
|                                   



Royal Dutch/Shell Group of
Companies      G7




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|                                               |                                               |                                                           |        |        |      |   |        |        |      |   |        |        |     |   
|---------------------------------------------- | --------------------------------------------- | --------------------------------------------------------- | ------ | ------ | ---- | - | ------ | ------ | ---- | - | ------ | ------ | --- | --
|                                               |                                               |                                                          
|Parent Companies interest in Group net assets |                                               | $ million                                                 |       
|                                              
|                                               |                                              
|                                               |                                               | 2002                                                      |        |        | 2001 |   |        | 2000   |     
|                                              
|                                               |                                              
|As previously reported at December 31          |                                               |                                                           | 60,064 |        |      |   | 56,160 |        |      |   | 57,086 |       
|Effect of the adjustments:                     |                                               |                                                           |        |        |      |   |        |        |      |   |        |       
|                                               | Interest at the beginning of the year         |                                                           |        |        |      |   |        |        |      |   |        |        |    
|                                               |                                               | Cumulative effect of reserves restatement                 |        |        | (164 | ) |        |        | (122 | ) |        |        | (46 | )a
|                                               |                                               | Cumulative effect of exploration costs change             |        |        | (91  | ) |        |        | (78  | ) |        |        | (37 | )a
|                                              
|                                               | Total before inventory adjustment             |                                                           |        | 59,809 |      |   |        | 55,960 |      |   |        | 57,003 | a  
|                                               |                                               | Cumulative effect of change in policy for
    inventories |        |        | 339  |   |        |        | 783  |   |        |        | 513 | a 
|                                              
|                                               |                                               |                                                           | 60,148 |        |      |   | 56,743 |        |      |   | 57,516 |       
|                                               | Net income for the year                       |                                                           |        |        |      |   |        |        |      |   |        |        |    
|                                               |                                               | Reserves restatement                                      |        |        | (108 | ) |        |        | (42  | ) |        |        | (80 | ) 
|                                               |                                               | Exploration costs change                                  |        |        | (61  | ) |        |        | (14  | ) |        |        | (42 | ) 
|                                               |                                               | Gas contracts change                                      |        |        | (39  | ) |        |        |     |   |        |        |    |   
|                                              
|                                               | Total before inventory adjustment             |                                                           |        | 59,940 |      |   |        | 56,687 |      |   |        | 57,394 |    
|                                               |                                               | Change in policy for inventories                          |        |        | 511  |   |        |        | (446 | ) |        |        | 269 |   
|                                              
|                                               |                                               |                                                           | 60,451 |        |      |   | 56,241 |        |      |   | 57,663 |       
|                                              
|                                               | Currency translation differences for the year |                                                           |        | (7     | )    |   |        | 3      |      |   |        | 6      |    
|                                              
|As restated at December 31                     |                                               |                                                           | 60,444 |        |      |   | 56,244 |        |      |   | 57,669 |       
|                                              



|  |                                         
|- | ----------------------------------------
|a | Cumulative effect as at January 1, 2000.

Amounts relating to prior periods have been
restated in the following notes where applicable.

3   Accounting
policies

Nature of the Financial Statements

The accounts of the Parent Companies are not
included in the Financial Statements, the objective of which is
to demonstrate the financial position, results of operations and
cash flows of a group of undertakings in which each Parent
Company has an interest in common whilst maintaining its
separate identity. The Financial Statements reflect an
aggregation in US dollars of the accounts of companies in which
Royal Dutch and Shell Transport together, either directly or
indirectly, have control either through a majority of the voting
rights or the right to exercise a controlling influence.


Investments in companies over which Group
companies have significant influence but not control are
classified as associated companies and are accounted for on the
equity basis. Investments in companies over which the Group has
no significant influence are stated at cost and dividends
received from these companies are accounted for when received.
Certain joint ventures in oil and gas production activities are
taken up in the Financial Statements in proportion to the
relevant Group interest.

In this Amendment No. 1, the Financial
Statements are presented in accordance with US GAAP, with
separate Financial Statements presented under Netherlands GAAP
beginning on page G41.

The preparation of Financial Statements in
conformity with generally accepted accounting principles
requires management to make estimates and judgments that affect
the amounts reported in the Financial Statements and Notes
thereto. Actual results could differ from those estimates.

The Financial Statements have been prepared under
the historical cost convention.

Currency translation

Assets and liabilities of non-dollar Group
companies are translated to dollars at year-end rates of
exchange, whilst their statements of income and cash flows are
translated at quarterly average rates. Translation differences
arising on aggregation are taken directly to a currency
translation differences account, which forms part of Parent
Companies interest in Group net assets. Upon divestment or
liquidation of a non-dollar Group company, cumulative currency
translation differences related to that company are taken to
income.


The dollar equivalents of exchange gains and
losses arising as a result of foreign currency transactions
(including those in respect of inter-company balances unless
related to transactions of a long-term investment nature) are
included in Group net income.



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Dutch/ Shell Group of Companies




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Revenue recognition

Sales of oil, gas, chemicals and all other
products are recorded when title passes to the customer. Revenue
from the production of oil and natural gas properties in which
the Group has an interest with other producers are recognised on
the basis of the Groups working interest (entitlement
method). The difference between actual production and net
working interest volumes is not significant. Purchase and sale
of hydrocarbons under exchange contracts that are necessary to
obtain or reposition feedstock utilised in our refinery
operations are shown net in the Statement of Income. Sales
between Group companies, as disclosed in the segment
information, are based on prices generally equivalent to
commercially available prices.


In Exploration and Production and Gas & Power
title typically passes (and revenues are recognised) when a
product is physically transferred into a vessel, pipe or other
delivery mechanism. For sales by refining companies, title
typically passes (and revenues are recognised) either when
product is placed onboard a vessel or offloaded from the vessel,
depending on the contractually agreed terms. Revenues on
wholesale sales of oil products and chemicals are recognised
when transfer of ownership occurs and title is passed, either at
the point of delivery or the point of receipt, depending on
contractual conditions.

Depreciation, depletion and
amortisation

Tangible fixed assets related to oil and gas
production activities are depreciated on a unit-of-production
basis over the proved developed reserves of the field concerned,
except in the case of assets whose useful life is shorter than
the lifetime of the field, in which case the straight-line
method is applied. Rights and concessions are depleted on the
unit-of-production basis over the total proved reserves of the
relevant area. Unproved properties are amortised as required by
particular circumstances. Other tangible fixed assets are
generally depreciated on a straight-line basis over their
estimated useful lives which is generally 20 years for
refineries and chemicals plants, and 15 years for retail
service station facilities. From the beginning of 2002,
goodwill, and other intangible fixed assets with an indefinite
life, are no longer amortised but instead tested for impairment
annually. Other intangible fixed assets are amortised on a
straight-line basis over their estimated useful lives (with a
maximum of forty years).


Recoverability of assets

Other than properties with no proved reserves
(where the basis for carrying costs on the balance sheet is
explained under Exploration costs), the carrying
amounts of major Exploration and Production fixed assets are
reviewed for possible impairment annually, while all assets are
reviewed whenever events or changes in circumstances indicate
that the carrying amounts for those assets may not be
recoverable. If assets are determined to be impaired, the
carrying amounts of those assets are written down to fair value,
usually determined as the amount of estimated discounted future
cash flows. For this purpose, assets are grouped based on
separately identifiable and largely independent cash flows.
Assets held for sale are written down to the amount of estimated
net realisable value.


Estimates of future cash flows used in the
evaluation for impairment for assets related to hydrocarbon
production are made using risk assessments on field and
reservoir performance and include outlooks on proved reserves
and unproved volumes, which are then discounted or risk-weighted
utilising the results from projections of geological,
production, recovery and economic factors.

Administrative expenses

Administrative expenses are those which do not
relate directly to the activities of a single business segment
and include expenses incurred in the management and
co-ordination of multi-segment enterprises.


Exploration costs

Group companies follow the successful efforts
method of accounting for oil and gas exploration costs.
Exploration costs are charged to income when incurred, except
that exploratory drilling costs are included in tangible fixed
assets, pending determination of proved reserves. Exploration
wells that are more than 12 months old are expensed
unless (a)(i) they are in an area requiring major capital
expenditure before production can begin and (ii) they have
found commercially producible quantities of reserves and
(iii) they are subject to further exploration or appraisal
activity in that either drilling of additional exploratory wells
is under way or firmly planned for the near future, or
(b) proved reserves are booked within 12 months
following the completion of exploratory drilling.


See Note 2 regarding a change in treatment
of exploration costs.

Research and development

Research and development expenditure is charged
to income as incurred, with the exception of that on buildings
and major items of equipment which have alternative use.




Royal Dutch/Shell Group of
Companies      G9




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Deferred taxation

Deferred taxation is provided using the
comprehensive liability method of accounting for income taxes
based on provisions of enacted laws. Recognition is given to
deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognised in the
Financial Statements or in the tax returns. In estimating these
tax consequences, consideration is given to expected future
events. The measurement of deferred tax assets is reduced, if
necessary, by a valuation allowance representing the amount of
any tax benefits for which there is uncertainty of realisation.


Leasing

Agreements under which Group companies make
payments to owners in return for the right to use an asset for a
period are accounted for as leases. Leases that transfer
substantially all the risks and benefits of ownership are
recorded at inception as capital leases within tangible fixed
assets and debt. All other leases are recorded as operating
leases and the costs are charged to income as incurred.


Interest capitalisation

Interest is capitalised, as an increase in
tangible fixed assets, on significant capital projects during
construction. Interest is also capitalised, as an increase in
investments in associated companies, on funds invested by Group
companies which are used by associated companies for significant
capital projects during construction.


Securities

Securities of a trading nature are carried at
fair value with unrealised holding gains and losses being
included in net income. Securities intended to be held to
maturity are carried at cost, unless permanently impaired in
which case they are carried at fair value. All other securities
are classified as available for sale and are carried at fair
value, with unrealised holding gains and losses being taken
directly to Parent Companies interest in Group net assets.
Upon sale or maturity, the net gains and losses are included in
net income.


Short-term securities with a maturity from
acquisition of three months or less and that are readily
convertible into known amounts of cash are classified as cash
equivalents. Securities forming part of a portfolio which is
required to be held long term are classified under fixed
assets  investments.

Parent Companies shares held by Group
companies are not included in the Groups net assets but
reflected as a deduction from Parent Companies interest in
Group net assets.

Cash flows resulting from movements in securities
of a trading nature are reported under cash flow provided by
operating activities while cash flows resulting from movements
in other securities are reported under cash flow used in
investing activities.

Inventories

Inventories are stated at cost to the Group or
net realisable value, whichever is lower. Such cost is
determined by the FIFO method and comprises direct purchase
costs, cost of production, transportation and manufacturing
expenses and taxes. See Changes in accounting policy
for a description of a change in the method of accounting for
certain inventories in North America from the LIFO to the FIFO
method.


Derivative instruments

Group companies use derivatives in the management
of interest rate risk, foreign currency risk and commodity price
risk. The carrying amount of all derivatives, other than those
meeting the normal purchases and sales exception, is measured
using market prices. Those derivatives qualifying and designated
as hedges are either: (1) a hedge of the fair value of a
recognised asset or liability or of an unrecognised firm
commitment (fair value hedge), or (2) a hedge
of the variability of cash flows to be received or paid related
to a recognised asset or liability or a forecasted transaction
(cash flow hedge), or (3) a hedge of the
foreign currency exposure of an unrecognised firm commitment or
an available for sale security (foreign currency fair
value hedge) or the foreign currency exposure of a foreign
currency denominated forecasted transaction (foreign
currency cash flow hedge).


A change in the carrying amount of a fair value
hedge is taken to income, together with the consequential
adjustment to the carrying amount of the hedged item. The
effective portion of a change in the carrying amount of a cash
flow hedge is recorded in other comprehensive income, until
income reflects the variability of underlying cash flows; any
ineffective portion is taken to income. A change in the carrying
amount of a foreign currency hedge is recorded on the basis of
whether the hedge is a fair value hedge or a cash flow hedge. A
change in the carrying amount of other derivatives is taken to
income.

Group companies formally document all
relationships between hedging instruments and hedged items, as
well as risk management objectives and strategies for
undertaking various hedge transactions. The effectiveness of a
hedge is also continually assessed. When effectiveness ceases,
hedge accounting is discontinued.



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See Note 2 regarding a change in treatment
for certain gas contracts.

Environmental expenditures

Liabilities for environmental remediation
resulting from ongoing or past operations or events are
recognised in the period in which an obligation, legal or
constructive, to a third party arises and the amount can be
reasonably estimated. Measurement of liabilities is based on
current legal requirements and existing technology. Recognition
of any joint and several liability is based upon Group
companies best estimate of their final prorata share of
the liability. Liabilities are determined independently of
expected insurance recoveries. Recoveries are recognised and
reported as separate events and brought into account when
reasonably certain of realisation. The carrying amount of
liabilities is regularly reviewed and adjusted for new facts or
changes in law or technology.


Employee retirement plans

Retirement plans to which employees contribute
and many non-contributory plans are generally funded by payments
to independent trusts. Where, due to local conditions, a plan is
not funded, a provision which is not less than the present value
of accumulated pension benefits, based on present salary levels,
is included in the Financial Statements. Valuations of both
funded and unfunded plans are carried out by independent
actuaries.


For plans which define the amount of pension
benefit to be provided, pension cost primarily represents the
increase in actuarial present value of the obligation for
pension benefits based on employee service during the year and
the interest on this obligation in respect of employee service
in previous years, net of the expected return on plan assets.

For plans where benefits depend solely on the
amount contributed to the employees account and the
returns earned on investments of those contributions, pension
cost is the amount contributed by Group companies for the period.

Postretirement benefits other than
pensions

Some Group companies provide certain
postretirement healthcare and life insurance benefits to
retirees, the entitlement to which is usually based on the
employee remaining in service up to retirement age and the
completion of a minimum service period. The expected costs of
these benefits are accrued over the periods employees render
service to the Group. These plans are not funded. A provision is
included in the Financial Statements which is sufficient to
cover the present value of the accumulated postretirement
benefit obligation based on current assumptions. Valuations of
these obligations are carried out by independent actuaries.


Stock-based compensation plans

Group companies account for stock-based
compensation plans in accordance with the intrinsic value
method. This method requires no recognition of compensation
expense for plans where the exercise price is not at a discount
to the market value at the date of the grant, and the number of
options is fixed on the date of grant. However, recognition of
compensation expense is required for variable award
(performance-related) plans over the vesting periods of such
plans, based on the then current market values of the underlying
stock.


Decommissioning and restoration
costs

Estimated decommissioning and restoration costs
are based on current requirements, technology and price levels.
In respect of oil and gas production activities, the estimated
cost is provided over the life of the proved developed reserves
on a unit-of-production basis. The recorded liabilities are
reflected as a provision in the Statement of Assets and
Liabilities. For other activities, the estimated cost is
provided over the remaining life of a facility on a
straight-line basis once an obligation, whether legal or
constructive, crystallises and the amount can be reasonably
estimated. Changes in estimates of costs are accrued on a
prospective basis.


Acquisitions

Acquisitions are accounted for using the purchase
method. Assets acquired and liabilities assumed are recognised
at their fair value at the date of acquisition; the amount of
the purchase consideration above this value is reflected as
goodwill.


Reclassifications

Certain prior year amounts have been reclassified
to conform with current year presentation.


Change in accounting policies

The Group has changed its accounting policy for
those inventories in North America for which cost was previously
determined on the basis of the LIFO method. In the Financial
Statements included in this Amendment No. 1, in order to
implement a globally consistent accounting policy, the cost is
determined by the FIFO method and prior periods have been
restated. The rationale and the effect of this change are
described in Note 2 on page G6.




Royal Dutch/Shell Group of
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4   Parent Companies
interest in Group net assets (as restated)

|                                                                       |                  |           |        |      |      |  |        |      |   |  |        |     | 
|---------------------------------------------------------------------- | ---------------- | --------- | ------ | ---- | ---- |  | ------ | ---- | - |  | ------ | --- | 
|                                                                       |                  |          
|                                                                       |                  | $ million |       
|                                                                      
|                                                                       |                 
|                                                                       |                  | 2002      |        |      | 2001 |  |        | 2000 |  
|                                                                      
|                                                                       |                 
|Invested by Parent Companies                                           |                  |           | 741    |      |      |  | 741    |      |   |  | 741    |    
|Retained earnings of Group companies                                   |                  |           | 68,422 |      |      |  | 64,135 |      |   |  | 62,948 |    
|Parent Companies shares held, net of
    dividends received (Note 22) |                  |           | (2,797 | )    |      |  | (1,953 | )    |   |  | (1,311 | )  
|Cumulative currency translation differences                            |                  |           | (3,894 | )    |      |  | (6,326 | )    |   |  | (4,640 | )  
|Unrealised gains/(losses) on:                                          |                  |           |        |      |      |  |        |      |   |  |        |    
|                                                                       | securities       |           |        | 11   |      |  |        | (14  | ) |  |        | 129 | 
|                                                                       | cash flow hedges |           |        | (239 | )    |  |        | (14  | ) |  |        |     | 
|Minimum pension liability adjustments                                  |                  |           | (1,800 | )    |      |  | (325   | )    |   |  | (198   | )  
|                                                                      
|Balance at December 31                                                 |                  |           | 60,444 |      |      |  | 56,244 |      |   |  | 57,669 |    
|                                                                      

Earnings retained by the subsidiary and
associated companies of the Group Holding Companies (namely
Shell Petroleum N.V. and The Shell Petroleum Company Limited)
and Shell Petroleum Inc. amounted to $18,227 million at
December 31, 2002 (2001: $21,699 million;
2000: $23,191 million). Provision has not been made
for taxes on possible future distribution of these undistributed
earnings as these earnings have been, or will be, substantially
reinvested by the companies concerned. It is not, therefore,
meaningful to provide for these taxes nor is it practicable to
estimate their full amount or the withholding tax element.

5   Other comprehensive
income

|                                              |  |                     |        |   |     |  |      |           |  |  |        |  
|--------------------------------------------- |  | ------------------- | ------ | - | --- |  | ---- | --------- |  |  | ------ | -
|                                              |  |                    
|                                              |  |                    
|2002 (as restated)                            |  | $ million           |       
|                                             
|                                              | 
|                                              |  |                    
|                                              |  | Net credit/(charge) |       
|                                              |  |                    
|                                              |  |                     |       
|                                              |  | Pre-tax             |        |   | Tax |  |      | After tax | 
|                                             
|                                              | 
|Currency translation differences              |  |                     | 2,773  |   |     |  | (303 | )         |  |  | 2,470  |  
|Reclassifications                             |  |                     | (38    | ) |     |  |     |           |  |  | (38    | )
|                                             
|Currency translation differences              |  |                     |        |   |     |  |      |           |  |  |        |  
|net of reclassifications                      |  |                     | 2,735  |   |     |  | (303 | )         |  |  | 2,432  |  
|                                             
|Unrealised gains/(losses) on securities       |  |                     | 26     |   |     |  | 10   |           |  |  | 36     |  
|Reclassifications                             |  |                     | (12    | ) |     |  | 1    |           |  |  | (11    | )
|                                             
|Unrealised gains/(losses) on securities       |  |                     |        |   |     |  |      |           |  |  |        |  
|net of reclassifications                      |  |                     | 14     |   |     |  | 11   |           |  |  | 25     |  
|                                             
|Unrealised gains/(losses) on cash flow hedges |  |                     | (209   | ) |     |  | (7   | )         |  |  | (216   | )
|Reclassifications                             |  |                     | (9     | ) |     |  |     |           |  |  | (9     | )
|                                             
|Unrealised gains/(losses) on cash flow hedges |  |                     |        |   |     |  |      |           |  |  |        |  
|net of reclassifications                      |  |                     | (218   | ) |     |  | (7   | )         |  |  | (225   | )
|                                             
|Minimum pension liability adjustments         |  |                     | (2,446 | ) |     |  | 971  |           |  |  | (1,475 | )
|                                             
|Other comprehensive income                    |  |                     | 85     |   |     |  | 672  |           |  |  | 757    |  
|                                             



G12 Royal
Dutch/ Shell Group of Companies




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|                                              |  |                     |        |   |     |  |     |           |  |  |        |  
|--------------------------------------------- |  | ------------------- | ------ | - | --- |  | --- | --------- |  |  | ------ | -
|                                              |  |                    
|                                              |  |                    
|2001 (as restated)                            |  | $ million           |       
|                                             
|                                              | 
|                                              |  |                    
|                                              |  | Net credit/(charge) |       
|                                              |  |                    
|                                              |  |                     |       
|                                              |  | Pre-tax             |        |   | Tax |  |     | After tax | 
|                                             
|                                              | 
|Currency translation differences              |  |                     | (1,654 | ) |     |  | 95  |           |  |  | (1,559 | )
|Reclassifications                             |  |                     | (127   | ) |     |  |    |           |  |  | (127   | )
|                                             
|Currency translation differences              |  |                     |        |   |     |  |     |           |  |  |        |  
|net of reclassifications                      |  |                     | (1,781 | ) |     |  | 95  |           |  |  | (1,686 | )
|                                             
|Unrealised gains/(losses) on securities       |  |                     | (114   | ) |     |  | (9  | )         |  |  | (123   | )
|Reclassifications                             |  |                     | (32    | ) |     |  | 12  |           |  |  | (20    | )
|                                             
|Unrealised gains/(losses) on securities       |  |                     |        |   |     |  |     |           |  |  |        |  
|net of reclassifications                      |  |                     | (146   | ) |     |  | 3   |           |  |  | (143   | )
|                                             
|Unrealised gains/(losses) on cash flow hedges |  |                     | (1     | ) |     |  | (13 | )         |  |  | (14    | )
|Reclassifications                             |  |                     |       |   |     |  |    |           |  |  |       |  
|                                             
|Unrealised gains/(losses) on cash flow hedges |  |                     |        |   |     |  |     |           |  |  |        |  
|net of reclassifications                      |  |                     | (1     | ) |     |  | (13 | )         |  |  | (14    | )
|                                             
|Minimum pension liability adjustments         |  |                     | (209   | ) |     |  | 82  |           |  |  | (127   | )
|                                             
|Other comprehensive income                    |  |                     | (2,137 | ) |     |  | 167 |           |  |  | (1,970 | )
|                                             

|                                        |  |                     |        |   |     |  |     |           |  |  |        |  
|--------------------------------------- |  | ------------------- | ------ | - | --- |  | --- | --------- |  |  | ------ | -
|                                        |  |                    
|                                        |  |                    
|2000 (as restated)                      |  | $ million           |       
|                                       
|                                        | 
|                                        |  |                    
|                                        |  | Net credit/(charge) |       
|                                        |  |                    
|                                        |  |                     |       
|                                        |  | Pre-tax             |        |   | Tax |  |     | After tax | 
|                                       
|                                        | 
|Currency translation differences        |  |                     | (2,671 | ) |     |  | (51 | )         |  |  | (2,722 | )
|Reclassifications                       |  |                     | 11     |   |     |  |    |           |  |  | 11     |  
|                                       
|Currency translation differences        |  |                     |        |   |     |  |     |           |  |  |        |  
|net of reclassifications                |  |                     | (2,660 | ) |     |  | (51 | )         |  |  | (2,711 | )
|                                       
|Unrealised gains/(losses) on securities |  |                     | (205   | ) |     |  | 8   |           |  |  | (197   | )
|Reclassifications                       |  |                     | (50    | ) |     |  | 9   |           |  |  | (41    | )
|                                       
|Unrealised gains/(losses) on securities |  |                     |        |   |     |  |     |           |  |  |        |  
|net of reclassifications                |  |                     | (255   | ) |     |  | 17  |           |  |  | (238   | )
|                                       
|Minimum pension liability adjustments   |  |                     | (115   | ) |     |  | 45  |           |  |  | (70    | )
|                                       
|Other comprehensive income              |  |                     | (3,030 | ) |     |  | 11  |           |  |  | (3,019 | )
|                                       

|                                       |  |      |      |  |      |  |      |      |  |  |      | 
|-------------------------------------- |  | ---- | ---- |  | ---- |  | ---- | ---- |  |  | ---- | 
|                                       |  | 2002 |      |  | 2001 |  |      | 2000 | 
|                                      
|                                       | 
|Rates of exchange at December 31 were: |  | /$  | 0.96 |  |      |  | 1.13 |      |  |  | 1.07 | 
|                                       |  | £/$  | 0.62 |  |      |  | 0.69 |      |  |  | 0.67 | 
|                                      

6   Associated
companies

(a) Income

Associated companies engage in similar businesses
to Group companies and play an important part in the overall
operating activities of the Group. Consequently, the Group share
of operating profits arising from associated companies is seen
as a contribution to the total Group operating profit and is
shown as such in the Statement of Income. The Group share of
interest income, interest expense, currency exchange gains/
losses and taxation of associated companies has been included
within those items in the Statement of Income.




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A summarised Statement of Income with respect to
the Group share of net income from associated companies,
together with a segment analysis, is set out below:

|                                 |  |             |        |   |             |  |        |             |  |  |        | 
|-------------------------------- |  | ----------- | ------ | - | ----------- |  | ------ | ----------- |  |  | ------ | 
|                                 |  |            
|                                 |  | $ million   |       
|                                
|                                 | 
|                                 |  | 2002        |        |   | 2001        |  |        | 2000        | 
|                                 |  | As restated |        |   | As restated |  |        | As restated | 
|                                
|                                 | 
|Net proceeds                     |  |             | 33,522 |   |             |  | 55,767 |             |  |  | 60,896 | 
|Cost of sales                    |  |             | 26,738 |   |             |  | 47,538 |             |  |  | 51,443 | 
|                                
|Gross profit                     |  |             | 6,784  |   |             |  | 8,229  |             |  |  | 9,453  | 
|Other operating expenses         |  |             | 3,962  |   |             |  | 5,583  |             |  |  | 5,352  | 
|                                
|Operating profit                 |  |             | 2,822  |   |             |  | 2,646  |             |  |  | 4,101  | 
|Interest and other income        |  |             | 102    |   |             |  | 98     |             |  |  | 111    | 
|Interest expense                 |  |             | 451    |   |             |  | 503    |             |  |  | 498    | 
|Currency exchange gains/(losses) |  |             | (15    | ) |             |  | (20    | )           |  |  | 7      | 
|                                
|Income before taxation           |  |             | 2,458  |   |             |  | 2,221  |             |  |  | 3,721  | 
|Taxation                         |  |             | 1,002  |   |             |  | 1,087  |             |  |  | 1,515  | 
|                                
|Net income                       |  |             | 1,456  |   |             |  | 1,134  |             |  |  | 2,206  | 
|                                

As stated in Note 3, the Group changed its
accounting for certain North American inventories from LIFO to
FIFO. This change has been reflected in the restated 2001 and
2000 comparative information.

|                           |  |             |       |   |             |  |       |             |  |  |       |  
|-------------------------- |  | ----------- | ----- | - | ----------- |  | ----- | ----------- |  |  | ----- | -
|                           |  |            
|                           |  |            
|Income by segment          |  | $ million   |      
|                          
|                           | 
|                           |  | 2002        |       |   | 2001        |  |       | 2000        | 
|                           |  | As restated |       |   | As restated |  |       | As restated | 
|                          
|                           | 
|Exploration and Production |  |             | 543   |   |             |  | 757   |             |  |  | 990   |  
|Gas & Power                |  |             | 589   |   |             |  | 746   |             |  |  | 505   |  
|Oil Products               |  |             | 448   |   |             |  | 43    |             |  |  | 892   |  
|Chemicals                  |  |             | 153   |   |             |  | (26   | )           |  |  | 174   |  
|Corporate and Other        |  |             | (277  | ) |             |  | (386  | )           |  |  | (355  | )
|                          
|                           |  |             | 1,456 |   |             |  | 1,134 |             |  |  | 2,206 |  
|                          

(b) Investments

|                                                                            |  |             |        |   |             |  |       |       |  |  |        |   |  |  |        |  
|--------------------------------------------------------------------------- |  | ----------- | ------ | - | ----------- |  | ----- | ----- |  |  | ------ | - |  |  | ------ | -
|                                                                           
|$ million                                                                   | 
|                                                                           
|                                                                            | 
|                                                                            |  | 2002        |        |   | 2001        | 
|                                                                            |  | As restated |        |   | As restated | 
|                                                                            |  |            
|                                                                            |  |             |       
|                                                                            |  | Shares      |        |   | Loans       |  |       | Total |  |  | Total  |  
|                                                                           
|                                                                            | 
|At January 1                                                                |  |             | 16,035 |   |             |  | 2,297 |       |  |  | 18,332 |   |  |  | 19,363 |  
|New investments                                                             |  |             | 684    |   |             |  | 605   |       |  |  | 1,289  |   |  |  | 1,074  |  
|Net asset transfers to/(from) associates,
    disposals and other movements |  |             | (2,027 | ) |             |  | (382  | )     |  |  | (2,409 | ) |  |  | (1,031 | )
|Net income                                                                  |  |             | 1,456  |   |             |  |      |       |  |  | 1,456  |   |  |  | 1,134  |  
|Dividends                                                                   |  |             | (1,571 | ) |             |  |      |       |  |  | (1,571 | ) |  |  | (1,800 | )
|Currency translation differences                                            |  |             | 743    |   |             |  | 108   |       |  |  | 851    |   |  |  | (408   | )
|                                                                           
|At December 31                                                              |  |             | 15,320 |   |             |  | 2,628 |       |  |  | 17,948 |   |  |  | 18,332 |  
|                                                                           

In 2002, the net asset transfers to/from
associates, disposals and other movements mainly comprise the
effects of the reclassification of Equilon from an associate to
a Group company consequent on the acquisition of the outstanding
44% interest. The amount in 2001 mainly relates to the effects
of the reclassification of Sakhalin Energy from an associate to
a Group company and repayments of loans.

Net income for 2002 includes $150 million
write-down in the carrying amount of InterGen (Gas & Power),
due to a reassessment of the impact of continued poor merchant
power market conditions in the USA and UK.



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20-F/A (Amendment No. 1) 2002




---



A summarised Statement of Assets and Liabilities
with respect to the Group share of investments in associated
companies is set out below:

|                      |  |           |        |  |      |  |        | 
|--------------------- |  | --------- | ------ |  | ---- |  | ------ | 
|                      |  |          
|                      |  | $ million |       
|                     
|                      | 
|                      |  | 2002      |        |  | 2001 | 
|                     
|                      | 
|Fixed assets          |  |           | 27,613 |  |      |  | 26,173 | 
|Current assets        |  |           | 7,029  |  |      |  | 7,841  | 
|                     
|Total assets          |  |           | 34,642 |  |      |  | 34,014 | 
|Current liabilities   |  |           | 7,107  |  |      |  | 8,588  | 
|Long-term liabilities |  |           | 9,587  |  |      |  | 7,094  | 
|                     
|Net assets            |  |           | 17,948 |  |      |  | 18,332 | 
|                     

An analysis by segment is shown in Note 24.

The Groups major investments in associated
companies at December 31, 2002 comprised:

|                           |                     |                |  |     |               |  |  |                 | 
|-------------------------- | ------------------- | -------------- |  | --- | ------------- |  |  | --------------- | 
|                          
|                           |                    
|Segment                    |                     | Country of     | 
|Name                       |                     | Group interest |  |     | incorporation | 
|                          
|                           |                    
|Exploration and Production |                     |                |  |     |               |  |  |                
|                           | Aera                |                |  | 52% |               |  |  | USA             | 
|                           | Brunei Shell        |                |  | 50% |               |  |  | Brunei          | 
|                           | Woodside            |                |  | 34% |               |  |  | Australia       | 
|Gas & Power                |                     |                |  |     |               |  |  |                
|                           | InterGen            |                |  | 68% |               |  |  | The Netherlands | 
|                           | Nigeria LNG         |                |  | 26% |               |  |  | Nigeria         | 
|Oil Products               |                     |                |  |     |               |  |  |                
|                           | Motiva              |                |  | 50% |               |  |  | USA             | 
|                           | Showa Shell         |                |  | 50% |               |  |  | Japan           | 
|Chemicals                  |                     |                |  |     |               |  |  |                
|                           | Basell              |                |  | 50% |               |  |  | The Netherlands | 
|                           | Saudi Petrochemical |                |  | 50% |               |  |  | Saudi Arabia    | 
|                          

Although the Group has a 52% investment in Aera
and a 68% investment in InterGen, the governing agreements and
constitutive documents for these entities do not allow the Group
to control these entities, as voting control is either split
50:50 between the shareholders or requires unanimous approval of
the shareholders or their representatives and, therefore, these
entities have not been consolidated.

(c) Transactions between Group companies
and associated companies

Transactions between Group and associated
companies mainly comprise sales and purchases of goods and
services in the ordinary course of business and in total
amounted to:

|                                  |  |           |        |  |      |  |        |      |  |  |        | 
|--------------------------------- |  | --------- | ------ |  | ---- |  | ------ | ---- |  |  | ------ | 
|                                  |  |          
|                                  |  | $ million |       
|                                 
|                                  | 
|                                  |  | 2002      |        |  | 2001 |  |        | 2000 | 
|                                 
|                                  | 
|Charges to associated companies   |  |           | 10,573 |  |      |  | 13,415 |      |  |  | 15,590 | 
|Charges from associated companies |  |           | 5,623  |  |      |  | 5,053  |      |  |  | 5,792  | 
|                                 

Balances outstanding at December 31, 2002
and 2001 in respect of the above transactions are shown in
Notes 13 and 17.

7   Interest and other
income

|                     |                 |           |     |     |      |  |       |      |  |  |     |     | 
|-------------------- | --------------- | --------- | --- | --- | ---- |  | ----- | ---- |  |  | --- | --- | 
|                     |                 |          
|                     |                 | $ million |    
|                    
|                     |                
|                     |                 | 2002      |     |     | 2001 |  |       | 2000 | 
|                    
|                     |                
|Group companies      |                 |           |     |     |      |  |       |      |  |  |     |    
|                     | Interest income |           |     | 491 |      |  |       | 784  |  |  |     | 627 | 
|                     | Other income    |           |     | 165 |      |  |       | 177  |  |  |     | 236 | 
|                    
|                     |                 |           | 656 |     |      |  | 961   |      |  |  | 863 |    
|Associated companies |                 |           | 102 |     |      |  | 98    |      |  |  | 111 |    
|                    
|                     |                 |           | 758 |     |      |  | 1,059 |      |  |  | 974 |    
|                    



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8   Interest expense

|                     |                              |           |       |     |      |  |       |      |  |  |       |     | 
|-------------------- | ---------------------------- | --------- | ----- | --- | ---- |  | ----- | ---- |  |  | ----- | --- | 
|                     |                              |          
|                     |                              | $ million |      
|                    
|                     |                             
|                     |                              | 2002      |       |     | 2001 |  |       | 2000 | 
|                    
|                     |                             
|Group companies      |                              |           |       |     |      |  |       |      |  |  |       |    
|                     | Interest incurred            |           |       | 956 |      |  |       | 662  |  |  |       | 877 | 
|                     | lessinterest
    capitalised |           |       | 43  |      |  |       | 32   |  |  |       | 51  | 
|                    
|                     |                              |           | 913   |     |      |  | 630   |      |  |  | 826   |    
|Associated companies |                              |           | 451   |     |      |  | 503   |      |  |  | 498   |    
|                    
|                     |                              |           | 1,364 |     |      |  | 1,133 |      |  |  | 1,324 |    
|                    

9   Taxation

(a) Taxation charge for the
year

|                     |                              |             |       |       |             |  |       |             |   |  |        |       | 
|-------------------- | ---------------------------- | ----------- | ----- | ----- | ----------- |  | ----- | ----------- | - |  | ------ | ----- | 
|                     |                              |            
|                     |                              | $ million   |      
|                    
|                     |                             
|                     |                              | 2002        |       |       | 2001        |  |       | 2000        |  
|                     |                              | As restated |       |       | As restated |  |       | As restated |  
|                    
|                     |                             
|Group companies      |                              |             |       |       |             |  |       |             |   |  |        |      
|                     | Current tax charge           |             |       | 6,727 |             |  |       | 7,722       |   |  |        | 9,251 | 
|                     | Deferred tax charge/(credit) |             |       | 67    |             |  |       | (405        | ) |  |        | 583   | 
|                    
|                     |                              |             | 6,794 |       |             |  | 7,317 |             |   |  | 9,834  |      
|Associated companies |                              |             | 1,002 |       |             |  | 1,087 |             |   |  | 1,515  |      
|                    
|                     |                              |             | 7,796 |       |             |  | 8,404 |             |   |  | 11,349 |      
|                    

Reconciliations of the expected tax charge of
Group companies to the actual tax charge are as follows:

|                                       |  |             |       |   |             |  |       |             |  |  |       |  
|-------------------------------------- |  | ----------- | ----- | - | ----------- |  | ----- | ----------- |  |  | ----- | -
|                                       |  |            
|                                       |  | $ million   |      
|                                      
|                                       | 
|                                       |  | 2002        |       |   | 2001        |  |       | 2000        | 
|                                       |  | As restated |       |   | As restated |  |       | As restated | 
|                                      
|                                       | 
|Expected tax charge at statutory rates |  |             | 6,646 |   |             |  | 7,439 |             |  |  | 9,839 |  
|Adjustments in respect of prior years  |  |             | (251  | ) |             |  | (258  | )           |  |  | (89   | )
|Other reconciling items                |  |             | 399   |   |             |  | 136   |             |  |  | 84    |  
|                                      
|Taxation charge of Group companies     |  |             | 6,794 |   |             |  | 7,317 |             |  |  | 9,834 |  
|                                      

The taxation charge of Group companies includes
not only income taxes of general application but also income
taxes at special rates levied on income from Exploration and
Production activities and various additional income and other
taxes to which these activities are subject.

Tax adjustments in respect of prior years relate
to events in the current period and reflect the effects of
changes in rules, facts or other factors compared to those used
in establishing the tax position or deferred tax balance.

Other reconciling items in 2002 include
$415 million due to the increase in UK upstream corporate
tax rate during the year.

(b) Taxes payable

|                                                                       |  |             |       |  |      |  |       | 
|---------------------------------------------------------------------- |  | ----------- | ----- |  | ---- |  | ----- | 
|                                                                      
|$ million                                                              | 
|                                                                       | 
|                                                                       |  | 2002        |       |  |     
|                                                                       |  | As restated |       |  | 2001 | 
|                                                                       |  |             |       | 
|                                                                      
|                                                                       | 
|Taxes on activities of Group companies                                 |  |             | 1,988 |  |      |  | 2,220 | 
|Sales taxes, excise duties and similar levies
    and social law taxes |  |             | 2,997 |  |      |  | 2,274 | 
|                                                                      
|                                                                       |  |             | 4,985 |  |      |  | 4,494 | 
|                                                                      



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(c) Provision for deferred
taxation

The provision for deferred taxation comprises the
following tax effects of temporary differences:

|                                     |                                       |             |         |        |             |  |        |        |  
|------------------------------------ | ------------------------------------- | ----------- | ------- | ------ | ----------- |  | ------ | ------ | -
|                                    
|$ million                            |                                      
|                                     |                                      
|                                     |                                       | 2002        |         |        | 2001        | 
|                                     |                                       | As restated |         |        | As restated | 
|                                     |                                       |             |         |       
|                                    
|                                     |                                      
|Tangible and intangible fixed assets |                                       |             | 16,837  |        |             |  | 9,107  |       
|Other items                          |                                       |             | 3,504   |        |             |  | 3,169  |       
|                                    
|Total deferred tax liabilities       |                                       |             | 20,341  |        |             |  | 12,276 |       
|                                    
|Tax losses carried forward           |                                       |             | (2,171  | )      |             |  | (1,642 | )     
|Provisions                           |                                       |             |         |        |             |  |        |       
|                                     | Pensions and similar obligations      |             |         | (1,293 | )           |  |        | (671   | )
|                                     | Decommissioning and restoration costs |             |         | (1,700 | )           |  |        | (1,162 | )
|                                     | Environmental and other provisions    |             |         | (445   | )           |  |        | (322   | )
|Other items                          |                                       |             | (4,510  | )      |             |  | (2,936 | )     
|                                    
|Total deferred tax assets            |                                       |             | (10,119 | )      |             |  | (6,733 | )     
|Asset valuation allowance            |                                       |             | 2,474   |        |             |  | 1,630  |       
|                                    
|Net deferred tax assets              |                                       |             | (7,645  | )      |             |  | (5,103 | )     
|                                    
|Net deferred tax liability           |                                       |             | 12,696  |        |             |  | 7,173  |       
|                                    

The increase in temporary differences for
tangible and intangible fixed assets includes the deferred tax
assumed on acquisition of Enterprise Oil (see Note 10).

The Group has tax losses carried forward
amounting to $6,687 million at December 31, 2002. Of
these, $5,108 million can be carried forward indefinitely.
The remaining $1,579 million expires in the following years:

|            |  |           |     | 
|----------- |  | --------- | --- | 
|            |  | $ million
|            |  |          
|           
|           
|2003        |  |           | 97  | 
|2004        |  |           | 160 | 
|2005        |  |           | 342 | 
|2006        |  |           | 142 | 
|2007  2011 |  |           | 65  | 
|2012  2017 |  |           | 773 | 
|           



Royal Dutch/Shell Group of
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10 Tangible and intangible fixed
assets

|                                                                                                                    |  |             |         |       |             |  |       |            |  |       |            |  |       |       |       |  |       |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | ----- | ----------- |  | ----- | ---------- |  | ----- | ---------- |  | ----- | ----- | ----- |  | ----- |  | ------- | - |  |  | ------- | -
|                                                                                                                    |  |             |         |      
|                                                                                                                    |  | 2002        |         |       | 2001        | 
|                                                                                                                    |  | As restated |         |       | As restated | 
|                                                                                                                    |  |             |         |       |             | 
|                                                                                                                    |  |             |         | Other |             |  | Total |            |  | Total |            |  | Total |      
|                                                                                                                    |  | Tangible    |         |       | Goodwill    |  |       | intangible |  |       | intangible |  |       | Group |       |  | Group | 
|                                                                                                                    |  |             |         |       |             |  |       |            |  |       |            | 
|                                                                                                                   
|                                                                                                                    | 
|Cost                                                                                                                |  |             |         |       |             |  |       |            |  |       |            |  |       |       |       |  |       |  |         |   |  |  |         |  
|At January 1                                                                                                        |  |             | 117,542 |       |             |  | 1,512 |            |  |       | 902        |  |       |       | 2,414 |  |       |  | 119,956 |   |  |  | 113,891 |  
|Capital expenditure                                                                                                 |  |             | 11,755  |       |             |  | 129   |            |  |       | 218        |  |       |       | 347   |  |       |  | 12,102  |   |  |  | 9,598   |  
|Assets assumed on acquisitions (Enterprise Oil,
    Pennzoil-Quaker State and DEA and additional shares in Equilon) |  |             | 20,178  |       |             |  | 1,743 |            |  |       | 1,364      |  |       |       | 3,107 |  |       |  | 23,285  |   |  |  |        |  
|Sales, retirements and other movements
    a                                                                        |  |             | (1,746  | )     |             |  | 30    |            |  |       | 410        |  |       |       | 440   |  |       |  | (1,306  | ) |  |  | (589    | )
|Currency translation differences                                                                                    |  |             | 9,770   |       |             |  | 86    |            |  |       | 64         |  |       |       | 150   |  |       |  | 9,920   |   |  |  | (2,944  | )
|                                                                                                                   
|At December 31                                                                                                      |  |             | 157,499 |       |             |  | 3,500 |            |  |       | 2,958      |  |       |       | 6,458 |  |       |  | 163,957 |   |  |  | 119,956 |  
|                                                                                                                   
|Depreciation                                                                                                        |  |             |         |       |             |  |       |            |  |       |            |  |       |       |       |  |       |  |         |   |  |  |         |  
|At January 1                                                                                                        |  |             | 66,615  |       |             |  | 1,147 |            |  |       | 328        |  |       |       | 1,475 |  |       |  | 68,090  |   |  |  | 65,906  |  
|Depreciation, depletion and amortisation charge                                                                     |  |             | 8,416   |       |             |  | 13    |            |  |       | 192        |  |       |       | 205   |  |       |  | 8,621   |   |  |  | 6,201   |  
|Sales, retirements and other movements                                                                              |  |             | (1,539  | )     |             |  | (27   | )          |  |       | 42         |  |       |       | 15    |  |       |  | (1,524  | ) |  |  | (2,295  | )
|Currency translation differences                                                                                    |  |             | 5,320   |       |             |  | 43    |            |  |       | 24         |  |       |       | 67    |  |       |  | 5,387   |   |  |  | (1,722  | )
|                                                                                                                   
|At December 31                                                                                                      |  |             | 78,812  |       |             |  | 1,176 |            |  |       | 586        |  |       |       | 1,762 |  |       |  | 80,574  |   |  |  | 68,090  |  
|                                                                                                                   
|Net 2002                                                                                                            |  |             | 78,687  |       |             |  | 2,324 |            |  |       | 2,372      |  |       |       | 4,696 |  |       |  | 83,383  |   |  |  |         |  
|                                                                                                                   
|2001                                                                                                                |  |             | 50,927  |       |             |  | 365   |            |  |       | 574        |  |       |       | 939   |  |       |  |         |   |  |  | 51,866  |  
|                                                                                                                   

Intangible fixed assets include $1.1 billion
in respect of Pennzoil and Quaker State trademarks acquired.
These are being amortised over an estimated useful life of forty
years. Continued brand maintenance in addition to the
established long-term leadership of these brands in automotive
lubricants and vehicle care markets support this estimate.

Tangible fixed assets at year-end, capital
expenditure, together with acquisitions and new investments in
associated companies, and the depreciation, depletion and
amortisation charges are shown in Note 24, classified,
consistent with oil and gas industry practice, according to
operating activities. Such a classification, rather than one
according to type of asset, is given in order to permit a better
comparison with other companies having similar activities.

The net balances at December 31 include:

|                                                                      |                                                                                        |             |        |       |             |  |       |       | 
|--------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | ----------- | ------ | ----- | ----------- |  | ----- | ----- | 
|                                                                     
|$ million                                                             |                                                                                       
|                                                                      |                                                                                       
|                                                                      |                                                                                        | 2002        |        |       | 2001        | 
|                                                                      |                                                                                        | As restated |        |       | As restated | 
|                                                                      |                                                                                        |             |        |      
|                                                                     
|                                                                      |                                                                                       
|Capitalised costs in respect of assets not yet
    used in operations |                                                                                        |             |        |       |             |  |       |      
|                                                                      | Unproved properties                                                                    |             |        | 4,443 |             |  |       | 2,218 | 
|                                                                      | Proved properties under development and other
    assets in the course of construction |             |        | 6,814 |             |  |       | 5,941 | 
|                                                                     
|                                                                      |                                                                                        |             | 11,257 |       |             |  | 8,159 |      
|                                                                     

Depreciation, depletion and amortisation charges
for the year in the table above are included within the
following expense headings in the Statement of Income:

|                                  |  |             |       |  |             |  |       |             |  |  |       | 
|--------------------------------- |  | ----------- | ----- |  | ----------- |  | ----- | ----------- |  |  | ----- | 
|                                 
|$ million                         | 
|                                  | 
|                                  |  | 2002        |       |  | 2001        |  |       | 2000        | 
|                                  |  | As restated |       |  | As restated |  |       | As restated | 
|                                  |  |             |       |  |             | 
|                                 
|                                  | 
|Cost of sales                     |  |             | 7,351 |  |             |  | 5,071 |             |  |  | 6,822 | 
|Selling and distribution expenses |  |             | 1,095 |  |             |  | 1,007 |             |  |  | 1,087 | 
|Administrative expenses           |  |             | 62    |  |             |  | 53    |             |  |  | 57    | 
|Exploration                       |  |             | 80    |  |             |  | 42    |             |  |  | 10    | 
|Research and development          |  |             | 33    |  |             |  | 28    |             |  |  | 42    | 
|                                 
|                                  |  |             | 8,621 |  |             |  | 6,201 |             |  |  | 8,018 | 
|                                 



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Depreciation, depletion and amortisation charges
for 2002 include $191 million (2001: $88 million;
2000: $1,345 million) relating to the impairment of
tangible fixed assets, and $6 million (2001: nil;
2000: $440 million) relating to the impairment of
intangible fixed assets. Such charges are recorded within cost
of sales. The impairment charges relate to assets held for use
(2002: $105 million; 2001: nil; 2000:
$1,433 million) and to assets held for sale (2002:
$92 million; 2001: $88 million; 2000:
$352 million). For 2002 the majority of the impairment
charges (in total $197 million) were in Oil Products,
reflecting plans in the USA to close surplus base oil production
facilities, the closure of the Pililla base oil and bitumen
refinery in the Philippines and a change in outlook for
liquefied petroleum gas assets in Argentina coupled with the
countrys economic downturn. For 2001, the impairment
charges (in total $88 million) were mainly in Chemicals,
reflecting plans to close the Taft polymer plant and close a
catalyst production line in the USA, and in Renewables based on
bids received for their South American forestry assets. The
majority of the impairment charges in 2000 were in Oil Products
($824 million), mainly resulting from a downward revision in the
long-term expectation for certain refinery margins, and in
Gas & Power ($697 million), mainly resulting from
restructuring of the business in the USA.

Net fixed assets at December 31, 2002
include assets held for sale totalling $0.2 billion (2001:
$0.8 billion; 2000: $0.9 billion), consisting
primarily of assets in Chemicals and Other industry segments. It
is expected that the sales of these assets will occur in 2003.
Operating losses included in the Statement of Income relating to
these assets totalled $37 million in 2002 (2001:
$49 million; 2000: $33 million).

2002 acquisitions

Exploration and Production

The Group acquired all the outstanding shares of
Enterprise Oil in the second quarter of 2002 for aggregate cash
consideration of $5.3 billion and assumed debt of
$2.4 billion to strengthen the Groups upstream
portfolio, adding new developments and exploration acreage in
several countries.


Oil Products

Following the merger of Chevron and Texaco, the
Group acquired the outstanding shares (44%) in Equilon in the
first quarter 2002 for aggregate cash consideration of
$1.8 billion and assumed debt of $2.3 billion. Prior
to the acquisition of the remaining shares in Equilon, the Group
accounted for its investment in Equilon as an associated company
since the governing agreements and constitutive documents for
Equilon did not permit the Group to control it. This acquisition
provides the Group with the opportunity to gain further presence
in the US market, which is key to the Oil Products business.


The Group formed DEA, a joint venture with RWE
AG, in the first quarter of 2002 to provide the Group with an
enhanced position in Germany, the largest oil products market in
Europe. Under the relevant governing agreements and constitutive
documents, the Group has controlled DEA since its formation and
as a result has included DEA in the Groups consolidated
results throughout 2002. The Group acquired the remaining shares
in DEA in the third quarter of 2002 for an aggregate cash
consideration of $1.3 billion, payable in July 2003.

The Group acquired all the outstanding shares of
Pennzoil-Quaker State Company (PQS) in the fourth quarter of
2002 for aggregate cash consideration of $1.9 billion and
assumed debt of $1.3 billion, aligned with the Groups
strategy to become a leader in the global lubricants market by
strengthening its position in the USA.

The following table sets forth the fair values of
assets acquired, and liabilities assumed, in these acquisitions,
including for Enterprise Oil $6.6 billion of rights and
concessions and for PQS $1.1 billion of trademarks and
$1.7 billion of goodwill (of which $0.3 billion is
tax-deductible) recognised as a reflection of the value of
growth opportunities.



Royal Dutch/Shell Group of
Companies      G19




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---



|                                                                 |                |                 |           |  |          |  |        |       |  |  |        |       | 
|---------------------------------------------------------------- | -------------- | --------------- | --------- |  | -------- |  | ------ | ----- |  |  | ------ | ----- | 
|                                                                
|2002                                                             |                |                 | $ million | 
|                                                                
|                                                                 |               
|                                                                 |                | Exploration and |           |  | Oil      |  |        |      
|                                                                 |                | Production      |           |  | Products |  |        | Total | 
|                                                                 |                |                 |           |  |          | 
|                                                                
|                                                                 |               
|Tangible and intangible fixed assets                             |                |                 | 11,286    |  |          |  | 11,999 |       |  |  | 23,285 |      
|                                                                 | including:     |                 |           |  |          |  |        |       |  |  |        |       | 
|                                                                 | PQS goodwill   |                 |           |  |          |  |        | 1,743 |  |  |        | 1,743 | 
|                                                                 | PQS trademarks |                 |           |  |          |  |        | 1,101 |  |  |        | 1,101 | 
|Other assets                                                     |                |                 | 736       |  |          |  | 5,772  |       |  |  | 6,508  |      
|                                                                
|Total assets acquired                                            |                |                 | 12,022    |  |          |  | 17,771 |       |  |  | 29,793 |      
|                                                                
|Current liabilities (excluding debt)                             |                |                 | 252       |  |          |  | 3,609  |       |  |  | 3,861  |      
|Debt                                                             |                |                 | 2,359     |  |          |  | 3,608  |       |  |  | 5,967  |      
|Deferred taxation                                                |                |                 | 3,771     |  |          |  | 638    |       |  |  | 4,409  |      
|Other long-term liabilities and provisions                       |                |                 | 346       |  |          |  | 2,220  |       |  |  | 2,566  |      
|                                                                
|Total liabilities assumed                                        |                |                 | 6,728     |  |          |  | 10,075 |       |  |  | 16,803 |      
|                                                                
|Less: Existing
    equity in Equilon                             |                |                 |           |  |          |  | 2,730  |       |  |  | 2,730  |      
|                                                                
|Purchase considerationa                                          |                |                 | 5,294     |  |          |  | 4,966  |       |  |  | 10,260 |      
|                                                                
|                                                                
|a  Includes $1.3 billion relating
    to DEA, paid in July 2003.

Pro forma information
(unaudited)

Pro forma information for the Group, as if the
four companies had been purchased (and paid for) on
1 January, 2001, is presented below.


|                                |                |              |         |       |            |  |         |        |  |  |       |     |   |  |        |     | 
|------------------------------- | -------------- | ------------ | ------- | ----- | ---------- |  | ------- | ------ |  |  | ----- | --- | - |  | ------ | --- | 
|                               
|$ million                       |               
|                                |               
|                                |                |              |         |      
|                                |                | Net proceeds |         |       | Net income | 
|                                |                |              |         |       |            | 
|                                |                | 2002         |         |       | 2001       |  |         | 2002   |  |  | 2001  |    
|                                |                |              |         |       |            |  |         |       
|                               
|                                |               
|As reported                     |                |              | 179,315 |       |            |  | 135,131 |        |  |  | 9,722 |     |   |  | 10,350 |    
|Results before financing costs: |                |              |         |       |            |  |         |        |  |  |       |     |   |  |        |    
|                                | Enterprise Oil |              |         | 403   |            |  |         | 2,002  |  |  |       | (32 | ) |  |        | 94  | 
|                                | Equilon        |              |         |      |            |  |         | 44,463 |  |  |       |    |   |  |        | 45  | 
|                                | DEA            |              |         |      |            |  |         | 6,422  |  |  |       | (27 | ) |  |        | 153 | 
|                                | PQS            |              |         | 1,691 |            |  |         | 2,315  |  |  |       | 81  |   |  |        | 117 | 
|Financing costs (after tax)     |                |              |         |       |            |  |         |        |  |  | (165  | )   |   |  | (461   | )  
|                               
|Pro forma                       |                |              | 181,409 |       |            |  | 190,333 |        |  |  | 9,579 |     |   |  | 10,298 |    
|                               

|                                                             |  |          |      |  |       |  |      |          |  |  |       |  |  |  |      | 
|------------------------------------------------------------ |  | -------- | ---- |  | ----- |  | ---- | -------- |  |  | ----- |  |  |  | ---- | 
|                                                            
|($)                                                          | 
|                                                             | 
|                                                             |  |          |      | 
|                                                             |  | 2002     |      |  | 2001  | 
|                                                             |  |          |      |  |       | 
|                                                             |  | As       |      |  | Pro   |  |      | As       |  |  | Pro   | 
|                                                             |  | reported |      |  | forma |  |      | reported |  |  | forma | 
|                                                             |  |          |      |  |       |  |      |         
|                                                            
|                                                             | 
|Basic earnings per share attributable to Royal
    Dutch     |  |          | 2.83 |  |       |  | 2.79 |          |  |  | 2.96  |  |  |  | 2.95 | 
|Diluted earnings per share attributable to Royal
    Dutch   |  |          | 2.83 |  |       |  | 2.79 |          |  |  | 2.96  |  |  |  | 2.95 | 
|Basic earnings per ADR attributable to Shell
    Transport   |  |          | 2.43 |  |       |  | 2.39 |          |  |  | 2.55  |  |  |  | 2.53 | 
|Diluted earnings per ADR attributable to Shell
    Transport |  |          | 2.43 |  |       |  | 2.39 |          |  |  | 2.54  |  |  |  | 2.53 | 
|                                                            

The pro forma information above is based on the
following:



|  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the preparation of this information has required
    use of certain estimates, utilising both pre- and
    post-acquisition data, in particular for fully-integrated
    businesses;                                                                                                                                                                                                                              
| 
| | where applicable, pro forma amounts have been
    calculated taking into account additional depreciation,
    depletion or amortisation resulting from fair value accounting,
    and have been adjusted on to a US GAAP basis. The Group
    accounting policies as in effect in 2002 have been applied,
    adjusted to reflect changes in 2003 which have resulted in the
    restatement of prior information;
| 
| | financing costs comprise additional interest
    charges on the purchase considerations, plus the acquired
    companies interest charges on their existing debt up to
    the date of acquisition;                                                                                                                                                                                                              



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|  |                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | taxes have been calculated using the relevant
    statutory rate for each of the jurisdictions involved. A tax
    rate of 35% has been applied to calculate the tax relief on the
    interest charge on Group debt incurred to finance the
    acquisitions;                                                               
| 
| | for 2001, pro forma data is provided for all
    acquisitions for the entire year. Both Equilon and DEA were
    included in Group results for all of 2002. For Enterprise Oil,
    the first quarter of 2002 is on a pro forma basis and for PQS
    the first three quarters of 2002 are reported on a pro forma
    basis;
| 
| | PQS trademarks are being amortised over
    40 years, with no residual value expected; and                                                                                                                                                                                                                                   
| 
| | restructuring costs incurred have remained in the
    period originally recorded. The Equilon acquisition resulted in
    a restructuring expense of approximately $300 million
    (pre-tax) in 2001.                                                                                                                       

11 Other long-term assets

Reflecting their non-current nature, deferred
charges and prepayments due after one year and other non-current
assets are presented separately as Other long-term
assets. At December 31, 2002 these include
$6,766 million (2001: $6,487 million) of deferred
charges and prepayments (including amounts in respect of risk
management activities), of which $4,506 million (2001:
$4,714 million) relates to prepaid pension costs.

12 Inventories

|                                 |  |             |        |  |             |  |       | 
|-------------------------------- |  | ----------- | ------ |  | ----------- |  | ----- | 
|                                
|$ million                        | 
|                                 | 
|                                 |  | 2002        |        |  | 2001        | 
|                                 |  | As restated |        |  | As restated | 
|                                 |  |             |        | 
|                                
|                                 | 
|Inventories of oil and chemicals |  |             | 10,423 |  |             |  | 5,943 | 
|Inventories of materials         |  |             | 915    |  |             |  | 637   | 
|                                
|                                 |  |             | 11,338 |  |             |  | 6,580 | 
|                                

13 Accounts receivable

|                                     |  |             |        |  |      |  |        | 
|------------------------------------ |  | ----------- | ------ |  | ---- |  | ------ | 
|                                    
|$ million                            | 
|                                     | 
|                                     |  | 2002        |        |  |     
|                                     |  | As restated |        |  | 2001 | 
|                                     |  |             |        | 
|                                    
|                                     | 
|Trade receivables                    |  |             | 15,475 |  |      |  | 9,824  | 
|Amounts owed by associated companies |  |             | 4,834  |  |      |  | 1,875  | 
|Other receivables                    |  |             | 3,458  |  |      |  | 2,692  | 
|Deferred charges and prepayments     |  |             | 4,994  |  |      |  | 3,076  | 
|                                    
|                                     |  |             | 28,761 |  |      |  | 17,467 | 
|                                    

Provisions for doubtful items deducted from
accounts receivable amounted to $415 million at
December 31, 2002 (2001: $312 million). Deferred
charges and prepayments include amounts in respect of risk
management activities.

14 Securities

(a) Investments 
securities

Investments  securities mainly
comprises a portfolio of equity and debt securities required to
be held long-term by the Group insurance companies as security
for their insurance activities. These securities are classified
as available for sale. Of these, $689 million at
December 31, 2002 (2001: $590 million) are debt
securities. The maturities of $362 million of these are
between two and five years, and those of $312 million
exceed five years.


(b) Short-term securities (including
those classified as cash equivalents)

The total carrying amount of short-term
securities, including those classified as cash equivalents, is
$49 million at December 31, 2002 (2001:
$2,233 million). Of these, none is of a trading nature
(2001: $2,177 million). The remainder are debt securities
which are classified as available for sale.


Short-term securities at December 31, 2002
amounting to $4 million (2001: $189 million) are
listed on recognised stock exchanges.



Royal Dutch/Shell Group of
Companies      G21




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15 Debt

(a) Short-term debt

|                                                                                                          |  |      |        |  |      |  |       | 
|--------------------------------------------------------------------------------------------------------- |  | ---- | ------ |  | ---- |  | ----- | 
|                                                                                                         
|$ million                                                                                                 | 
|                                                                                                          | 
|                                                                                                          |  | 2002 |        |  | 2001 | 
|                                                                                                          |  |      |        | 
|                                                                                                         
|                                                                                                          | 
|Debentures and other loans                                                                                |  |      | 9,963  |  |      |  | 1,636 | 
|Amounts due to banks and other credit
    institutions (including long-term debt due within
    one year) |  |      | 2,846  |  |      |  | 2,344 | 
|                                                                                                         
|                                                                                                          |  |      | 12,809 |  |      |  | 3,980 | 
|Capitalised lease obligations                                                                             |  |      | 65     |  |      |  | 8     | 
|                                                                                                         
|Short-term debt                                                                                           |  |      | 12,874 |  |      |  | 3,988 | 
|lesslong-term debt
    due within one year                                                                |  |      | 2,253  |  |      |  | 1,682 | 
|                                                                                                         
|Short-term debt excluding
    long-term debt due within one year                                          |  |      | 10,621 |  |      |  | 2,306 | 
|                                                                                                         

In 2001, $1.3 billion of non-recourse debt
owed by a company (Group interest 64%) was reclassified as
short-term debt when a debt covenant (the interest cover ratio)
was breached. This covenant breach is continuing and the company
has defaulted on $115 million of scheduled principal
payments in 2002.

The following relates only to short-term debt
excluding long-term debt due within one year:

|                                                         |                                   |      |        |    |      |  |       |     | 
|-------------------------------------------------------- | --------------------------------- | ---- | ------ | -- | ---- |  | ----- | --- | 
|                                                        
|$ million                                                |                                  
|                                                         |                                  
|                                                         |                                   | 2002 |        |    | 2001 | 
|                                                         |                                   |      |        |   
|                                                        
|                                                         |                                  
|Maximum amount outstanding at the end of any
    quarter |                                   |      | 13,098 |    |      |  | 2,306 |    
|Average amount outstanding                               |                                   |      | 8,153  |    |      |  | 1,859 |    
|Amounts due to banks and other credit institutions       |                                   |      | 2,378  |    |      |  | 2,039 |    
|Unused lines of short-term credit                        |                                   |      | 3,625  |    |      |  | 3,679 |    
|Approximate average interest rate on:                    |                                   |      |        |    |      |  |       |    
|                                                         | average amount outstanding        |      |        | 3% |      |  |       | 11% | 
|                                                         | amount outstanding at December 31 |      |        | 3% |      |  |       | 9%  | 
|                                                        

The amount outstanding at December 31, 2002
includes $6,908 million of fixed rate and
$1,364 million of variable rate dollar debt at an average
interest rate of 2% and 3% respectively.

(b) Long-term debt

|                                                                |  |      |       |  |      |  |       | 
|--------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|                                                               
|$ million                                                       | 
|                                                               
|                                                                | 
|                                                                |  | 2002 |       |  | 2001 | 
|                                                               
|                                                                | 
|Debentures and other loans                                      |  |      | 5,523 |  |      |  | 937   | 
|Amounts due to banks and other credit institutions              |  |      | 794   |  |      |  | 667   | 
|                                                               
|                                                                |  |      | 6,317 |  |      |  | 1,604 | 
|Capitalised lease obligations                                   |  |      | 500   |  |      |  | 228   | 
|                                                               
|Long-term debt                                                  |  |      | 6,817 |  |      |  | 1,832 | 
|addlong-term debt
    due within one year                       |  |      | 2,253 |  |      |  | 1,682 | 
|                                                               
|Long-term debt including long-term debt due
    within one year |  |      | 9,070 |  |      |  | 3,514 | 
|                                                               

The following relates to long-term debt including
the short-term part but excluding capitalised lease obligations.

Long-term debt denominated in dollars amounted to
$5,165 million at December 31, 2002 (2001:
$2,904 million). The majority of the amount at
December 31, 2002 is fixed rate debt with an average
interest rate of 4%; non-dollar denominated debt comprised
mainly fixed rate debt at an average interest rate of 4%. The
approximate weighted average interest rate in 2002 was 2% for
dollar debt and 3% for total debt.



G22 Royal
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The aggregate maturities of long-term debts are:

|               |  |           |       | 
|-------------- |  | --------- | ----- | 
|               |  | $ million |      
|              
|               | 
|2003           |  |           | 2,188 | 
|2004           |  |           | 1,190 | 
|2005           |  |           | 926   | 
|2006           |  |           | 1,268 | 
|2007           |  |           | 2,153 | 
|2008 and after |  |           | 780   | 
|              

During 2002, the Medium Term Note and Commercial
Paper Facilities have been increased to a total level of
$26.0 billion. As at December 31, 2002, debt
outstanding under central borrowing programmes, which includes
these facilities, totalled $13.9 billion with the remaining
indebtedness raised by Group companies with no recourse beyond
the immediate borrower and/or the local assets.

In accordance with the risk management policy,
Group companies have entered into interest rate swap agreements
against most of the fixed rate debt. The use of interest rate
swaps is further discussed in Note 28.

16 Commitments

(a) Leasing arrangements

The future minimum lease payments under operating
leases and capital leases, and the present value of net minimum
capital lease payments at December 31, 2002 are as follows:


|                                                        |  |           |       |  |         |  |     | 
|------------------------------------------------------- |  | --------- | ----- |  | ------- |  | --- | 
|                                                       
|$ million                                               | 
|                                                        | 
|                                                        |  | Operating |       |  | Capital | 
|                                                        |  | leases    |       |  | leases  | 
|                                                        |  |           |       | 
|                                                       
|                                                        | 
|2003                                                    |  |           | 1,906 |  |         |  | 91  | 
|2004                                                    |  |           | 1,192 |  |         |  | 52  | 
|2005                                                    |  |           | 806   |  |         |  | 51  | 
|2006                                                    |  |           | 647   |  |         |  | 49  | 
|2007                                                    |  |           | 512   |  |         |  | 56  | 
|2008 and after                                          |  |           | 3,553 |  |         |  | 495 | 
|                                                       
|Total minimum payments                                  |  |           | 8,616 |  |         |  | 794 | 
|                                                       
|lessexecutory costs
    and interest                    |  |           |       |  |         |  | 229 | 
|                                                       
|Present value of net minimum capital lease
    payments |  |           |       |  |         |  | 565 | 
|                                                       

The figures above for operating lease payments
represent minimum commitments existing at December 31, 2002
and are not a forecast of future total rental expense.

Total rental expense for all operating leases was
as follows:

|                   |  |      |       |   |      |  |       |      |  |  |       |  
|------------------ |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                  
|$ million          | 
|                   | 
|                   |  | 2002 |       |   | 2001 |  |       | 2000 | 
|                   |  |      |       |   |      | 
|                  
|                   | 
|Minimum rentals    |  |      | 1,557 |   |      |  | 1,377 |      |  |  | 1,197 |  
|Contingent rentals |  |      | 104   |   |      |  | 105   |      |  |  | 121   |  
|Sub-lease rentals  |  |      | (300  | ) |      |  | (174  | )    |  |  | (107  | )
|                  
|                   |  |      | 1,361 |   |      |  | 1,308 |      |  |  | 1,211 |  
|                  



Royal Dutch/Shell Group of
Companies      G23




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---



(b) Long-term purchase
obligations

Group companies have unconditional long-term
purchase obligations associated with financing arrangements. The
aggregate amount of payments required under such obligations at
December 31, 2002 is as follows:


|                                                                                                 |  |  |       | 
|------------------------------------------------------------------------------------------------ |  |  | ----- | 
|                                                                                                
|$ milliona                                                                                       | 
|                                                                                                 | 
|2003                                                                                             |  |  | 318   | 
|2004                                                                                             |  |  | 285   | 
|2005                                                                                             |  |  | 236   | 
|2006                                                                                             |  |  | 219   | 
|2007                                                                                             |  |  | 212   | 
|2008 and after                                                                                   |  |  | 2,301 | 
|                                                                                                
|                                                                                                 |  |  | 3,571 | 
|                                                                                                
|a  Includes reclassification of certain purchase obligations in Canada, in this Amendment No. 1.

The agreements under which these unconditional
purchase obligations arise relate mainly to the purchase of
chemicals feedstock, utilities and to the use of pipelines.

Payments under these agreements, which include
additional sums depending upon actual quantities of supplies,
amounted to $360 million in 2002 (2001: $309 million).

(c) Long-term power capacity
obligations

Group companies have obligations under certain
power generation contracts (tolling agreements) at
December 31, 2002 amounting to $6.9 billion (2001:
$7.4 billion), of which $0.7 billion (2001:
$0.7 billion) is conditional upon the exercise of a renewal
option by the owner of one of the plants. ($2.2 billion of
the amount at December 31, 2001 was conditional upon the
ability of power plant owners to secure financing.) The timing
of the payments under such obligations at December 31, 2002
is as follows:


|               |  |  |       | 
|-------------- |  |  | ----- | 
|              
|$ million      | 
|               | 
|2003           |  |  | 169   | 
|2004           |  |  | 308   | 
|2005           |  |  | 338   | 
|2006           |  |  | 330   | 
|2007           |  |  | 333   | 
|2008 and after |  |  | 5,392 | 
|              
|               |  |  | 6,870 | 
|              

The fair value of tolling agreements at
December 31, 2002 and December 31, 2001, which are
included in assets and liabilities in respect of risk management
activities (see Notes 13 and 17), and the resultant effect
on net income for 2002, 2001 and 2000, was not significant.

17 Accounts payable and accrued
liabilities

|                                    |  |             |        |  |      |  |        | 
|----------------------------------- |  | ----------- | ------ |  | ---- |  | ------ | 
|                                   
|$ million                           | 
|                                    | 
|                                    |  | 2002        |        |  |     
|                                    |  | As restated |        |  | 2001 | 
|                                    |  |             |        | 
|                                   
|                                    | 
|Trade payables                      |  |             | 13,049 |  |      |  | 8,476  | 
|Amounts due to associated companies |  |             | 2,075  |  |      |  | 1,070  | 
|Pensions and similar obligations    |  |             | 250    |  |      |  | 193    | 
|Other payables                      |  |             | 10,699 |  |      |  | 4,677  | 
|Accruals and deferred income        |  |             | 6,116  |  |      |  | 4,468  | 
|                                   
|                                    |  |             | 32,189 |  |      |  | 18,884 | 
|                                   

Other payables include amounts in respect of risk
management activities and, at December 31, 2002,
$1.3 billion for the acquisition of DEA, payable in July
2003.

18 Long-term liabilities 
Other

This includes amounts in respect of risk
management activities, advance payments under long-term supply
contracts, deposits, liabilities under staff benefit programmes,
deferred income and environmental liabilities. The amount
includes $926 million at



G24 Royal
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20-F/A (Amendment No. 1) 2002




---



December 31, 2002 (2001: $754 million)
which does not fall due until more than five years after the
respective balance sheet dates.


19 Statement of Cash Flows

This statement reflects the cash flows arising
from the activities of Group companies as measured in their own
currencies, translated to dollars at quarterly average rates of
exchange.

Accordingly, the cash flows recorded in the
Statement of Cash Flows exclude both the currency translation
differences which arise as a result of translating the assets
and liabilities of non-dollar Group companies to dollars at
year-end rates of exchange (except for those arising on cash and
cash equivalents) and non-cash investing and financing
activities. These currency translation differences and non-cash
investing and financing activities must therefore be added to
the cash flow movements at average rates in order to arrive at
the movements derived from the Statement of Assets and
Liabilities.

|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ------------ |  | ------ | --------- |  | ------------ | ----------- | - |  |  | ------- | -
|                                                                                                                          |  |             
|2002 (as restated)                                                                                                        |  | $ million    |       
|                                                                                                                         
|                                                                                                                          | 
|                                                                                                                          |  | Movements    |       
|                                                                                                                          |  | Movements    |        |   | Movements    |  |        |           |  | derived from |            
|                                                                                                                          |  | from         |        |   | arising from |  |        |           |  | Statement of |            
|                                                                                                                          |  | Statement of |        |   | currency     |  |        | Non-cash  |  |              | Assets and  |  
|                                                                                                                          |  | Cash Flows   |        |   | translation  |  |        | movements |  |              | Liabilities |  
|                                                                                                                          |  |              |        |   |              |  |        |          
|                                                                                                                         
|                                                                                                                          | 
|Tangible and intangible fixed assets                                                                                      |  |              | 11,933 |   |              |  | 4,533  |           |  |              | 15,051      |   |  |  | 31,517  |  
|Investments  associates                                                                                                  |  |              | 656    |   |              |  | 851    |           |  |              | (1,891      | ) |  |  | (384    | )
|Other long-term assets                                                                                                    |  |              | 807    |   |              |  | 547    |           |  |              | (1,737      | ) |  |  | (383    | )
|Inventories                                                                                                               |  |              | 2,079  |   |              |  | 704    |           |  |              | 1,975       |   |  |  | 4,758   |  
|Accounts receivable                                                                                                       |  |              | 5,830  |   |              |  | 1,551  |           |  |              | 3,913       |   |  |  | 11,294  |  
|Cash and cash equivalents                                                                                                 |  |              | (5,267 | ) |              |  | 153    |           |  |              |            |   |  |  | (5,114  | )
|Short-term debt                                                                                                           |  |              | (7,058 | ) |              |  | (855   | )         |  |              | (402        | ) |  |  | (8,315  | )
|Short-term part of long-term debt                                                                                         |  |              | (554   | ) |              |  | (17    | )         |  |              |            |   |  |  | (571    | )
|Accounts payable and accrued liabilities                                                                                  |  |              | (6,989 | ) |              |  | (2,376 | )         |  |              | (3,940      | ) |  |  | (13,305 | )
|Taxes payable                                                                                                             |  |              | 735    |   |              |  | (728   | )         |  |              | (498        | ) |  |  | (491    | )
|Long-term debt                                                                                                            |  |              | 688    |   |              |  | (502   | )         |  |              | (5,171      | ) |  |  | (4,985  | )
|Other long-term liabilities                                                                                               |  |              | (292   | ) |              |  | (346   | )         |  |              | (1,021      | ) |  |  | (1,659  | )
|Deferred taxation                                                                                                         |  |              | (37    | ) |              |  | (1,214 | )         |  |              | (4,272      | ) |  |  | (5,523  | )
|Other provisions                                                                                                          |  |              | (434   | ) |              |  | (619   | )         |  |              | (2,545      | ) |  |  | (3,598  | )
|Other items                                                                                                               |  |              | (200   | ) |              |  | (347   | )         |  |              | 558         |   |  |  | 11      |  
|Distributions to Parent Companies                                                                                         |  |              | 1,526  |   |              |  | (578   | )         |  |              |            |   |  |  | 948     |  
|Adjustment for Parent Companies shares and
    Other comprehensive income excluding currency translation
    differences |  |              | 864    |   |              |  | 1,675  |           |  |              | (20         | ) |  |  |         |  
|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |            |   |  |  |         |  
|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|Movement in retained earnings of                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|Group companies (Note 4)                                                                                                  |  |              | 4,287  |   |              |  |        |           |  |              |             |   |  |  |         |  
|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|Movement in cumulative currency                                                                                           |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|translation differences (Note 5)                                                                                          |  |              |        |   |              |  | 2,432  |           |  |              |             |   |  |  |         |  
|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|Movement in net assets (Note 4)                                                                                           |  |              |        |   |              |  |        |           |  |              |             |   |  |  | 4,200   |  
|                                                                                                                          |  |              |        |   |              |  |        |           |  |              |             |   |  |  |         |  
|                                                                                                                         

Income taxes paid by Group companies totalled
$6.7 billion in 2002 (2001: $9.3 billion; 2000:
$8.8 billion). Interest paid by Group companies was
$1.0 billion in 2002 (2001: $0.7 billion; 2000:
$0.9 billion).

The main non-cash movements reflect the assets
acquired and liabilities assumed resulting from major
acquisitions during the year (see Note 10).



Royal Dutch/Shell Group of
Companies      G25




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---



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---





|   |                                                                
|-- | ---------------------------------------------------------------
|20 | Employee retirement plans and other
    postretirement benefits

Retirement plans are provided for permanent
employees of all major Group companies. The nature of such plans
varies according to the legal and fiscal requirements and
economic conditions of the country in which the employees are
engaged. Generally, the plans provide defined benefits based on
employees years of service and average final remuneration.

Some Group companies have established unfunded
defined benefit plans to provide certain postretirement health
care and life insurance benefits to their retirees, the
entitlement to which is usually based on the employee remaining
in service up to retirement age and the completion of a minimum
service period.

Plan assets principally comprise marketable
securities and property holdings.

|                                                                                                               |            |                  |        |        |                |     |        |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |        |  
|-------------------------------------------------------------------------------------------------------------- | ---------- | ---------------- | ------ | ------ | -------------- | --- | ------ | ------ | ----- |  | ------ | ------ | - |  | ---- | ---- | - | ----- | ------ | ------ | ----- |  | ---- | ---- | - |  | ---- | ---- | - |  | ------ | ------ | -
|                                                                                                               |            |                 
|                                                                                                               |            | $ million        |       
|                                                                                                              
|                                                                                                               |           
|                                                                                                               |            |                  |        |       
|                                                                                                               |            | Pension benefits |        |        | Other benefits |    
|                                                                                                               |            |                  |        |        |                |    
|                                                                                                               |            |                  |        |        |                |    
|                                                                                                               |            | 2002             |        |        | 2001           |     |        | 2002   |       |  | 2001   |       
|                                                                                                               |            |                  |        |        |                |     |        |       
|                                                                                                               |            |                  |        |        |                |     |        |        |       | 
|                                                                                                               |            |                  |        |        |                | USA |        |        | Other |  |        | Total  |   |  | USA  |      |   | Other |        |        | Total | 
|                                                                                                              
|                                                                                                               |           
|Change in benefit obligation                                                                                   |            |                  |        |        |                |     |        |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Obligations for benefits based on employee
    service to date at January 1                                    |            |                  | 32,239 |        |                |     | 31,420 |        |       |  | 906    |        |   |  | 344  |      |   |       | 1,250  |        |       |  | 838  |      |   |  | 262  |      |   |  | 1,100  |       
|Increase in present value of the obligation for
    benefits based on employee service during the year         |            |                  | 899    |        |                |     | 681    |        |       |  | 32     |        |   |  | 7    |      |   |       | 39     |        |       |  | 10   |      |   |  | 3    |      |   |  | 13     |       
|Interest on the obligation for benefits in
    respect of employee service in previous years                   |            |                  | 2,001  |        |                |     | 1,784  |        |       |  | 111    |        |   |  | 21   |      |   |       | 132    |        |       |  | 61   |      |   |  | 15   |      |   |  | 76     |       
|Benefit payments made                                                                                          |            |                  | (1,780 | )      |                |     | (1,559 | )      |       |  | (72    | )      |   |  | (21  | )    |   |       | (93    | )      |       |  | (52  | )    |   |  | (18  | )    |   |  | (70    | )     
|Currency translation effects                                                                                   |            |                  | 3,938  |        |                |     | (1,071 | )      |       |  |       |        |   |  | 45   |      |   |       | 45     |        |       |  |     |      |   |  | (14  | )    |   |  | (14    | )     
|Other componentsa                                                                                              |            |                  | 1,812  |        |                |     | 984    |        |       |  | 1,091  |        |   |  | (19  | )    |   |       | 1,072  |        |       |  | 49   |      |   |  | 96   |      |   |  | 145    |       
|                                                                                                              
|Obligations for benefits based on employee
    service to date at December 31b                                 |            |                  | 39,109 |        |                |     | 32,239 |        |       |  | 2,068  |        |   |  | 377  |      |   |       | 2,445  |        |       |  | 906  |      |   |  | 344  |      |   |  | 1,250  |       
|                                                                                                              
|Change in plan assets                                                                                          |            |                  |        |        |                |     |        |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Plan assets held in trust at fair value at
    January 1                                                       |            |                  | 36,420 |        |                |     | 42,333 |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Actual return on plan assets                                                                                   |            |                  | (5,943 | )      |                |     | (3,420 | )      |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Employer contributions                                                                                         |            |                  | 227    |        |                |     | 173    |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Plan participants contributions                                                                               |            |                  | 17     |        |                |     | 11     |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Benefit payments made                                                                                          |            |                  | (1,780 | )      |                |     | (1,559 | )      |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Currency translation effects                                                                                   |            |                  | 3,709  |        |                |     | (1,407 | )      |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Other componentsa                                                                                              |            |                  | 385    |        |                |     | 289    |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|                                                                                                              
|Plan assets held in trust at fair value at
    December 31b                                                    |            |                  | 33,035 |        |                |     | 36,420 |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|                                                                                                              
|Plan assets in excess of/(less than) the
    present value of obligations for benefits at
    December 31      |            |                  | (6,074 | )      |                |     | 4,181  |        |       |  | (2,068 | )      |   |  | (377 | )    |   |       | (2,445 | )      |       |  | (906 | )    |   |  | (344 | )    |   |  | (1,250 | )     
|Unrecognised net (gains)/losses remaining from
    the adoption of current method of determining pension costs |            |                  | 9      |        |                |     | (62    | )      |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Unrecognised net (gains)/losses since adoption                                                                 |            |                  | 9,125  |        |                |     | (1,334 | )      |       |  | 692    |        |   |  | 93   |      |   |       | 785    |        |       |  | 61   |      |   |  | 105  |      |   |  | 166    |       
|Unrecognised prior service cost/(credit)                                                                       |            |                  | 1,254  |        |                |     | 1,016  |        |       |  | (26    | )      |   |  |     |      |   |       | (26    | )      |       |  | (4   | )    |   |  | (1   | )    |   |  | (5     | )     
|                                                                                                              
|Net amount recognised                                                                                          |            |                  | 4,314  |        |                |     | 3,801  |        |       |  | (1,402 | )      |   |  | (284 | )    |   |       | (1,686 | )      |       |  | (849 | )    |   |  | (240 | )    |   |  | (1,089 | )     
|                                                                                                              
|Amounts recognised in the Statement of Assets
    and Liabilities:                                             |            |                  |        |        |                |     |        |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Intangible assets                                                                                              |            |                  | 420    |        |                |     |       |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Prepaid benefit costs                                                                                          |            |                  | 4,506  |        |                |     | 4,714  |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Accrued benefit liabilities:                                                                                   |            |                  |        |        |                |     |        |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|                                                                                                               | Short-term |                  |        | (177   | )              |     |        | (125   | )     |  |        | (51    | ) |  |      | (22  | ) |       |        | (73    | )     |  |      | (51  | ) |  |      | (17  | ) |  |        | (68    | )
|                                                                                                               | Long-term  |                  |        | (3,403 | )              |     |        | (1,310 | )     |  |        | (1,351 | ) |  |      | (262 | ) |       |        | (1,613 | )     |  |      | (798 | ) |  |      | (223 | ) |  |        | (1,021 | )
|Amount recognised in Parent Companies
    Interest in Group Net Assets:                                       |            |                  |        |        |                |     |        |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|Accumulated other comprehensive income                                                                         |            |                  | 2,968  |        |                |     | 522    |        |       |  |        |        |   |  |      |      |   |       |        |        |       |  |      |      |   |  |      |      |   |  |        |       
|                                                                                                              
|Net amount recognised                                                                                          |            |                  | 4,314  |        |                |     | 3,801  |        |       |  | (1,402 | )      |   |  | (284 | )    |   |       | (1,686 | )      |       |  | (849 | )    |   |  | (240 | )    |   |  | (1,089 | )     
|                                                                                                              



|  |                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | Other components comprise mainly the effect of
    acquisitions and changes in actuarial assumptions.                                                                                                                                                                                                                                                                                                                 
| 
|b | For employee retirement plans with benefit
    obligation in excess of plan assets, the respective amounts at
    December 31, 2002 were benefit obligations of
    $25,698 million (2001: $1,627 million) and plan assets
    of $21,072 million (2001: $1,222 million). The
    obligation for pension benefits at December 31, 2002 in
    respect of unfunded plans was $1,964 million (2001:
    $1,175 million).



G26 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





|   |                                                                         
|-- | ------------------------------------------------------------------------
|20 | Employee retirement plans and other
    postretirement benefitscontinued

Benefit costs for the year comprise:

|                                       |  |                  |        |   |                |  |        |      |  |  |        |   |  |       |     |  |      |  |    |       |  |  |       |  |  |     |    |   |       |  |    |       |  |  |    |  |  |  |    |   |  |  |    |  |  |  |    |  
|-------------------------------------- |  | ---------------- | ------ | - | -------------- |  | ------ | ---- |  |  | ------ | - |  | ----- | --- |  | ---- |  | -- | ----- |  |  | ----- |  |  | --- | -- | - | ----- |  | -- | ----- |  |  | -- |  |  |  | -- | - |  |  | -- |  |  |  | -- | -
|                                       |  |                 
|                                       |  | $ million        |       
|                                      
|                                       | 
|                                       |  |                  |        |  
|                                       |  | Pension benefits |        |   | Other benefits | 
|                                       |  |                  |        |  
|                                       |  |                  |        |   |                | 
|                                       |  |                  |        |   |                |  |        |     
|                                       |  | 2002             |        |   | 2001           |  |        | 2000 |  |  | 2002   |   |  | 2001  |     |  | 2000 | 
|                                       |  |                  |        |   |                |  |        |      |  |  |        |  
|                                       |  |                  |        |   |                |  |        |      |  |  |        |   |  |       |    
|                                       |  |                  |        |   |                |  |        | USA  |  |  | Other  |   |  | Total |     |  | USA  |  |    | Other |  |  | Total |  |  | USA |    |   | Other |  |    | Total | 
|                                      
|                                       | 
|Service cost                           |  |                  | 899    |   |                |  | 681    |      |  |  | 681    |   |  |       | 32  |  |      |  | 7  |       |  |  | 39    |  |  |     | 10 |   |       |  | 3  |       |  |  | 13 |  |  |  | 10 |   |  |  | 4  |  |  |  | 14 |  
|Interest cost                          |  |                  | 2,001  |   |                |  | 1,784  |      |  |  | 1,700  |   |  |       | 111 |  |      |  | 21 |       |  |  | 132   |  |  |     | 61 |   |       |  | 15 |       |  |  | 76 |  |  |  | 61 |   |  |  | 16 |  |  |  | 77 |  
|Expected return on plan assets         |  |                  | (3,339 | ) |                |  | (3,005 | )    |  |  | (2,839 | ) |  |       |     |  |      |  |    |       |  |  |       |  |  |     |    |   |       |  |    |       |  |  |    |  |  |  |    |   |  |  |    |  |  |  |    |  
|Other components                       |  |                  | (100   | ) |                |  | (216   | )    |  |  | (284   | ) |  |       | 76  |  |      |  | 7  |       |  |  | 83    |  |  |     | (2 | ) |       |  | 2  |       |  |  |   |  |  |  | (3 | ) |  |  | 2  |  |  |  | (1 | )
|                                      
|Cost of defined benefit plans          |  |                  | (539   | ) |                |  | (756   | )    |  |  | (742   | ) |  |       | 219 |  |      |  | 35 |       |  |  | 254   |  |  |     | 69 |   |       |  | 20 |       |  |  | 89 |  |  |  | 68 |   |  |  | 22 |  |  |  | 90 |  
|Payments to defined contribution plans |  |                  | 84     |   |                |  | 87     |      |  |  | 75     |   |  |       |     |  |      |  |    |       |  |  |       |  |  |     |    |   |       |  |    |       |  |  |    |  |  |  |    |   |  |  |    |  |  |  |    |  
|                                      
|                                       |  |                  | (455   | ) |                |  | (669   | )    |  |  | (667   | ) |  |       | 219 |  |      |  | 35 |       |  |  | 254   |  |  |     | 69 |   |       |  | 20 |       |  |  | 89 |  |  |  | 68 |   |  |  | 22 |  |  |  | 90 |  
|                                      

Discount rates, projected rates of remuneration
growth and expected rates of return on plan assets vary for the
different plans as they are determined in the light of local
conditions. The weighted averages applicable for the principal
plans in the Group are:

|                                                             |  |                  |      |  |                |     |      |      |       |  |      |     |  |  |       |  |  |  |      |  |  |  |      | 
|------------------------------------------------------------ |  | ---------------- | ---- |  | -------------- | --- | ---- | ---- | ----- |  | ---- | --- |  |  | ----- |  |  |  | ---- |  |  |  | ---- | 
|                                                             |  |                  |      | 
|                                                             |  | Pension benefits |      |  | Other benefits |    
|                                                             |  |                  |      | 
|                                                             |  |                  |      |  |                |    
|                                                             |  |                  |      |  |                |    
|                                                             |  | 2002             |      |  | 2001           |     |      | 2002 |       |  | 2001 |    
|                                                             |  |                  |      |  |                |     |      |     
|                                                             |  |                  |      |  |                |     |      |      |       | 
|                                                             |  |                  |      |  |                | USA |      |      | Other |  |      | USA |  |  | Other | 
|                                                            
|                                                             | 
|Discount rate                                                |  |                  | 5.9% |  |                |     | 6.0% |      |       |  | 6.5% |     |  |  | 5.6%  |  |  |  | 7.0% |  |  |  | 6.0% | 
|Projected rate of remuneration growth                        |  |                  | 4.0% |  |                |     | 4.0% |      |       |  |      |     |  |  |       |  |  |  |      |  |  |  |      | 
|Expected rate of return on plan assets                       |  |                  | 8.0% |  |                |     | 7.8% |      |       |  |      |     |  |  |       |  |  |  |      |  |  |  |      | 
|Health care cost trend rate in year after
    reporting year |  |                  |      |  |                |     |      |      |       |  | 7.8% |     |  |  | 4.6%  |  |  |  | 6.5% |  |  |  | 4.7% | 
|Ultimate health care cost trend rate                         |  |                  |      |  |                |     |      |      |       |  | 5.0% |     |  |  | 2.9%  |  |  |  | 5.0% |  |  |  | 2.9% | 
|Year ultimate health care cost trend rate is
    applicable  |  |                  |      |  |                |     |      |      |       |  | 2010 |     |  |  | 2004  |  |  |  | 2005 |  |  |  | 2003 | 
|                                                            

The effect of a one percentage point
increase/(decrease) in the annual rate of increase in the
assumed health care cost trend rates would be to
increase/(decrease) annual postretirement benefit cost by
approximately $27 million/($24 million) and the
accumulated postretirement benefit obligation by approximately
$341 million/($287 million).

21 Employee emoluments and
numbers

(a) Emoluments

|                                           |  |           |       |   |      |  |       |      |  |  |       |  
|------------------------------------------ |  | --------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                                           |  |          
|                                           |  | $ million |      
|                                          
|                                           | 
|                                           |  | 2002      |       |   | 2001 |  |       | 2000 | 
|                                          
|                                           | 
|Remuneration                               |  |           | 6,096 |   |      |  | 4,651 |      |  |  | 4,560 |  
|Social law taxes                           |  |           | 518   |   |      |  | 395   |      |  |  | 390   |  
|Pensions and similar obligations (Note 20) |  |           | (201  | ) |      |  | (580  | )    |  |  | (577  | )
|                                          
|                                           |  |           | 6,413 |   |      |  | 4,466 |      |  |  | 4,373 |  
|                                          

(b) Average numbers

|                           |  |           |     |  |      |  |    |      |  |  |    | 
|-------------------------- |  | --------- | --- |  | ---- |  | -- | ---- |  |  | -- | 
|                           |  |          
|                           |  | thousands |    
|                          
|                           | 
|                           |  | 2002      |     |  | 2001 |  |    | 2000 | 
|                          
|                           | 
|Exploration and Production |  |           | 17  |  |      |  | 14 |      |  |  | 13 | 
|Gas & Power                |  |           | 2   |  |      |  | 2  |      |  |  | 2  | 
|Oil Products               |  |           | 75  |  |      |  | 58 |      |  |  | 58 | 
|Chemicals                  |  |           | 9   |  |      |  | 9  |      |  |  | 14 | 
|Corporate and Other        |  |           | 8   |  |      |  | 7  |      |  |  | 8  | 
|                          
|                           |  |           | 111 |  |      |  | 90 |      |  |  | 95 | 
|                          



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Companies      G27




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(c) Year-end numbers

|                           |  |           |     |  |      |  |    |      |  |  |    | 
|-------------------------- |  | --------- | --- |  | ---- |  | -- | ---- |  |  | -- | 
|                           |  |          
|                           |  | thousands |    
|                          
|                           | 
|                           |  | 2002      |     |  | 2001 |  |    | 2000 | 
|                          
|                           | 
|Exploration and Production |  |           | 17  |  |      |  | 15 |      |  |  | 13 | 
|Gas & Power                |  |           | 2   |  |      |  | 2  |      |  |  | 2  | 
|Oil Products               |  |           | 80  |  |      |  | 58 |      |  |  | 58 | 
|Chemicals                  |  |           | 9   |  |      |  | 9  |      |  |  | 10 | 
|Corporate and Other        |  |           | 8   |  |      |  | 7  |      |  |  | 7  | 
|                          
|                           |  |           | 116 |  |      |  | 91 |      |  |  | 90 | 
|                          

In addition to remuneration above, there were
charges for redundancy of $215 million in 2002
(2001: $110 million; 2000: $120 million).

The liabilities for redundancies at
December 31, 2002 totalled $395 million (2001:
$222 million; 2000: $300 million), including
$98 million remaining from liabilities assumed on
acquisitions in 2002.



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Dutch/ Shell Group of Companies




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22 Stock-based compensation plans and
Parent Companies shares held by Group companies

Stock-based compensation plans

Certain Group companies have in place various
stock-based plans for senior staff and other employees of those
and other Group companies. Details of the principal plans are
given below.


The Group Stock Option Plans offer eligible
employees options over Royal Dutch ordinary shares (Royal Dutch
shares) or Shell Transport Ordinary shares (Shell Transport
shares) at a price not less than the fair market value of the
shares at the date the options were granted. The options are
exercisable three years from grant, except for those granted
under the US plans, which vest a third per year for three years.
The options lapse ten years after grant, however leaving Group
employment may cause options to lapse earlier.

Under the Restricted Stock Plan, grants are made
on a highly selective basis to senior staff. A maximum of
250,000 Royal Dutch shares (or equivalent value in Shell
Transport shares) can be granted under the plan in any year.
Shares are granted subject to a three-year restriction period
and the number of shares awarded is based on the share price at
the start of the restricted period. The shares, together with
additional shares equivalent to the value of the dividends
payable over the restriction period, are released to the
individual at the end of the three-year period.

The following table shows for 2001 and 2002, in
respect of option plans, the number of shares under option at
the beginning of the year, the number of options granted,
exercised and expired during the year and the number of shares
under option at the end of the year, together with their
weighted average exercise price translated at the respective
year-end exchange rates:

|                                  |  |                    |        |   |                        |  |          |                             |  |  |         |          |  |             |      |  |       |  |       |   |  |  |       | 
|--------------------------------- |  | ------------------ | ------ | - | ---------------------- |  | -------- | --------------------------- |  |  | ------- | -------- |  | ----------- | ---- |  | ----- |  | ----- | - |  |  | ----- | 
|                                  |  |                    |        |   |                        | 
|                                  |  | Royal Dutch shares |        |   | Shell Transport shares |  |          | Shell Canada common sharesa | 
|                                 
|                                  | 
|                                  |  | Weighted           |        |   |                        |  | Weighted |                             |  |  |         | Weighted | 
|                                  |  | average            |        |   |                        |  | average  |                             |  |  |         | average  | 
|                                  |  | exercise           |        |   |                        |  | exercise |                             |  |  |         | exercise | 
|                                  |  | Number             |        |   | price                  |  |          | Number                      |  |  | price   |          |  | Number      |      |  | price | 
|                                  |  | (thousands)        |        |   | ($)                    |  |          | (thousands)                 |  |  | ($)     |          |  | (thousands) |      |  | ($)   | 
|                                 
|                                  | 
|Under option at 1 January, 2001   |  |                    | 10,214 |   |                        |  | 47.86    |                             |  |  | 41,937  |          |  |             | 6.34 |  |       |  | 2,560 |   |  |  | 15.81 | 
|Granted                           |  |                    | 11,302 |   |                        |  | 59.24    |                             |  |  | 30,601  |          |  |             | 8.33 |  |       |  | 1,311 |   |  |  | 22.95 | 
|Exercised                         |  |                    | (886   | ) |                        |  | 34.23    |                             |  |  | (6,882  | )        |  |             | 5.21 |  |       |  | (240  | ) |  |  | 13.59 | 
|Expired                           |  |                    | (229   | ) |                        |  | 41.65    |                             |  |  | (644    | )        |  |             | 5.97 |  |       |  | (15   | ) |  |  | 20.13 | 
|                                 
|Under option at December 31, 2001 |  |                    | 20,401 |   |                        |  | 54.10    |                             |  |  | 65,012  |          |  |             | 7.30 |  |       |  | 3,616 |   |  |  | 17.89 | 
|                                 
|Granted                           |  |                    | 13,792 |   |                        |  | 59.71    |                             |  |  | 39,210  |          |  |             | 8.45 |  |       |  | 1,567 |   |  |  | 28.36 | 
|Exercised                         |  |                    | (180   | ) |                        |  | 47.12    |                             |  |  | (796    | )        |  |             | 6.21 |  |       |  | (394  | ) |  |  | 14.45 | 
|Expired                           |  |                    | (632   | ) |                        |  | 54.50    |                             |  |  | (1,979  | )        |  |             | 7.53 |  |       |  | (12   | ) |  |  | 25.21 | 
|                                 
|Under option at December 31, 2002 |  |                    | 33,381 |   |                        |  | 59.86    |                             |  |  | 101,447 |          |  |             | 8.26 |  |       |  | 4,777 |   |  |  | 21.71 | 
|                                 



|  |          
|- | ---------
|a | Unissued.

The following tables provide further information
about the options outstanding at December 31, 2002:

|                         |  |                     |        |             |                     |  |          |       |  |  |             |          |  |       |       |  |  |  |       | 
|------------------------ |  | ------------------- | ------ | ----------- | ------------------- |  | -------- | ----- |  |  | ----------- | -------- |  | ----- | ----- |  |  |  | ----- | 
|                         |  |                    
|                         |  | Royal Dutch shares  |       
|                        
|                         | 
|                         |  |                     |        |            
|                         |  | Options outstanding |        |             | Options exercisable | 
|                         |  |                     |        |            
|                         |  |                     |        |             |                     | 
|                         |  |                     |        | Weighted    |                     |  |          |       | 
|                         |  |                     |        | average     |                     |  | Weighted |       |  |  |             | Weighted | 
|                         |  |                     |        | remaining   |                     |  | average  |       |  |  |             | average  | 
|                         |  |                     |        | contractual |                     |  | exercise |       |  |  |             | exercise | 
|                         |  | Number              |        |             | life                |  |          | price |  |  | Number      |          |  | price |      
|Range of exercise prices |  | (thousands)         |        |             | (years)             |  |          | ($)   |  |  | (thousands) |          |  | ($)   |      
|                        
|                         | 
|$40 to $45               |  |                     | 2,062  |             |                     |  | 5.3      |       |  |  | 42.98       |          |  |       | 1,873 |  |  |  | 43.07 | 
|$45 to $50               |  |                     | 11     |             |                     |  | 8.8      |       |  |  | 47.98       |          |  |       | 4     |  |  |  | 47.98 | 
|$50 to $55               |  |                     | 10,231 |             |                     |  | 7.9      |       |  |  | 53.46       |          |  |       | 2,784 |  |  |  | 51.75 | 
|$55 to $60               |  |                     | 814    |             |                     |  | 7.7      |       |  |  | 56.92       |          |  |       | 425   |  |  |  | 56.44 | 
|$60 to $65               |  |                     | 14,263 |             |                     |  | 8.5      |       |  |  | 62.74       |          |  |       | 1,195 |  |  |  | 60.77 | 
|$65 to $70               |  |                     | 2,637  |             |                     |  | 7.8      |       |  |  | 65.51       |          |  |       |      |  |  |  |      | 
|$70 to $75               |  |                     | 3,363  |             |                     |  | 8.3      |       |  |  | 73.79       |          |  |       |      |  |  |  |      | 
|                        
|$40 to $75               |  |                     | 33,381 |             |                     |  | 8.0      |       |  |  | 59.86       |          |  |       | 6,281 |  |  |  | 51.19 | 
|                        



Royal Dutch/Shell Group of
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|   |                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------
|22 | Stock-based compensation plans and Parent
    Companies shares held by Group
    companiescontinued

|                         |  |             |         |  |          |  |     |                        |  |          |             |  |  |       |        |  |  |  |      | 
|------------------------ |  | ----------- | ------- |  | -------- |  | --- | ---------------------- |  | -------- | ----------- |  |  | ----- | ------ |  |  |  | ---- | 
|                         |  |             |         |  |          |  |     |                       
|                         |  |             |         |  |          |  |     | Shell Transport shares | 
|                        
|                         | 
|                         |  | Weighted    |         |  |         
|                         |  | average     |         |  | Weighted |  |     |                        |  | Weighted |            
|                         |  | remaining   |         |  | average  |  |     |                        |  | average  |            
|                         |  | contractual |         |  | exercise |  |     |                        |  | exercise |            
|                         |  | Number      |         |  | life     |  |     | price                  |  |          | Number      |  |  | price |       
|Range of exercise prices |  | (thousands) |         |  | (years)  |  |     | ($)                    |  |          | (thousands) |  |  | ($)   |       
|                        
|                         | 
|$5 to $6                 |  |             | 11,511  |  |          |  | 4.9 |                        |  |          | 5.84        |  |  |       | 11,511 |  |  |  | 5.84 | 
|$6 to $7                 |  |             | 512     |  |          |  | 9.8 |                        |  |          | 6.47        |  |  |       |       |  |  |  |     | 
|$7 to $8                 |  |             | 7,384   |  |          |  | 3.9 |                        |  |          | 7.06        |  |  |       | 7,384  |  |  |  | 7.06 | 
|$8 to $9                 |  |             | 69,252  |  |          |  | 8.3 |                        |  |          | 8.51        |  |  |       |       |  |  |  |     | 
|$9 to $10                |  |             | 12,788  |  |          |  | 5.9 |                        |  |          | 9.84        |  |  |       |       |  |  |  |     | 
|                        
|$5 to $10                |  |             | 101,447 |  |          |  | 7.3 |                        |  |          | 8.26        |  |  |       | 18,895 |  |  |  | 6.32 | 
|                        

In the UK, The Shell Petroleum Company Limited
and Shell Petroleum N.V. each operate a savings-related stock
option scheme, under which options are granted over shares of
Shell Transport at prices not less than the market value on a
date not more than 30 days before the date of the grant of
option and are normally exercisable after completion of a
three-year or five-year contractual savings period. The
following table shows for 2001 and 2002, in respect of these
plans, the number of Shell Transport shares under option at the
beginning of the year, the number of options granted, exercised
and expired during the year and the number of shares under
option at the end of the year:

|                            |  |           |        |   |      |  |        |  
|--------------------------- |  | --------- | ------ | - | ---- |  | ------ | -
|                            |  |          
|                            |  | thousands |       
|                           
|                            | 
|                            |  | 2002      |        |   | 2001 | 
|                           
|                            | 
|Under option at 1 January   |  |           | 17,549 |   |      |  | 19,538 |  
|Granted                     |  |           | 6,898  |   |      |  | 4,291  |  
|Exercised                   |  |           | (4,911 | ) |      |  | (4,818 | )
|Expired                     |  |           | (856   | ) |      |  | (1,462 | )
|                           
|Under option at December 31 |  |           | 18,680 |   |      |  | 17,549 |  
|                           

In 2001, the Global Employee Share Purchase Plan
was implemented giving eligible employees the opportunity to buy
Royal Dutch or Shell Transport shares, with 15% added after a
specified holding period. At December 31, 2002, 3,310
(2001: 25,990) Royal Dutch shares and 14,578 (2001: 77,627)
Shell Transport shares were held by Group companies in
connection with the Global Employee Share Purchase Plan.

Effects on Group net income and Earnings per
share under the fair value method

A comparison of the Groups net income and
Earnings per share for both Royal Dutch and Shell Transport as
reported under the intrinsic value method and on a pro forma
basis calculated as if the fair value of options and share
purchase rights granted would have been considered as
compensation expense is as follows:

|                                                                 |  |              |       |      |           |  |             |              |      |  |           |             |  |              |        |  |           |  |        |  |  |  |        | 
|---------------------------------------------------------------- |  | ------------ | ----- | ---- | --------- |  | ----------- | ------------ | ---- |  | --------- | ----------- |  | ------------ | ------ |  | --------- |  | ------ |  |  |  | ------ | 
|                                                                 |  |              |       | 2002 |           |  |             |              | 2001 |  |           |             |  | 2000         |       
|                                                                
|                                                                 | 
|                                                                 |  | As restated  |       |      |           |  | As restated |              |      |  |           | As restated |  |              |       
|                                                                 |  | (see Note 2) |       |      | Pro forma |  |             | (see Note 2) |      |  | Pro forma |             |  | (see Note 2) |        |  | Pro forma | 
|                                                                
|                                                                 | 
|Group net income ($ million)                                     |  |              | 9,722 |      |           |  | 9,519       |              |      |  | 10,350    |             |  |              | 10,241 |  |           |  | 12,866 |  |  |  | 12,834 | 
|Basic earnings per share attributable to Royal
    Dutch ($)     |  |              | 2.83  |      |           |  | 2.78        |              |      |  | 2.96      |             |  |              | 2.93   |  |           |  | 3.63   |  |  |  | 3.62   | 
|Diluted earnings per share attributable to Royal
    Dutch ($)   |  |              | 2.83  |      |           |  | 2.78        |              |      |  | 2.96      |             |  |              | 2.93   |  |           |  | 3.62   |  |  |  | 3.62   | 
|Basic earnings per ADR attributable to Shell
    Transport ($)   |  |              | 2.43  |      |           |  | 2.38        |              |      |  | 2.55      |             |  |              | 2.52   |  |           |  | 3.12   |  |  |  | 3.12   | 
|Diluted earnings per ADR attributable to Shell
    Transport ($) |  |              | 2.43  |      |           |  | 2.38        |              |      |  | 2.54      |             |  |              | 2.52   |  |           |  | 3.12   |  |  |  | 3.11   | 
|                                                                

The fair value of the Groups 2002 option
grants was estimated using a Black-Scholes option pricing model
and the following assumptions for US dollar, euro and sterling
denominated options respectively: risk-free interest rates of
4.6, 4.9 and 5.3 percent; dividend yield of 2.8, 2.7 and
2.8 percent; volatility of 31.2, 30.1 and 32.6 percent
and expected lives of five years.

Parent Companies shares held by Group
companies

Group companies purchase shares of the Parent
Companies in the open market with the purpose of covering their
future obligations arising from the stock options granted to
their employees and employees of other Group companies. At
December 31, 2002, 29.9 million Royal Dutch shares
(2001: 17.4 million) and 111.1 million Shell
Transport shares (2002: 80.4 million) were held by
Group companies.



G30 Royal
Dutch/ Shell Group of Companies




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|   |                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------
|22 | Stock-based compensation plans and Parent
    Companies shares held by Group
    companiescontinued

In connection with other incentive compensation
plans linked to the appreciation in value of Royal Dutch and of
Shell Transport shares, 9.2 million Royal Dutch shares and
0.4 million Shell Transport shares were held by Group
companies at December 31, 2002 and 2001. In addition,
33,600 shares of Royal Dutch were held by Group companies at
December 31, 2002 and 2001.

The carrying amount of these and all Parent
Company shares held in connection with the stock-based
compensation plans at December 31, 2002 is
$2,797 million (2001: $1,953 million).



|   |                                          
|-- | -----------------------------------------
|23 | Decommissioning and restoration
    costs

For the purposes of calculating provisions for
decommissioning and restoration costs, estimated total ultimate
liabilities of $5.2 billion at December 31, 2002
(2001: $4.3 billion) were used. Such estimates are subject
to various regulatory and technological developments.

New US accounting standard FAS 143 (Asset
Retirement Obligations) requires that an entity shall recognise
the discounted ultimate liability for an asset retirement
obligation in the period in which it is incurred together with
an offsetting asset. This standard was effective for the Group
from 2003 and the amount of the transition adjustment was a
credit to income of $0.3 billion after tax.



|   |                                                             
|-- | ------------------------------------------------------------
|24 | Information by geographical area and by
    industry segment

(a) Geographical area (as
restated)

|                         |  |           |         |  |        |  |         |          |  |  |         |  |  |          |        |  |        |  |         |  |  |  |        | 
|------------------------ |  | --------- | ------- |  | ------ |  | ------- | -------- |  |  | ------- |  |  | -------- | ------ |  | ------ |  | ------- |  |  |  | ------ | 
|                         |  |          
|                         |  | $ million |        
|                        
|                         | 
|                         |  |           |         |  |        | 
|                         |  | 2002      |         |  | 2001   |  |         | 2000     | 
|                         |  |           |         |  |        | 
|                         |  |           |         |  |        |  |         |          | 
|                         |  | Net       |         |  | Fixed  |  |         | Net      |  |  | Fixed   |  |  | Net      |        |  | Fixed  | 
|                         |  | proceeds  |         |  | assets |  |         | proceeds |  |  | assets  |  |  | proceeds |        |  | assets | 
|                         |  |           |         |  |        |  |         |          |  |  |         | 
|                        
|                         | 
|Europe                   |  |           | 65,073  |  |        |  | 36,668  |          |  |  | 62,259  |  |  |          | 19,223 |  |        |  | 68,060  |  |  |  | 22,052 | 
|Other Eastern Hemisphere |  |           | 33,322  |  |        |  | 28,558  |          |  |  | 31,866  |  |  |          | 26,267 |  |        |  | 34,144  |  |  |  | 22,571 | 
|USA                      |  |           | 62,632  |  |        |  | 27,268  |          |  |  | 21,095  |  |  |          | 17,849 |  |        |  | 26,089  |  |  |  | 16,517 | 
|Other Western Hemisphere |  |           | 18,288  |  |        |  | 11,976  |          |  |  | 19,911  |  |  |          | 9,881  |  |        |  | 20,760  |  |  |  | 8,971  | 
|                        
|Total Group              |  |           | 179,315 |  |        |  | 104,470 |          |  |  | 135,131 |  |  |          | 73,220 |  |        |  | 149,053 |  |  |  | 70,111 | 
|                        



Royal Dutch/Shell Group of
Companies      G31




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





|   |                                                                      
|-- | ---------------------------------------------------------------------
|24 | Information by geographical area and by
    industry segmentcontinued

(b) Industry segment

|                                                                                      |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |       |  
|------------------------------------------------------------------------------------- | ----------------------------------- | ----------- | ------- | ------- | ---------- |  | ------- | ------- | - |  | --------- | ------- | - | --------- | ------- | --------- | --------- |  | ------ | ------ | - |  | ------ | ----- | -
|                                                                                      |                                     |             |         |         |            |  |         |         |   | 
|2002 (as restated)                                                                    |                                     |             |         |         |            |  |         |         |   |  | $ million |        
|                                                                                     
|                                                                                      |                                    
|                                                                                      |                                     | Exploration |         |         |           
|                                                                                      |                                     | Total       |         |         | and        |  |         | Gas &   |   |  | Oil       |         |   |           |         | Corporate |          
|                                                                                      |                                     | Group       |         |         | Production |  |         | Power   |   |  | Products  |         |   | Chemicals |         |           | and Other | 
|                                                                                      |                                     |             |         |         |            |  |         |         |   |  |           |        
|                                                                                     
|                                                                                      |                                    
|Sales                                                                                 |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                                      | third parties                       |             |         | 179,315 |            |  |         | 11,901  |   |  |           | 16,992  |   |           |         | 135,544   |           |  |        | 14,125 |   |  |        | 753   |  
|                                                                                      | inter-segment                       |             |         |         |            |  |         | 14,680  |   |  |           | 620     |   |           |         | 3,080     |           |  |        | 1,082  |   |  |        | 17    |  
|                                                                                     
|Net proceeds                                                                          |                                     |             |         |         |            |  | 26,581  |         |   |  | 17,612    |         |   |           | 138,624 |           |           |  | 15,207 |        |   |  | 770    |      
|                                                                                     
|Operating profit/(loss)                                                               |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                                      | Group companies                     |             |         | 15,504  |            |  |         | 12,215  |   |  |           | 107     |   |           |         | 3,188     |           |  |        | 438    |   |  |        | (444  | )
|                                                                                      | Group share of associated companies |             |         | 2,822   |            |  |         | 1,322   |   |  |           | 751     |   |           |         | 556       |           |  |        | 213    |   |  |        | (20   | )
|                                                                                     
|                                                                                      |                                     |             | 18,326  |         |            |  | 13,537  |         |   |  | 858       |         |   |           | 3,744   |           |           |  | 651    |        |   |  | (464   | )    
|Interest and other income                                                             |                                     |             | 758     |         |            |  | 98      |         |   |  | 118       |         |   |           | 14      |           |           |  | 3      |        |   |  | 525    |      
|Interest expense                                                                      |                                     |             | 1,364   |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  | 1,364  |      
|Currency exchange gains/(losses)                                                      |                                     |             | (23     | )       |            |  | (26     | )       |   |  | 6         |         |   |           | (64     | )         |           |  | (16    | )      |   |  | 77     |      
|Taxation                                                                              |                                     |             | 7,796   |         |            |  | 6,813   |         |   |  | 208       |         |   |           | 1,067   |           |           |  | 73     |        |   |  | (365   | )    
|Income applicable to minority interests                                               |                                     |             | 179     |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                                     
|Net income                                                                            |                                     |             | 9,722   |         |            |  | 6,796   |         |   |  | 774       |         |   |           | 2,627   |           |           |  | 565    |        |   |  | (861   | )    
|                                                                                     
|Total assets at December 31                                                           |                                     |             | 153,458 |         |            |  | 57,315  |         |   |  | 16,057    |         |   |           | 60,549  |           |           |  | 14,172 |        |   |  | 5,365  |      
|Total liabilities at
    December 31                                                  |                                     |             | (89,432 | )       |            |  | (45,336 | )       |   |  | (12,223   | )       |   |           | (41,826 | )         |           |  | (7,903 | )      |   |  | 17,856 |      
|Tangible fixed assets at
    December 31                                              |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                                      | Cost                                |             |         | 157,499 |            |  |         | 93,333  |   |  |           | 47,689  |   |           |         | 12,010    |           |  |        | 2,843  |   |  |        | 1,624 |  
|                                                                                      | Depreciation                        |             |         | (78,812 | )          |  |         | (46,752 | ) |  |           | (23,926 | ) |           |         | (6,711    | )         |  |        | (763   | ) |  |        | (660  | )
|Goodwill at December 31                                                               |                                     |             | 2,324   |         |            |  |        |         |   |  | 184       |         |   |           | 1,989   |           |           |  | 22     |        |   |  | 129    |      
|Investments in associated companies at
    December 31                                |                                     |             | 17,948  |         |            |  | 3,594   |         |   |  | 4,679     |         |   |           | 5,344   |           |           |  | 4,154  |        |   |  | 177    |      
|Capital expenditure, acquisitions and new
    investments
    in associated companies |                                     |             | 23,651  |         |            |  | 13,155  |         |   |  | 952       |         |   |           | 7,968   |           |           |  | 998    |        |   |  | 578    |      
|Depreciation, depletion and amortisation
    charge                                   |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                                      | Impairment                          |             |         | 197     |            |  |         | 33      |   |  |           | 4       |   |           |         | 111       |           |  |        | 29     |   |  |        | 20    |  
|                                                                                      | Other                               |             |         | 8,424   |            |  |         | 5,540   |   |  |           | 124     |   |           |         | 2,295     |           |  |        | 372    |   |  |        | 93    |  
|                                                                                     

|                                                                    |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |       |  
|------------------------------------------------------------------- | ----------------------------------- | ----------- | ------- | ------- | ---------- |  | ------- | ------- | - |  | --------- | ------- | - | --------- | ------- | --------- | --------- |  | ------ | ------ | - |  | ------ | ----- | -
|                                                                    |                                     |             |         |         |            |  |         |         |   | 
|2001 (as restated)                                                  |                                     |             |         |         |            |  |         |         |   |  | $ million |        
|                                                                   
|                                                                    |                                    
|                                                                    |                                     | Exploration |         |         |           
|                                                                    |                                     | Total       |         |         | and        |  |         | Gas &   |   |  | Oil       |         |   |           |         | Corporate |          
|                                                                    |                                     | Group       |         |         | Production |  |         | Power   |   |  | Products  |         |   | Chemicals |         |           | and Other | 
|                                                                    |                                     |             |         |         |            |  |         |         |   |  |           |        
|                                                                   
|                                                                    |                                    
|Sales                                                               |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                    | third parties                       |             |         | 135,131 |            |  |         | 12,057  |   |  |           | 15,721  |   |           |         | 93,517    |           |  |        | 13,260 |   |  |        | 576   |  
|                                                                    | inter-segment                       |             |         |         |            |  |         | 13,790  |   |  |           | 705     |   |           |         | 2,108     |           |  |        | 990    |   |  |        | 2     |  
|                                                                   
|Net proceeds                                                        |                                     |             |         |         |            |  | 25,847  |         |   |  | 16,426    |         |   |           | 95,625  |           |           |  | 14,250 |        |   |  | 578    |      
|                                                                   
|Operating profit/(loss)                                             |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                    | Group companies                     |             |         | 16,541  |            |  |         | 14,144  |   |  |           | 538     |   |           |         | 2,481     |           |  |        | (34    | ) |  |        | (588  | )
|                                                                    | Group share of associated companies |             |         | 2,646   |            |  |         | 1,550   |   |  |           | 941     |   |           |         | 241       |           |  |        | (27    | ) |  |        | (59   | )
|                                                                   
|                                                                    |                                     |             | 19,187  |         |            |  | 15,694  |         |   |  | 1,479     |         |   |           | 2,722   |           |           |  | (61    | )      |   |  | (647   | )    
|Interest and other income                                           |                                     |             | 1,059   |         |            |  | 52      |         |   |  | 128       |         |   |           | (12     | )         |           |  | 2      |        |   |  | 889    |      
|Interest expense                                                    |                                     |             | 1,133   |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  | 1,133  |      
|Currency exchange gains/(losses)                                    |                                     |             | (30     | )       |            |  | (4      | )       |   |  | 4         |         |   |           | (50     | )         |           |  | (6     | )      |   |  | 26     |      
|Taxation                                                            |                                     |             | 8,404   |         |            |  | 7,779   |         |   |  | 385       |         |   |           | 690     |           |           |  | (192   | )      |   |  | (258   | )    
|Income applicable to minority interests                             |                                     |             | 329     |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                   
|Net income                                                          |                                     |             | 10,350  |         |            |  | 7,963   |         |   |  | 1,226     |         |   |           | 1,970   |           |           |  | 127    |        |   |  | (607   | )    
|                                                                   
|Total assets at December 31                                         |                                     |             | 111,653 |         |            |  | 39,477  |         |   |  | 11,815    |         |   |           | 38,007  |           |           |  | 12,145 |        |   |  | 10,209 |      
|Total liabilities at
    December 31                                |                                     |             | (51,933 | )       |            |  | (23,990 | )       |   |  | (7,277    | )       |   |           | (21,367 | )         |           |  | (6,383 | )      |   |  | 7,084  |      
|Tangible fixed assets at
    December 31                            |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                    | Cost                                |             |         | 117,543 |            |  |         | 68,572  |   |  |           | 34,577  |   |           |         | 10,782    |           |  |        | 2,275  |   |  |        | 1,337 |  
|                                                                    | Depreciation                        |             |         | (66,616 | )          |  |         | (38,819 | ) |  |           | (20,449 | ) |           |         | (6,064    | )         |  |        | (679   | ) |  |        | (605  | )
|Goodwill at December 31                                             |                                     |             | 365     |         |            |  |        |         |   |  | 189       |         |   |           | 154     |           |           |  | 22     |        |   |  |       |      
|Investments in associated companies at
    December 31              |                                     |             | 18,332  |         |            |  | 3,463   |         |   |  | 4,614     |         |   |           | 6,384   |           |           |  | 3,740  |        |   |  | 131    |      
|Capital expenditure and new investments
    in associated companies |                                     |             | 10,672  |         |            |  | 7,136   |         |   |  | 908       |         |   |           | 1,527   |           |           |  | 760    |        |   |  | 341    |      
|Depreciation, depletion and amortisation
    charge                 |                                     |             |         |         |            |  |         |         |   |  |           |         |   |           |         |           |           |  |        |        |   |  |        |      
|                                                                    | Impairment                          |             |         | 88      |            |  |         | 8       |   |  |           | (8      | ) |           |         | (4        | )         |  |        | 40     |   |  |        | 52    |  
|                                                                    | Other                               |             |         | 6,113   |            |  |         | 3,910   |   |  |           | 114     |   |           |         | 1,621     |           |  |        | 364    |   |  |        | 104   |  
|                                                                   



G32 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                                    |                                     |             |         |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  |        |       |  
|------------------------------------------------------------------- | ----------------------------------- | ----------- | ------- | ------- | ---------- |  | ------- | ------- | - | --------- | -------- | ------ | - | --------- | ------- | ----------- | ----- |  | ------ | ------ | - |  | ------ | ----- | -
|                                                                    |                                     |             |         |         |            |  |         |         |   |          
|2000 (as restated)                                                  |                                     |             |         |         |            |  |         |         |   | $ million |         
|                                                                   
|                                                                    |                                    
|                                                                    |                                     | Exploration |         |         |           
|                                                                    |                                     | Total       |         |         | and        |  |         | Gas &   |   |           | Oil      |        |   |           |         | Corporate & |      
|                                                                    |                                     | Group       |         |         | Production |  |         | Power   |   |           | Products |        |   | Chemicals |         |             | Other | 
|                                                                    |                                     |             |         |         |            |  |         |         |   |           |          |       
|                                                                   
|                                                                    |                                    
|Sales                                                               |                                     |             |         |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  |        |      
|                                                                    | third parties                       |             |         | 149,053 |            |  |         | 13,375  |   |           |          | 15,991 |   |           |         | 104,002     |       |  |        | 15,205 |   |  |        | 480   |  
|                                                                    | inter-segment                       |             |         |         |            |  |         | 14,195  |   |           |          | 496    |   |           |         | 2,280       |       |  |        | 1,102  |   |  |        |      |  
|                                                                   
|Net proceeds                                                        |                                     |             |         |         |            |  | 27,570  |         |   |           | 16,487   |        |   |           | 106,282 |             |       |  | 16,307 |        |   |  | 480    |      
|                                                                   
|Operating profit/(loss)                                             |                                     |             |         |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  |        |      
|                                                                    | Group companies                     |             |         | 20,632  |            |  |         | 17,467  |   |           |          | (360   | ) |           |         | 2,931       |       |  |        | 939    |   |  |        | (345  | )
|                                                                    | Group share of associated companies |             |         | 4,101   |            |  |         | 2,007   |   |           |          | 646    |   |           |         | 1,232       |       |  |        | 240    |   |  |        | (24   | )
|                                                                   
|                                                                    |                                     |             | 24,733  |         |            |  | 19,474  |         |   |           | 286      |        |   |           | 4,163   |             |       |  | 1,179  |        |   |  | (369   | )    
|Interest and other income                                           |                                     |             | 974     |         |            |  | 15      |         |   |           | 83       |        |   |           | 92      |             |       |  | 6      |        |   |  | 778    |      
|Interest expense                                                    |                                     |             | 1,324   |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  | 1,324  |      
|Currency exchange gains/(losses)                                    |                                     |             | (114    | )       |            |  | 8       |         |   |           | 6        |        |   |           | (35     | )           |       |  | 9      |        |   |  | (102   | )    
|Taxation                                                            |                                     |             | 11,349  |         |            |  | 9,566   |         |   |           | 263      |        |   |           | 1,539   |             |       |  | 161    |        |   |  | (180   | )    
|Income applicable to minority interests                             |                                     |             | 54      |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  |        |      
|                                                                   
|Net income                                                          |                                     |             | 12,866  |         |            |  | 9,931   |         |   |           | 112      |        |   |           | 2,681   |             |       |  | 1,033  |        |   |  | (837   | )    
|                                                                   
|Total assets at December 31                                         |                                     |             | 123,425 |         |            |  | 35,811  |         |   |           | 17,766   |        |   |           | 42,885  |             |       |  | 13,236 |        |   |  | 13,727 |      
|Total liabilities at
    December 31                                |                                     |             | (62,852 | )       |            |  | (19,548 | )       |   |           | (13,902  | )      |   |           | (23,880 | )           |       |  | (5,688 | )      |   |  | 166    |      
|Tangible fixed assets at
    December 31                            |                                     |             |         |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  |        |      
|                                                                    | Cost                                |             |         | 111,408 |            |  |         | 60,828  |   |           |          | 2,473  |   |           |         | 35,656      |       |  |        | 11,250 |   |  |        | 1,201 |  
|                                                                    | Depreciation                        |             |         | (64,428 | )          |  |         | (35,979 | ) |           |          | (755   | ) |           |         | (20,675     | )     |  |        | (6,480 | ) |  |        | (539  | )
|Goodwill at December 31                                             |                                     |             | 417     |         |            |  |        |         |   |           | 208      |        |   |           | 170     |             |       |  | 39     |        |   |  |       |      
|Investments in associated companies at
    December 31              |                                     |             | 19,363  |         |            |  | 4,214   |         |   |           | 3,929    |        |   |           | 7,253   |             |       |  | 3,899  |        |   |  | 68     |      
|Capital expenditure and new investments in
    associated companies |                                     |             | 7,289   |         |            |  | 3,913   |         |   |           | 768      |        |   |           | 1,457   |             |       |  | 977    |        |   |  | 174    |      
|Depreciation, depletion and amortisation
    charge                 |                                     |             |         |         |            |  |         |         |   |           |          |        |   |           |         |             |       |  |        |        |   |  |        |      
|Impairment                                                          |                                     |             | 1,785   |         |            |  | 105     |         |   |           | 697      |        |   |           | 824     |             |       |  | 104    |        |   |  | 55     |      
|Other                                                               |                                     |             | 6,233   |         |            |  | 3,597   |         |   |           | 144      |        |   |           | 1,766   |             |       |  | 620    |        |   |  | 106    |      
|                                                                   



Royal Dutch/Shell Group of
Companies      G33




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





|   |                                                      
|-- | -----------------------------------------------------
|25 | Oil and gas exploration and production
    activities

(a) Capitalised costs

The aggregate amount of tangible and intangible
fixed assets of Group companies relating to oil and gas
exploration and production activities and the aggregate amount
of the related depreciation, depletion and amortisation at
December 31 are shown in the table below:


|                                                                       |  |             |        |  |             |  |        |             |  |  |        | 
|---------------------------------------------------------------------- |  | ----------- | ------ |  | ----------- |  | ------ | ----------- |  |  | ------ | 
|                                                                      
|$ million                                                              | 
|                                                                       | 
|                                                                       |  | 2002a       |        |  | 2001a       |  |        | 2000a       | 
|                                                                       |  | As restated |        |  | As restated |  |        | As restated | 
|                                                                       |  |             |        |  |             | 
|                                                                      
|                                                                       | 
|Cost                                                                   |  |             |        |  |             |  |        |             |  |  |        | 
|Proved properties                                                      |  |             | 83,964 |  |             |  | 63,115 |             |  |  | 56,983 | 
|Unproved properties                                                    |  |             | 4,768  |  |             |  | 2,430  |             |  |  | 1,746  | 
|Support equipment and facilities                                       |  |             | 2,352  |  |             |  | 1,718  |             |  |  | 1,586  | 
|                                                                      
|                                                                       |  |             | 91,084 |  |             |  | 67,263 |             |  |  | 60,315 | 
|                                                                      
|Depreciation                                                           |  |             |        |  |             |  |        |             |  |  |        | 
|Proved properties                                                      |  |             | 45,201 |  |             |  | 37,555 |             |  |  | 34,805 | 
|Unproved properties                                                    |  |             | 325    |  |             |  | 212    |             |  |  | 141    | 
|Support equipment and facilities                                       |  |             | 1,224  |  |             |  | 1,051  |             |  |  | 1,032  | 
|                                                                      
|                                                                       |  |             | 46,750 |  |             |  | 38,818 |             |  |  | 35,978 | 
|                                                                      
|Net capitalised costs                                                  |  |             | 44,334 |  |             |  | 28,445 |             |  |  | 24,337 | 
|                                                                      
|Oil sands: net capitalised costs                                       |  |             | 2,246  |  |             |  | 1,309  |             |  |  | 513    | 
|                                                                      
|a  Includes the impact of
    reclassifications between asset classes.



|                                                                                                                                                                | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|The Group share of associated companies
    net capitalised costswas
    $3,183 million at December 31, 2002 (2001:
    $2,928 million; 2000: $3,793 million). | 

(b) Costs incurred

Costs incurred by Group companies during the year
in oil and gas property acquisition, exploration and development
activities, whether capitalised or charged to income currently,
are shown in the table below. Development costs exclude costs of
acquiring support equipment and facilities, but include
depreciation thereon.


|                          |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     |     |  |  |       |       | 
|------------------------- | ------------------- | ------------------ | --- | ------ | ------------------ |  | ------- | ------- |  |  | --- | ----- |  | --- | --- | --- | ----- |  | --- | ----- |  |  | --- | --- |  |  | ----- | ----- | 
|                          |                     |                   
|2002 (as restated)        |                     | $ million          |    
|                         
|                          |                    
|                          |                     |                    |     |        |                    | 
|                          |                     | Eastern Hemisphere |     |        | Western Hemisphere |  |         |        
|                          |                     |                    |     |        |                    |  |         |        
|                          |                     |                    |     | Middle |                    |  |         |         | 
|                          |                     |                    |     | East,  |                    |  |         |         | 
|                          |                     |                    |     | Asia   |                    |  | Russia, |         |  |  |     | Total | 
|                          |                     | Europe             |     |        | Africa             |  |         | Pacific |  |  | CIS |       |  | USA |     |     | Other |  |     |      
|                          |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |    
|                         
|                          |                    
|Acquisition of properties |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     |     |  |  |       |      
|                          | Proved              |                    |     | 3,776  |                    |  |         |        |  |  |     |      |  |     |     | 122 |       |  |     | 565   |  |  |     | 801 |  |  |       | 5,264 | 
|                          | Unproved            |                    |     | 1,693  |                    |  |         | 53      |  |  |     |      |  |     |     | 3   |       |  |     | 368   |  |  |     | 412 |  |  |       | 2,529 | 
|Exploration               |                     |                    | 217 |        |                    |  | 279     |         |  |  | 115 |       |  |     | 170 |     |       |  | 328 |       |  |  | 182 |     |  |  | 1,291 |      
|Developmenta              |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     |     |  |  |       |      
|                          | Excluding oil sands |                    |     | 1,605  |                    |  |         | 1,370   |  |  |     | 442   |  |     |     | 685 |       |  |     | 1,465 |  |  |     | 407 |  |  |       | 5,974 | 
|                          | Oil sands           |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     | 931 |  |  |       | 931   | 
|                         

|                                                                                                      |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     |     |   |  |       |       | 
|----------------------------------------------------------------------------------------------------- | ------------------- | ------------------ | --- | ------ | ------------------ |  | ------- | ------- |  |  | --- | ----- |  | --- | --- | --- | ----- |  | --- | ----- |  |  | --- | --- | - |  | ----- | ----- | 
|                                                                                                      |                     |                   
|2001 (as restated)                                                                                    |                     | $ million          |    
|                                                                                                     
|                                                                                                      |                    
|                                                                                                      |                     |                    |     |        |                    | 
|                                                                                                      |                     | Eastern Hemisphere |     |        | Western Hemisphere |  |         |        
|                                                                                                      |                     |                    |     |        |                    |  |         |        
|                                                                                                      |                     |                    |     | Middle |                    |  |         |         | 
|                                                                                                      |                     |                    |     | East,  |                    |  |         |         | 
|                                                                                                      |                     |                    |     | Asia   |                    |  | Russia, |         |  |  |     | Total | 
|                                                                                                      |                     | Europe             |     |        | Africa             |  |         | Pacific |  |  | CIS |       |  | USA |     |     | Other |  |     |      
|                                                                                                      |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |    
|                                                                                                     
|                                                                                                      |                    
|Acquisition of properties                                                                             |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     |     |   |  |       |      
|                                                                                                      | Proved              |                    |     | 5      |                    |  |         |        |  |  |     | 839   |  |     |     | 82  |       |  |     | 290   |  |  |     | 9   |   |  |       | 1,225 | 
|                                                                                                      | Unproved            |                    |     | 23     |                    |  |         | 61      |  |  |     | 162   |  |     |     | 91  |       |  |     | 157   |  |  |     | (19 | ) |  |       | 475   | 
|Exploration                                                                                           |                     |                    | 114 |        |                    |  | 163     |         |  |  | 119 |       |  |     | 203 |     |       |  | 303 |       |  |  | 203 |     |   |  | 1,105 |      
|Developmenta                                                                                          |                     |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     |     |   |  |       |      
|                                                                                                      | Excluding oil sands |                    |     | 852    |                    |  |         | 992     |  |  |     | 449   |  |     |     | 289 |       |  |     | 1,214 |  |  |     | 230 |   |  |       | 4,026 | 
|                                                                                                      | Oil sands           |                    |     |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |       |  |  |     | 847 |   |  |       | 847   | 
|                                                                                                     
|a  Includes the impact of
    reclassifications between geographical regions and cost
    categories.



G34 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                                                                      |                     |                    |    |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |     |  |  |     |     |  |  |     |       | 
|----------------------------------------------------------------------------------------------------- | ------------------- | ------------------ | -- | ------ | ------------------ |  | ------- | ------- |  |  | --- | ----- |  | --- | --- | --- | ----- |  | --- | --- |  |  | --- | --- |  |  | --- | ----- | 
|                                                                                                      |                     |                   
|2000 (as restated)                                                                                    |                     | $ million          |   
|                                                                                                     
|                                                                                                      |                    
|                                                                                                      |                     |                    |    |        |                    | 
|                                                                                                      |                     | Eastern Hemisphere |    |        | Western Hemisphere |  |         |        
|                                                                                                      |                     |                    |    |        |                    |  |         |        
|                                                                                                      |                     |                    |    | Middle |                    |  |         |         | 
|                                                                                                      |                     |                    |    | East,  |                    |  |         |         | 
|                                                                                                      |                     |                    |    | Asia   |                    |  | Russia, |         |  |  |     | Total | 
|                                                                                                      |                     | Europe             |    |        | Africa             |  |         | Pacific |  |  | CIS |       |  | USA |     |     | Other |  |     |    
|                                                                                                      |                     |                    |    |        |                    |  |         |         |  |  |     |       |  |    
|                                                                                                     
|                                                                                                      |                    
|Acquisition of properties                                                                             |                     |                    |    |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |     |  |  |     |     |  |  |     |      
|                                                                                                      | Proved              |                    |    | 1      |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     | 69  |  |  |     |    |  |  |     | 70    | 
|                                                                                                      | Unproved            |                    |    | 4      |                    |  |         | 82      |  |  |     |       |  |     |     | 36  |       |  |     | 34  |  |  |     | 57  |  |  |     | 213   | 
|Exploration                                                                                           |                     |                    | 79 |        |                    |  | 113     |         |  |  | 170 |       |  |     | 138 |     |       |  | 305 |     |  |  | 115 |     |  |  | 920 |      
|Developmenta                                                                                          |                     |                    |    |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |     |  |  |     |     |  |  |     |      
|                                                                                                      | Excluding oil sands |                    |    | 834    |                    |  |         | 554     |  |  |     | 290   |  |     |     | 297 |       |  |     | 809 |  |  |     | 169 |  |  |     | 2,953 | 
|                                                                                                      | Oil Sands           |                    |    |        |                    |  |         |         |  |  |     |       |  |     |     |     |       |  |     |     |  |  |     | 406 |  |  |     | 406   | 
|                                                                                                     
|a  Includes the impact of
    reclassifications between geographical regions and cost
    categories.



|                                                                                                                                  | 
|--------------------------------------------------------------------------------------------------------------------------------- | 
|The Group share of associated companies
    costs incurredwas $551 million
    in 2002 (2001: $415 million; 2000: $227 million). | 



Royal Dutch/Shell Group of
Companies      G35




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



(c) Earnings

Earnings of Group companies from exploration and
production activities are given in the table below. Certain
purchases of traded product are netted into sales.


|                                         |               |                    |        |         |            |  |         |         |  |  |       |       |  |     |       |       |       |  |       |       |  |  |       |     |  |  |        |        | 
|---------------------------------------- | ------------- | ------------------ | ------ | ------- | ---------- |  | ------- | ------- |  |  | ----- | ----- |  | --- | ----- | ----- | ----- |  | ----- | ----- |  |  | ----- | --- |  |  | ------ | ------ | 
|                                         |               |                   
|2002 (as restated)                       |               | $ million          |       
|                                        
|                                         |              
|                                         |               |                    |        |        
|                                         |               |                    |        | Western |            |  |        
|                                         |               | Eastern Hemisphere |        |         | Hemisphere |  |         |        
|                                         |               |                    |        |         |            |  |         |        
|                                         |               |                    |        | Middle  |            |  |         |         | 
|                                         |               |                    |        | East,   |            |  |         |         | 
|                                         |               |                    |        | Asia    |            |  | Russia, |         |  |  |       | Total | 
|                                         |               | Europe             |        |         | Africa     |  |         | Pacific |  |  | CIS   |       |  | USA |       |       | Other |  |       |      
|                                         |               |                    |        |         |            |  |         |         |  |  |       |       |  |    
|                                        
|                                         |              
|Sales                                    |               |                    |        |         |            |  |         |         |  |  |       |       |  |     |       |       |       |  |       |       |  |  |       |     |  |  |        |       
|                                         | third parties |                    |        | 5,472   |            |  |         | 73      |  |  |       | 969   |  |     |       | 1,764 |       |  |       | 1,997 |  |  |       | 892 |  |  |        | 11,167 | 
|                                         | intra-group   |                    |        | 4,572   |            |  |         | 2,538   |  |  |       | 1,186 |  |     |       | 3,087 |       |  |       | 2,863 |  |  |       | 433 |  |  |        | 14,679 | 
|                                        
|Net proceeds                             |               |                    | 10,044 |         |            |  | 2,611   |         |  |  | 2,155 |       |  |     | 4,851 |       |       |  | 4,860 |       |  |  | 1,325 |     |  |  | 25,846 |       
|Production costsa                        |               |                    | 1,826  |         |            |  | 754     |         |  |  | 477   |       |  |     | 1,515 |       |       |  | 589   |       |  |  | 298   |     |  |  | 5,459  |       
|Exploration expense                      |               |                    | 177    |         |            |  | 219     |         |  |  | 62    |       |  |     | 82    |       |       |  | 249   |       |  |  | 208   |     |  |  | 997    |       
|Depreciation, depletion and amortisation |               |                    | 2,233  |         |            |  | 374     |         |  |  | 593   |       |  |     | 794   |       |       |  | 1,351 |       |  |  | 226   |     |  |  | 5,571  |       
|Other income/(costs)                     |               |                    | (604   | )       |            |  | (162    | )       |  |  | 149   |       |  |     | (358  | )     |       |  | (330  | )     |  |  | (227  | )   |  |  | (1,532 | )     
|                                        
|Earnings before taxation                 |               |                    | 5,204  |         |            |  | 1,102   |         |  |  | 1,172 |       |  |     | 2,102 |       |       |  | 2,341 |       |  |  | 366   |     |  |  | 12,287 |       
|Taxation                                 |               |                    | 2,365  |         |            |  | 799     |         |  |  | 332   |       |  |     | 1,638 |       |       |  | 791   |       |  |  | 106   |     |  |  | 6,031  |       
|                                        
|Earnings from operations                 |               |                    | 2,839  |         |            |  | 303     |         |  |  | 840   |       |  |     | 464   |       |       |  | 1,550 |       |  |  | 260   |     |  |  | 6,256  |       
|                                        
|Earnings from oil sands                  |               |                    |        |         |            |  |         |         |  |  |       |       |  |     |       |       |       |  |       |       |  |  | (3    | )   |  |  | (3     | )     
|                                        

|                                         |               |                    |       |         |            |  |         |         |  |  |       |       |  |     |       |       |       |  |       |       |  |  |       |     |  |  |        |        | 
|---------------------------------------- | ------------- | ------------------ | ----- | ------- | ---------- |  | ------- | ------- |  |  | ----- | ----- |  | --- | ----- | ----- | ----- |  | ----- | ----- |  |  | ----- | --- |  |  | ------ | ------ | 
|                                         |               |                   
|2001 (as restated)                       |               | $ million          |      
|                                        
|                                         |              
|                                         |               |                    |       |        
|                                         |               |                    |       | Western |            |  |        
|                                         |               | Eastern Hemisphere |       |         | Hemisphere |  |         |        
|                                         |               |                    |       |         |            |  |         |        
|                                         |               |                    |       | Middle  |            |  |         |         | 
|                                         |               |                    |       | East,   |            |  |         |         | 
|                                         |               |                    |       | Asia    |            |  | Russia, |         |  |  |       | Total | 
|                                         |               | Europe             |       |         | Africa     |  |         | Pacific |  |  | CIS   |       |  | USA |       |       | Other |  |       |      
|                                         |               |                    |       |         |            |  |         |         |  |  |       |       |  |    
|                                        
|                                         |              
|Sales                                    |               |                    |       |         |            |  |         |         |  |  |       |       |  |     |       |       |       |  |       |       |  |  |       |     |  |  |        |       
|                                         | third parties |                    |       | 4,971   |            |  |         | 98      |  |  |       | 1,013 |  |     |       | 1,322 |       |  |       | 2,771 |  |  |       | 836 |  |  |        | 11,011 | 
|                                         | intra-group   |                    |       | 3,723   |            |  |         | 2,759   |  |  |       | 1,171 |  |     |       | 3,201 |       |  |       | 2,306 |  |  |       | 630 |  |  |        | 13,790 | 
|                                        
|Net proceeds                             |               |                    | 8,694 |         |            |  | 2,857   |         |  |  | 2,184 |       |  |     | 4,523 |       |       |  | 5,077 |       |  |  | 1,466 |     |  |  | 24,801 |       
|Production costsa                        |               |                    | 1,276 |         |            |  | 820     |         |  |  | 406   |       |  |     | 1,362 |       |       |  | 496   |       |  |  | 268   |     |  |  | 4,628  |       
|Exploration expense                      |               |                    | 98    |         |            |  | 109     |         |  |  | 121   |       |  |     | 125   |       |       |  | 289   |       |  |  | 143   |     |  |  | 885    |       
|Depreciation, depletion and amortisation |               |                    | 1,279 |         |            |  | 317     |         |  |  | 475   |       |  |     | 518   |       |       |  | 1,072 |       |  |  | 257   |     |  |  | 3,918  |       
|Other income/(costs)                     |               |                    | (395  | )       |            |  | (97     | )       |  |  | (58   | )     |  |     | (74   | )     |       |  | (305  | )     |  |  | (247  | )   |  |  | (1,176 | )     
|                                        
|Earnings before taxation                 |               |                    | 5,646 |         |            |  | 1,514   |         |  |  | 1,124 |       |  |     | 2,444 |       |       |  | 2,915 |       |  |  | 551   |     |  |  | 14,194 |       
|Taxation                                 |               |                    | 2,476 |         |            |  | 1,034   |         |  |  | 404   |       |  |     | 1,849 |       |       |  | 1,028 |       |  |  | 196   |     |  |  | 6,987  |       
|                                        
|Earnings from operations                 |               |                    | 3,170 |         |            |  | 480     |         |  |  | 720   |       |  |     | 595   |       |       |  | 1,887 |       |  |  | 355   |     |  |  | 7,207  |       
|                                        
|Earnings from oil sands                  |               |                    |       |         |            |  |         |         |  |  |       |       |  |     |       |       |       |  |       |       |  |  |      |     |  |  |       |       
|                                        



G36 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





|   |                                                      
|-- | -----------------------------------------------------
|25 | Oil and gas exploration and production
    activities

(c) Earnings continued

|                                                                                                                                     |               |                    |       |                    |        |  |              |         |  |  |             |     |  |     |       |       |       |  |       |       |  |  |       |       |  |  |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------ | ------------- | ------------------ | ----- | ------------------ | ------ |  | ------------ | ------- |  |  | ----------- | --- |  | --- | ----- | ----- | ----- |  | ----- | ----- |  |  | ----- | ----- |  |  | ------ | ------ | 
|                                                                                                                                     |               |                   
|2000 (as restated)                                                                                                                   |               | $ million          |      
|                                                                                                                                    
|                                                                                                                                     |              
|                                                                                                                                     |               |                    |       |                   
|                                                                                                                                     |               | Eastern Hemisphere |       |                    |        |  | Total        |        
|                                                                                                                                     |               |                    |       | Western Hemisphere |        |  |             
|                                                                                                                                     |               |                    |       |                    |        |  |             
|                                                                                                                                     |               |                    |       | Asia               |        |  | Middle East, |         |  |  |             |     | 
|                                                                                                                                     |               | Europe             |       |                    | Africa |  |              | Pacific |  |  | Russia, CIS |     |  | USA |       |       | Other |  |       |      
|                                                                                                                                    
|                                                                                                                                     |              
|Sales                                                                                                                                |               |                    |       |                    |        |  |              |         |  |  |             |     |  |     |       |       |       |  |       |       |  |  |       |       |  |  |        |       
|                                                                                                                                     | third parties |                    |       | 5,378              |        |  |              | 161     |  |  |             | 919 |  |     |       | 1,216 |       |  |       | 3,199 |  |  |       | 1,104 |  |  |        | 11,977 | 
|                                                                                                                                     | intra-group   |                    |       | 3,714              |        |  |              | 3,181   |  |  |             | 842 |  |     |       | 3,740 |       |  |       | 2,165 |  |  |       | 534   |  |  |        | 14,176 | 
|                                                                                                                                    
|Net proceeds                                                                                                                         |               |                    | 9,092 |                    |        |  | 3,342        |         |  |  | 1,761       |     |  |     | 4,956 |       |       |  | 5,364 |       |  |  | 1,638 |       |  |  | 26,153 |       
|Production costsa                                                                                                                    |               |                    | 1,493 |                    |        |  | 901          |         |  |  | 332         |     |  |     | 1,462 |       |       |  | 427   |       |  |  | 313   |       |  |  | 4,928  |       
|Exploration expense                                                                                                                  |               |                    | 118   |                    |        |  | 151          |         |  |  | 159         |     |  |     | 105   |       |       |  | 226   |       |  |  | 75    |       |  |  | 834    |       
|Depreciation,                                                                                                                        |               |                    |       |                    |        |  |              |         |  |  |             |     |  |     |       |       |       |  |       |       |  |  |       |       |  |  |        |       
|depletion and                                                                                                                        |               |                    |       |                    |        |  |              |         |  |  |             |     |  |     |       |       |       |  |       |       |  |  |       |       |  |  |        |       
|amortisation                                                                                                                         |               |                    | 1,435 |                    |        |  | 293          |         |  |  | 373         |     |  |     | 327   |       |       |  | 953   |       |  |  | 321   |       |  |  | 3,702  |       
|Other income/(costs)                                                                                                                 |               |                    | 206   |                    |        |  | 13           |         |  |  | 594         |     |  |     | (78   | )     |       |  | 378   |       |  |  | (313  | )     |  |  | 800    |       
|                                                                                                                                    
|Earnings before                                                                                                                      |               |                    |       |                    |        |  |              |         |  |  |             |     |  |     |       |       |       |  |       |       |  |  |       |       |  |  |        |       
|taxation                                                                                                                             |               |                    | 6,252 |                    |        |  | 2,010        |         |  |  | 1,491       |     |  |     | 2,984 |       |       |  | 4,136 |       |  |  | 616   |       |  |  | 17,489 |       
|Taxation                                                                                                                             |               |                    | 2,771 |                    |        |  | 1,496        |         |  |  | 509         |     |  |     | 2,211 |       |       |  | 1,391 |       |  |  | 171   |       |  |  | 8,549  |       
|                                                                                                                                    
|Earnings from operations                                                                                                             |               |                    | 3,481 |                    |        |  | 514          |         |  |  | 982         |     |  |     | 773   |       |       |  | 2,745 |       |  |  | 445   |       |  |  | 8,940  |       
|                                                                                                                                    
|Earnings from oil sands                                                                                                              |               |                    |       |                    |        |  |              |         |  |  |             |     |  |     |       |       |       |  |       |       |  |  |      |       |  |  |       |       
|                                                                                                                                    
|a  Includes certain royalties paid in
    cash amounting to $1,449 million in 2002 (2001:
    $1,364 million; 2000: $1,698 million). |               |                    |       |                   



|                                                                                                                                                                                                                                                                                       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|The Group share of associated companies
    earningswas $543 million in 2002
    (2001: $757 million; 2000: $990 million) mainly
    in the USA $330 million (2001: $303 million;
    2000: $569 million) and Asia Pacific $171 million
    (2001: $428 million; 2000: $370 million). | 



|   |                       
|-- | ----------------------
|26 | Auditors remuneration

|                            |  |      |             |           |      |  |    |      |  |  |    | 
|--------------------------- |  | ---- | ----------- | --------- | ---- |  | -- | ---- |  |  | -- | 
|                            |  |      |             |          
|                            |  |      |             | $ million |     
|                           
|                            | 
|Remuneration of KPMG and    |  | 2002 |             |           | 2001 |  |    | 2000 | 
|PricewaterhouseCoopers      |  |      | As restated |           |      |  |    |     
|                           
|                            | 
|Audit fees                  |  |      | 27          |           |      |  | 18 |      |  |  | 17 | 
|Fees for non-audit services |  |      | 35          |           |      |  | 32 |      |  |  | 47 | 
|                           

27 Contingencies and litigation

Contingent liabilities of Group companies arising
from guarantees related to commitments of non-consolidated
entities amounted to $4.1 billion at December 31, 2002
(2001: $3.2 billion). An analysis of the guarantees
outstanding at December 31, 2002 is given in the following
table:

|                             |  |           |     | 
|---------------------------- |  | --------- | --- | 
|                             |  | $ billion |    
|                            
|                             | 
|In respect of debt           |  |           | 2.1 | 
|In respect of customs duties |  |           | 1.0 | 
|Other                        |  |           | 1.0 | 
|Total                        |  |           | 4.1 | 
|                            

The $2.1 billion of guarantees in respect of
debt relate to project finance. Guarantees in respect of customs
duties mainly relate to a cross guarantee, renewable annually,
for amounts payable by industry participants in a western
European country.

Shell Oil Company (including subsidiaries and
affiliates, referred to collectively as SOC), along with other
oil companies, has been sued by public and quasi-public water
purveyors, as well as governmental entities, alleging
responsibility for groundwater contamination caused by releases
of gasoline containing oxygenate additives. Most of these suits
assert among other claims, product liability theories, and seek
to recover damages from SOC and others, including clean-up
costs. As of December 31, 2002, there were eleven pending suits
by such plaintiffs that asserted claims against SOC, which cases
involve a number of defendants (including a number of other
major energy and refining companies). A majority of these cases
do not specify the damages sought and, in the cases where
damages are specified, management of the Group believes that the
amount of damages claimed is speculative and, therefore, not
indicative of the range of possible outcomes. Management of the
Group cannot currently



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predict the manner and timing of the resolution
of pending oxygenate-related matters and is currently unable to
estimate the range of possible additional losses from such
matters because of the preliminary stage of the proceedings, the
number of defendants involved in these cases and the related
issue of determining the allocation of potential liability among
defendants. However, based on the facts and circumstances
currently known, management of the Group does not currently
believe that the outcome of the oxygenate-related litigation
pending as of December 31, 2002 will have a material impact on
the Groups financial condition, although such resolutions
could have a significant effect on periodic results for the
period in which they are recognised.


A $490 million dollar judgment in favour of 466
plaintiffs was rendered in 2002 by a Nicaraguan court against
SOC and others, based upon Nicaraguan Special Law 364 for
claimed personal injuries resulting from alleged exposure to
dibromochloropropane (DBCP)  a pesticide manufactured
by SOC prior to 1978. This special law imposes strict liability
(in a predetermined amount) on international manufacturers of
DBCP. The statute also provides that unless a deposit (based on
a predetermined formula) of an amount denominated in Nicaraguan
cordobas (which in this case was in excess of $20 million) is
made by each defendant for each case into the Nicaraguan courts,
the claims would be submitted to the US courts. SOC chose not to
make this deposit and thereafter judgment was entered without
giving effect to the provision of Special Law 364 that submits
the matter to the US courts. Special Law 364 requires each
defendant in a case to post a deposit equal to
$100 thousand plus 300 million Nicaraguan cordobas.
Since SOC was a defendant in one case, it was required to post a
deposit equal to between $19 and $20 million
($100 thousand plus 300 million Nicaraguan cordobas at
an exchange rate of between 15 and 16 cordobas per dollar).
Further, SOC was not afforded the opportunity to present any
defences in the Nicaraguan court, including that it was not
subject to Nicaraguan jurisdiction because it had neither
shipped nor sold DBCP to parties in Nicaragua. It is the opinion
of management of the Group that this judgment does not meet due
process standards in the United States and is unenforceable as a
matter of law. No reserves have been established for this
judgment.

Since 1984, SOC has been named with others as a
defendant in numerous product liability cases, including class
actions, involving the failure of residential plumbing systems
and municipal water distribution systems constructed with
polybutylene plastic pipe. SOC fabricated the resin for this
pipe while the co-defendants fabricated the raw materials for
the pipe fittings. As a result of two class action settlements
in 1995, SOC and the co-defendants agreed on a mechanism to fund
until 2009 the settlement of most of the residential plumbing
claims in the United States. Reserves have been taken by SOC for
its settlement funding needs anticipated at this time.
Additionally, claims that are not part of these class action
settlements or that challenge these settlements continue to be
filed primarily involving alleged problems with polybutylene
pipe used in municipal water distribution systems. It is the
opinion of management of the Group that exposure from this other
polybutylene litigation pending as at December 31, 2002, is
not material. Management of the Group cannot currently predict
when or how all polybutylene matters will be finally resolved.

Group companies are subject to a number of other
loss contingencies arising out of litigation and claims brought
by governmental and private parties. While it is not feasible to
predict the outcome of pending litigation and claims with
certainty, the management of the Group believes that any
reasonably possible additional loss related to such matters, in
excess of provisions made, would have no material adverse effect
on the Groups financial statements or cash flows as of
December 31, 2002.

The operations and earnings of Group companies
continue, from time to time, to be affected to varying degrees
by political, legislative, fiscal and regulatory developments,
including those relating to environmental protection, in the
countries in which they operate. The industries in which Group
companies are engaged are also subject to physical risks of
various types. The nature and frequency of these developments
and events, not all of which are covered by insurance, as well
as their effect on future operations and earnings, are
unpredictable.

Subsequent to the year ended December 31, 2002,
in connection with the recategorisation of certain hydrocarbon
reserves announced on January 9, 2004, a number of shareholder
class action complaints were filed in the United States District
Court of New Jersey, the United States Securities and Exchange
Commission has issued a formal order of private investigation,
the United States Department of Justice has commenced a criminal
investigation, the UK Financial Services Authority has served
formal notice of investigation under the Financial Services and
Markets Act 2000 and Euronext Amsterdam and the Dutch Authority
Financial Markets are investigating the issues related to the
reserves recategorisation. Management of the Group cannot
currently predict the manner and timing of the resolution of
these pending matters, is currently unable to estimate the range
of possible losses from such matters and does not currently
believe the resolution of these pending matters will have a
material impact on the Groups financial condition,
although such resolutions could have a significant effect on
periodic results for the period in which they are recognised.



|   |                      
|-- | ---------------------
|28 | Financial instruments

Group companies, in the normal course of
business, use various types of financial instruments which
expose the Group to market or credit risk. Group companies have
procedures and policies in place to limit the amount of credit
exposure to any counterparty or market. These procedures and the
broad geographical spread of Group companies activities
limit the Groups exposure to concentrations of credit or
market risk.



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Some Group companies enter into derivatives such
as interest rate swaps/forward rate agreements to manage
interest rate exposure. The financing of most Operating
Companies is structured on a floating-rate basis and, except in
special cases, further interest rate risk management is
discouraged. Foreign exchange derivatives, such as forward
exchange contracts and currency swaps/options, are used by some
Group companies to manage foreign exchange risk. Commodity
swaps, options and futures are used to manage price and timing
risks mainly involving crude oil, natural gas and oil products.

The contract/notional amount, together with the
estimated fair value (carrying amount) of derivatives held by
Group companies at December 31 is as follows:

|                                                           |  |           |        |  |             |  |     |           |  |  |            |  |  |  |    | 
|---------------------------------------------------------- |  | --------- | ------ |  | ----------- |  | --- | --------- |  |  | ---------- |  |  |  | -- | 
|                                                          
|                                                           | 
|                                                           |  |           |        | 
|                                                           |  | 2002      |        |  | 2001        | 
|                                                          
|                                                           | 
|                                                           |  | Estimated |        |  |            
|                                                           |  | Contract/ |        |  | fair        |  |     | Contract/ |  |  |           
|                                                           |  | notional  |        |  | value       |  |     | notional  |  |  | Estimated  | 
|                                                           |  | amount    |        |  | As restated |  |     | amount    |  |  | fair value | 
|                                                          
|                                                           | 
|Interest rate swaps/ forward rate agreements               |  |           | 5,557  |  |             |  | 169 |           |  |  | 1,962      |  |  |  | 18 | 
|Forward exchange contracts and currency swaps/
    options |  |           | 16,922 |  |             |  | (88 | )         |  |  | 5,827      |  |  |  | 21 | 
|Commodity swaps, options and futures                       |  |           | 56,642 |  |             |  | 55  |           |  |  | 32,808     |  |  |  | 17 | 
|                                                          
|                                                           |  |           | 79,121 |  |             |  | 136 |           |  |  | 40,597     |  |  |  | 56 | 
|                                                          

Other financial instruments in the Statement of
Assets and Liabilities include fixed assets:
investments  securities, trade receivables,
short-term securities, cash and cash equivalents, short and
long-term debt, and assets and liabilities in respect of risk
management activities. The estimated fair values of these
instruments approximate their carrying amounts.



|   |                                                                                    
|-- | -----------------------------------------------------------------------------------
|29 | Division of Group net assets between the
    Parent Companies and movements therein

The division of Group net assets and movements
therein, including Group net income, in accordance with
Note 1, is as follows:

|                                                                                            |  |             |        |   |                 |  |        |             |  |  |        |  
|------------------------------------------------------------------------------------------- |  | ----------- | ------ | - | --------------- |  | ------ | ----------- |  |  | ------ | -
|                                                                                            |  |            
|                                                                                            |  | $ million   |       
|                                                                                           
|                                                                                            | 
|                                                                                            |  | Royal Dutch |        |   | Shell Transport | 
|                                                                                            |  | Total       |        |   | (60%)           |  |        | (40%)       | 
|                                                                                            |  | As restated |        |   | As restated     |  |        | As restated | 
|                                                                                           
|                                                                                            | 
|At January 1, 2000                                                                          |  |             | 56,601 |   |                 |  | 33,961 |             |  |  | 22,640 |  
|Movements during the year 2000
    Group net income                                         |  |             | 12,866 |   |                 |  | 7,720  |             |  |  | 5,146  |  
|less: distributions to Parent Companies                                                     |  |             | (8,579 | ) |                 |  | (5,147 | )           |  |  | (3,432 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 4,287  |   |                 |  | 2,573  |             |  |  | 1,714  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (200   | ) |                 |  | (120   | )           |  |  | (80    | )
|Other comprehensive income (see Note 5)                                                     |  |             | (3,019 | ) |                 |  | (1,813 | )           |  |  | (1,206 | )
|                                                                                           
|At December 31, 2000                                                                        |  |             | 57,669 |   |                 |  | 34,601 |             |  |  | 23,068 |  
|                                                                                           
|Movements during the year 2001                                                              |  |             |        |   |                 |  |        |             |  |  |        |  
|Group net income                                                                            |  |             | 10,350 |   |                 |  | 6,210  |             |  |  | 4,140  |  
|less: distributions to Parent Companies                                                     |  |             | (9,163 | ) |                 |  | (5,498 | )           |  |  | (3,665 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 1,187  |   |                 |  | 712    |             |  |  | 475    |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (642   | ) |                 |  | (385   | )           |  |  | (257   | )
|Other comprehensive income (see Note 5)                                                     |  |             | (1,970 | ) |                 |  | (1,182 | )           |  |  | (788   | )
|                                                                                           
|At December 31, 2001                                                                        |  |             | 56,244 |   |                 |  | 33,746 |             |  |  | 22,498 |  
|                                                                                           
|Movements during the year 2002                                                              |  |             |        |   |                 |  |        |             |  |  |        |  
|Group net income                                                                            |  |             | 9,722  |   |                 |  | 5,833  |             |  |  | 3,889  |  
|less: distributions to Parent Companies                                                     |  |             | (5,435 | ) |                 |  | (3,261 | )           |  |  | (2,174 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 4,287  |   |                 |  | 2,572  |             |  |  | 1,715  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (844   | ) |                 |  | (507   | )           |  |  | (337   | )
|Other comprehensive income (see Note 5)                                                     |  |             | 757    |   |                 |  | 455    |             |  |  | 302    |  
|                                                                                           
|At December 31, 2002                                                                        |  |             | 60,444 |   |                 |  | 36,266 |             |  |  | 24,178 |  
|                                                                                           

The above table is based on the Groups
US GAAP results. See the Reconciliation between
US GAAP and Netherlands GAAP table in Note 31
for the impact of differences between US GAAP and
Netherlands GAAP on the Groups net assets.



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|                                                                                            |  |             |        |   |             |  |                 |             |  |  |          |       |  |             |            |   |             |  |      |          |  |  |             |   |  |             |        |   |  |  |      |   |  |  |        |  
|------------------------------------------------------------------------------------------- |  | ----------- | ------ | - | ----------- |  | --------------- | ----------- |  |  | -------- | ----- |  | ----------- | ---------- | - | ----------- |  | ---- | -------- |  |  | ----------- | - |  | ----------- | ------ | - |  |  | ---- | - |  |  | ------ | -
|                                                                                            |  |            
|Restatement of previously issued Financial Statements                                       |  | $ million   |       
|                                                                                           
|                                                                                            | 
|                                                                                            |  | Royal Dutch |        |   |             |  | Shell Transport |            
|                                                                                            |  | Previously  |        |   |             |  | Previously      |             |  |  |          | (60%) |  |             | Previously |   |             |  |      | (40%)    | 
|                                                                                            |  | reported    |        |   | Adjustments |  |                 | As restated |  |  | reported |       |  | Adjustments |            |   | As restated |  |      | reported |  |  | Adjustments |   |  | As restated |       
|                                                                                           
|                                                                                            | 
|At January 1, 2000                                                                          |  |             | 56,171 |   |             |  | 430             |             |  |  | 56,601   |       |  |             | 33,703     |   |             |  | 258  |          |  |  | 33,961      |   |  |             | 22,468 |   |  |  | 172  |   |  |  | 22,640 |  
|Movements during the year 2000                                                              |  |             |        |   |             |  |                 |             |  |  |          |       |  |             |            |   |             |  |      |          |  |  |             |   |  |             |        |   |  |  |      |   |  |  |        |  
|Group net income                                                                            |  |             | 12,719 |   |             |  | 147             |             |  |  | 12,866   |       |  |             | 7,631      |   |             |  | 89   |          |  |  | 7,720       |   |  |             | 5,088  |   |  |  | 58   |   |  |  | 5,146  |  
|less: distributions to Parent Companies                                                     |  |             | (8,579 | ) |             |  |                |             |  |  | (8,579   | )     |  |             | (5,147     | ) |             |  |     |          |  |  | (5,147      | ) |  |             | (3,432 | ) |  |  |     |   |  |  | (3,432 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 4,140  |   |             |  | 147             |             |  |  | 4,287    |       |  |             | 2,484      |   |             |  | 89   |          |  |  | 2,573       |   |  |             | 1,656  |   |  |  | 58   |   |  |  | 1,714  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (200   | ) |             |  |                |             |  |  | (200     | )     |  |             | (120       | ) |             |  |     |          |  |  | (120        | ) |  |             | (80    | ) |  |  |     |   |  |  | (80    | )
|Other comprehensive income (see Note 5)                                                     |  |             | (3,025 | ) |             |  | 6               |             |  |  | (3,019   | )     |  |             | (1,815     | ) |             |  | 2    |          |  |  | (1,813      | ) |  |             | (1,210 | ) |  |  | 4    |   |  |  | (1,206 | )
|                                                                                           
|At December 31, 2000                                                                        |  |             | 57,086 |   |             |  | 583             |             |  |  | 57,669   |       |  |             | 34,252     |   |             |  | 349  |          |  |  | 34,601      |   |  |             | 22,834 |   |  |  | 234  |   |  |  | 23,068 |  
|                                                                                           
|Movements during the year 2001                                                              |  |             |        |   |             |  |                 |             |  |  |          |       |  |             |            |   |             |  |      |          |  |  |             |   |  |             |        |   |  |  |      |   |  |  |        |  
|Group net income                                                                            |  |             | 10,852 |   |             |  | (502            | )           |  |  | 10,350   |       |  |             | 6,511      |   |             |  | (301 | )        |  |  | 6,210       |   |  |             | 4,341  |   |  |  | (201 | ) |  |  | 4,140  |  
|less: distributions to Parent Companies                                                     |  |             | (9,163 | ) |             |  |                |             |  |  | (9,163   | )     |  |             | (5,498     | ) |             |  |     |          |  |  | (5,498      | ) |  |             | (3,665 | ) |  |  |     |   |  |  | (3,665 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 1,689  |   |             |  | (502            | )           |  |  | 1,187    |       |  |             | 1,013      |   |             |  | (301 | )        |  |  | 712         |   |  |             | 676    |   |  |  | (201 | ) |  |  | 475    |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (642   | ) |             |  |                |             |  |  | (642     | )     |  |             | (385       | ) |             |  |     |          |  |  | (385        | ) |  |             | (257   | ) |  |  |     |   |  |  | (257   | )
|Other comprehensive income (see Note 5)                                                     |  |             | (1,973 | ) |             |  | 3               |             |  |  | (1,970   | )     |  |             | (1,184     | ) |             |  | 2    |          |  |  | (1,182      | ) |  |             | (789   | ) |  |  | 1    |   |  |  | (788   | )
|                                                                                           
|At December 31, 2001                                                                        |  |             | 56,160 |   |             |  | 84              |             |  |  | 56,244   |       |  |             | 33,696     |   |             |  | 50   |          |  |  | 33,746      |   |  |             | 22,464 |   |  |  | 34   |   |  |  | 22,498 |  
|                                                                                           
|Movements during the year 2002                                                              |  |             |        |   |             |  |                 |             |  |  |          |       |  |             |            |   |             |  |      |          |  |  |             |   |  |             |        |   |  |  |      |   |  |  |        |  
|Group net income                                                                            |  |             | 9,419  |   |             |  | 303             |             |  |  | 9,722    |       |  |             | 5,651      |   |             |  | 182  |          |  |  | 5,833       |   |  |             | 3,768  |   |  |  | 121  |   |  |  | 3,889  |  
|less: distributions to Parent Companies                                                     |  |             | (5,435 | ) |             |  |                |             |  |  | (5,435   | )     |  |             | (3,261     | ) |             |  |     |          |  |  | (3,261      | ) |  |             | (2,174 | ) |  |  |     |   |  |  | (2,174 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 3,984  |   |             |  | 303             |             |  |  | 4,287    |       |  |             | 2,390      |   |             |  | 182  |          |  |  | 2,572       |   |  |             | 1,594  |   |  |  | 121  |   |  |  | 1,715  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (844   | ) |             |  |                |             |  |  | (844     | )     |  |             | (507       | ) |             |  |     |          |  |  | (507        | ) |  |             | (337   | ) |  |  |     |   |  |  | (337   | )
|Other comprehensive income (Note 5)                                                         |  |             | 764    |   |             |  | (7              | )           |  |  | 757      |       |  |             | 459        |   |             |  | (4   | )        |  |  | 455         |   |  |             | 305    |   |  |  | (3   | ) |  |  | 302    |  
|                                                                                           
|At December 31, 2002                                                                        |  |             | 60,064 |   |             |  | 380             |             |  |  | 60,444   |       |  |             | 36,038     |   |             |  | 228  |          |  |  | 36,266      |   |  |             | 24,026 |   |  |  | 152  |   |  |  | 24,178 |  
|                                                                                           



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Netherlands GAAP Financial
Statements




---



|                                                  |  |           |   |  |      |  |         |      |  |  |         |   |  |  |         |  
|------------------------------------------------- |  | --------- | - |  | ---- |  | ------- | ---- |  |  | ------- | - |  |  | ------- | -
|                                                  |  |          
|Statement of Income (as restated)                 |  | $ million |  
|                                                 
|                                                  | 
|                                                  |  | Note      |   |  | 2002 |  |         | 2001 |  |  | 2000    |  
|                                                 
|                                                  | 
|Sales proceeds                                    |  |           |   |  |      |  | 235,482 |      |  |  | 177,201 |   |  |  | 191,418 |  
|Sales taxes, excise duties and similar levies     |  |           |   |  |      |  | 56,167  |      |  |  | 42,070  |   |  |  | 42,365  |  
|                                                 
|Net proceeds                                      |  |           |   |  |      |  | 179,315 |      |  |  | 135,131 |   |  |  | 149,053 |  
|Cost of sales                                     |  |           |   |  |      |  | 150,831 |      |  |  | 108,151 |   |  |  | 118,163 |  
|                                                 
|Gross profit                                      |  |           |   |  |      |  | 28,484  |      |  |  | 26,980  |   |  |  | 30,890  |  
|Selling and distribution expenses                 |  |           |   |  |      |  | 9,954   |      |  |  | 7,898   |   |  |  | 7,896   |  
|Administrative expenses                           |  |           |   |  |      |  | 1,601   |      |  |  | 1,244   |   |  |  | 1,137   |  
|Exploration                                       |  |           |   |  |      |  | 1,073   |      |  |  | 910     |   |  |  | 836     |  
|Research and development                          |  |           |   |  |      |  | 472     |      |  |  | 387     |   |  |  | 389     |  
|                                                 
|Operating profit of Group companies               |  |           |   |  |      |  | 15,384  |      |  |  | 16,541  |   |  |  | 20,632  |  
|Share of operating profit of associated companies |  |           | 6 |  |      |  | 2,822   |      |  |  | 2,646   |   |  |  | 4,101   |  
|                                                 
|Operating profit                                  |  |           |   |  |      |  | 18,206  |      |  |  | 19,187  |   |  |  | 24,733  |  
|Interest and other income                         |  |           | 7 |  |      |  | 758     |      |  |  | 1,059   |   |  |  | 974     |  
|Interest expense                                  |  |           | 8 |  |      |  | 1,364   |      |  |  | 1,133   |   |  |  | 1,324   |  
|Currency exchange gains/(losses)                  |  |           |   |  |      |  | (23     | )    |  |  | (30     | ) |  |  | (114    | )
|                                                 
|Income before taxation                            |  |           |   |  |      |  | 17,577  |      |  |  | 19,083  |   |  |  | 24,269  |  
|Taxation                                          |  |           | 9 |  |      |  | 7,796   |      |  |  | 8,404   |   |  |  | 11,349  |  
|                                                 
|Income after taxation                             |  |           |   |  |      |  | 9,781   |      |  |  | 10,679  |   |  |  | 12,920  |  
|Income applicable to minority interests           |  |           |   |  |      |  | 179     |      |  |  | 329     |   |  |  | 54      |  
|                                                 
|Net income                                        |  |           |   |  |      |  | 9,602   |      |  |  | 10,350  |   |  |  | 12,866  |  
|                                                 

|                                                                                                   |                                               |           |    |    |      |  |        |        |   |  |        |        |   |  |        |        |  
|-------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------- | -- | -- | ---- |  | ------ | ------ | - |  | ------ | ------ | - |  | ------ | ------ | -
|                                                                                                  
|                                                                                                   |                                               |          
|Statement of Comprehensive Income and Parent Companies Interest in Group Net Assets (as restated) |                                               | $ million |   
|                                                                                                  
|                                                                                                   |                                              
|                                                                                                   |                                               | Note      |    |    | 2002 |  |        | 2001   |   |  | 2000   |       
|                                                                                                  
|                                                                                                   |                                              
|Net income                                                                                         |                                               |           | 35 |    |      |  | 9,602  |        |   |  | 10,350 |        |   |  | 12,866 |       
|Other comprehensive income, net of tax:                                                            |                                               |           | 5  |    |      |  |        |        |   |  |        |        |   |  |        |       
|                                                                                                   | currency translation differences              |           |    | 19 |      |  |        | 2,432  |   |  |        | (1,686 | ) |  |        | (2,711 | )
|                                                                                                   | unrealised gains/(losses) on securities       |           |    |    |      |  |        | 25     |   |  |        | (143   | ) |  |        | (238   | )
|                                                                                                   | unrealised gains/(losses) on cash flow hedges |           |    |    |      |  |        | (225   | ) |  |        | (14    | ) |  |        |        |  
|                                                                                                   | minimum pension liability adjustments         |           |    |    |      |  |        | (1,475 | ) |  |        | (127   | ) |  |        | (70    | )
|                                                                                                  
|Comprehensive income                                                                               |                                               |           |    |    |      |  | 10,359 |        |   |  | 8,380  |        |   |  | 9,847  |       
|Distributions to Parent Companies                                                                  |                                               |           | 35 |    |      |  | (5,435 | )      |   |  | (9,163 | )      |   |  | (8,579 | )     
|Increase in Parent Companies shares held,
    net of dividends received                           |                                               |           | 22 |    |      |  | (844   | )      |   |  | (642   | )      |   |  | (200   | )     
|Parent Companies interest in Group net
    assets at January 1                                    |                                               |           |    |    |      |  | 56,244 |        |   |  | 57,669 |        |   |  | 56,601 |       
|                                                                                                  
|Parent Companies interest in Group net
    assets at December 31                                  |                                               |           | 35 |    |      |  | 60,324 |        |   |  | 56,244 |        |   |  | 57,669 |       
|                                                                                                  



Royal Dutch/Shell Group of
Companies      G41




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---



20-F/A (Amendment No. 1) 2002




---



|                                                           |                                          |                      |           |    |         |  |         |        |        |  |        |        |        | 
|---------------------------------------------------------- | ---------------------------------------- | -------------------- | --------- | -- | ------- |  | ------- | ------ | ------ |  | ------ | ------ | ------ | 
|                                                           |                                          |                     
|Statement of Assets and Liabilities (as restated)          |                                          |                      | $ million |   
|                                                          
|                                                           |                                         
|                                                           |                                          | Dec 31,              |           |    | Dec 31, | 
|                                                           |                                          | Note                 |           |    | 2002    |  |         | 2001   |       
|                                                          
|                                                           |                                         
|Fixed assets                                               |                                          |                      |           |    |         |  |         |        |        |  |        |       
|                                                           | Tangible assets                          |                      |           | 32 |         |  |         | 81,757 |        |  |        | 53,156 |       
|                                                           | Intangible assets                        |                      |           | 32 |         |  |         | 4,576  |        |  |        | 939    |       
|                                                           | Investments:                             |                      |           |    |         |  |         |        |        |  |        |        |       
|                                                           |                                          | associated companies |           |    | 6       |  |         |        | 17,948 |  |        |        | 18,332 | 
|                                                           |                                          | securities           |           |    | 14      |  |         |        | 1,719  |  |        |        | 1,914  | 
|                                                           |                                          | other                |           |    |         |  |         |        | 1,420  |  |        |        | 1,108  | 
|                                                          
|Total fixed assets                                         |                                          |                      |           |    |         |  | 107,420 |        |        |  | 75,449 |       
|                                                          
|Other long-term assets                                     |                                          |                      | 11        |    |         |  | 7,333   |        |        |  | 7,716  |       
|                                                          
|Current assets                                             |                                          |                      |           |    |         |  |         |        |        |  |        |       
|                                                           | Inventories                              |                      |           | 12 |         |  |         | 11,338 |        |  |        | 6,580  |       
|                                                           | Accounts receivable                      |                      |           | 13 |         |  |         | 28,761 |        |  |        | 17,467 |       
|                                                           | Cash and cash equivalents                |                      |           | 14 |         |  |         | 1,556  |        |  |        | 6,670  |       
|                                                          
|Total current assets                                       |                                          |                      |           |    |         |  | 41,655  |        |        |  | 30,717 |       
|                                                          
|Current liabilities:amounts due within one year            |                                          |                      |           |    |         |  |         |        |        |  |        |       
|                                                           | Short-term debt                          |                      |           | 15 |         |  |         | 12,874 |        |  |        | 3,988  |       
|                                                           | Accounts payable and accrued liabilities |                      |           | 17 |         |  |         | 32,189 |        |  |        | 18,884 |       
|                                                           | Taxes payable                            |                      |           | 9  |         |  |         | 4,985  |        |  |        | 4,494  |       
|                                                           | Dividends payable to Parent Companies    |                      |           |    |         |  |         | 5,153  |        |  |        | 6,101  |       
|                                                          
|Total current liabilities                                  |                                          |                      |           |    |         |  | 55,201  |        |        |  | 33,467 |       
|                                                          
|Net current assets/(liabilities)                           |                                          |                      |           |    |         |  | (13,546 | )      |        |  | (2,750 | )     
|                                                          
|Total assets less current
    liabilities                  |                                          |                      |           |    |         |  | 101,207 |        |        |  | 80,415 |       
|                                                          
|Long-term liabilities:amounts due after more than one year |                                          |                      |           |    |         |  |         |        |        |  |        |       
|                                                           | Long-term debt                           |                      |           | 33 |         |  |         | 9,887  |        |  |        | 4,061  |       
|                                                           | Other                                    |                      |           | 18 |         |  |         | 6,174  |        |  |        | 4,515  |       
|                                                          
|                                                           |                                          |                      |           |    |         |  | 16,061  |        |        |  | 8,576  |       
|                                                          
|Provisions                                                 |                                          |                      |           |    |         |  |         |        |        |  |        |       
|                                                           | Deferred taxation                        |                      |           | 9  |         |  |         | 12,696 |        |  |        | 7,173  |       
|                                                           | Pensions and similar obligations         |                      |           | 20 |         |  |         | 5,016  |        |  |        | 2,331  |       
|                                                           | Decommissioning and restoration costs    |                      |           | 23 |         |  |         | 3,528  |        |  |        | 2,615  |       
|                                                          
|                                                           |                                          |                      |           |    |         |  | 21,240  |        |        |  | 12,119 |       
|                                                          
|Group net assets before minority
    interests             |                                          |                      |           |    |         |  | 63,906  |        |        |  | 59,720 |       
|Minority interests                                         |                                          |                      |           |    |         |  | 3,582   |        |        |  | 3,476  |       
|                                                          
|Net assets                                                 |                                          |                      |           |    |         |  | 60,324  |        |        |  | 56,244 |       
|                                                          

Statement of Cash Flows

The differences in accounting policy between
Netherlands GAAP and US GAAP do not affect the underlying
cash flows of the Group and therefore a separate Statement of
Cash Flows is not presented under Netherlands GAAP. Reference is
made to the Statement of Cash Flows presented on page G4.




G42 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Notes to the Netherlands GAAP Financial
Statements




---





|   |                                                                               
|-- | ------------------------------------------------------------------------------
|30 | Basis of Presentation of Group Financial
    Statements under Netherlands GAAP

These Financial Statements have been prepared in
conformity with generally accepted accounting principles in the
Netherlands (Netherlands GAAP). These accounting principles are
consistent with the accounting principles applied in the
preparation of the Groups Financial Statements prepared in
conformity with generally accepted accounting principles in the
United States (US GAAP), as set out in the Group accounting
policies on pages G8 to G11, except as set forth below. The
Notes to the Financial Statements prepared in conformity with
US GAAP appearing on pages G5 to G40 are an integral
part of these Financial Statements prepared under Netherlands
GAAP.


The differences between Netherlands GAAP, as
applied to the preparation of these Financial Statements (and
after giving effect to the restatement described below), and
US GAAP, as applied to the Groups Financial
Statements prepared in conformity with US GAAP, are as
follows:



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)  | goodwill: Under US GAAP, commencing in 2002,
    goodwill is no longer amortised but instead is tested for
    impairment annually or when certain events occur that indicate
    potential impairment. Under Netherlands GAAP, goodwill is
    amortised on a straight-line basis over its estimated useful
    economic life, which is assumed not to exceed 20 years
    unless there are grounds to rebut this assumption; and                                                                                                                                                                      
|    
|(ii) | long-term commitments: Under US GAAP, certain
    power generation contracts (tolling agreements) are
    recognised in the Financial Statements at fair value. Under
    Netherlands GAAP, these commitments, together with certain other
    agreements not recognised on the Groups balance sheet
    under US GAAP are accounted for in 2002 and prior years as
    capital leases upon inception. The Groups balance sheet
    under Netherlands GAAP as of December 31, 2002 includes
    tangible fixed assets and debt of $3.1 billion (2001:
    $2.2 billion) relating to such agreements.



|   |                                                                       
|-- | ----------------------------------------------------------------------
|31 | Changes in accounting policies and restatement
    of comparative data

The Group accounting policies under Netherlands
GAAP have been changed from the policies used in previous
Financial Statements to correct inappropriate departures from
Netherlands GAAP relating to:




|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   | the accounting for certain inventories in North
    America under the LIFO method, which in combination with the
    adoption of FIFO as the basis for accounting of the Groups
    inventories in the rest of the world is not an acceptable method
    under Netherlands GAAP (note that the Group has elected to make
    a similar change in accounting policy under US GAAP to
    eliminate the use of the LIFO method  see
    Note 3). Net income for 2002 has increased by
    $511 million (2001: decreased by $446 million; 2000:
    increased by $269 million; prior to 2000: increase of
    $514 million in net income and $825 million pre-tax).
    Net assets at December 31, 2002 have increased by
    $850 million (2001: $339 million; 2000:
    $783 million);
|     
|(ii)  | the failure to amortise goodwill, which is
    required under Netherlands GAAP. Net income for 2002, and net
    assets at December 31, 2002, have decreased by
    $120 million. There is no impact for prior periods; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|(iii) | the failure to include certain assets and debt,
    relating principally to power generation contracts
    (tolling agreements) and lease contracts, in the
    Groups balance sheet, as required under Netherlands GAAP.
    There is no impact on prior period net income or net assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

The restatement of the Financial Statements also
gives effect to changes in accounting policy relating to
exploration costs and certain gas contracts, as discussed in
Note 2 as corrections under US GAAP. This change aligns the
Group accounting policy under Netherlands GAAP with oil and gas
specific accounting standards applicable under US GAAP. The
effect of the change for exploration costs is a reduction in
previously reported net income for 2002 of $61 million
(2001: $14 million; 2000: $42 million), and a
reduction in previously reported net assets at December 31,
2002 of $155 million (2001: $91 million). The effect
of the change for certain gas contracts is a reduction in
previously reported net income for 2002 and net assets at
December 31, 2002 of $39 million.

In addition, errors in the depreciation,
depletion and amortisation charge presented in previous
Financial Statements, arising as a result of the overstatement
of proved reserves as corrected by the Reserves Restatement,
have been adjusted in the Netherlands GAAP financial statements
through a restatement of the comparative results for the years
ended December 31, 2002, 2001 and 2000.

Quantitative information concerning the effect of
the above changes in accounting policies and adjustments is set
forth in the tables below and additional information is
contained in Note 2 on pages G5 to G8.



Royal Dutch/Shell Group of
Companies      G43




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20-F/A (Amendment No. 1) 2002




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|                                                            |  |            |         |  |             |  |          |             |  |        |          |          |             |          |      |     |          |  |         |           |  |            |          |   |          |           |          |   |             |        |         |             |             |  |          |    |  |       |            |   |          |          |      |          |  |  |             |  |  |             |     |   |          |  |         |       |  |  |          |  |  |  |      |   |  |  |      |   |  |  |         |  |  |  |     |   |  |  |         | 
|----------------------------------------------------------- |  | ---------- | ------- |  | ----------- |  | -------- | ----------- |  | ------ | -------- | -------- | ----------- | -------- | ---- | --- | -------- |  | ------- | --------- |  | ---------- | -------- | - | -------- | --------- | -------- | - | ----------- | ------ | ------- | ----------- | ----------- |  | -------- | -- |  | ----- | ---------- | - | -------- | -------- | ---- | -------- |  |  | ----------- |  |  | ----------- | --- | - | -------- |  | ------- | ----- |  |  | -------- |  |  |  | ---- | - |  |  | ---- | - |  |  | ------- |  |  |  | --- | - |  |  | ------- | 
|                                                            |  |            |         |  |             |  |          |             |  |        |          |          |             |          |      |     |          |  |         |           |  |            |          |   |          |          
|Statement of Income                                         |  |            |         |  |             |  |          |             |  |        |          |          |             |          |      |     |          |  |         |           |  |            |          |   |          | $ million |         
|                                                           
|                                                            | 
|                                                            |  |            |         |  |             | 
|                                                            |  | 2002       |         |  | 2001        |  |          | 2000        | 
|                                                           
|                                                            | 
|                                                            |  | Restated   |         |  |             |  | Restated |             |  |        |          | Restated |             |          |     
|                                                            |  | As         |         |  |             |  | prior to |             |  |        |          | As       |             |          |      |     | prior to |  |         |           |  | As         |          |   |          |           | prior to |   |             |       
|                                                            |  | previously |         |  | Reserves    |  |          |             |  | policy |          |          | Exploration |          |      | Gas |          |  | As      |           |  | previously |          |   | Reserves |           |          |   |             | policy |         |             | Exploration |  |          | As |  |       | previously |   |          | Reserves |      |          |  |  | policy      |  |  | Exploration |     |   | As       | 
|                                                            |  | reported   |         |  | restatement |  |          | Inventories |  |        | Goodwill |          |             | election |      |     | costs    |  |         | contracts |  |            | restated |   |          | reported  |          |   | restatement |        |         | Inventories |             |  | election |    |  | costs |            |   | restated |          |      | reported |  |  | restatement |  |  | Inventories |     |   | election |  |         | costs |  |  | restated | 
|                                                           
|                                                            | 
|Net proceeds                                                |  |            | 179,431 |  |             |  | (52      | )           |  |        |         |          |             |          |     |     |          |  | 179,379 |           |  |            |         |   |          |           | (64      | ) |             |        | 179,315 |             |             |  | 135,211  |    |  |       | (80        | ) |          |          |     |          |  |  | 135,131     |  |  |             |    |   |          |  | 135,131 |       |  |  | 149,146  |  |  |  | (93  | ) |  |  |     |   |  |  | 149,053 |  |  |  |    |   |  |  | 149,053 | 
|Cost of sales                                               |  |            | 151,214 |  |             |  | 114      |             |  |        | (617     | )        |             |          | 120  |     |          |  | 150,831 |           |  |            |         |   |          |           |         |   |             |        | 150,831 |             |             |  | 107,839  |    |  |       | 4          |   |          |          | 308  |          |  |  | 108,151     |  |  |             |    |   |          |  | 108,151 |       |  |  | 118,328  |  |  |  | 39   |   |  |  | (204 | ) |  |  | 118,163 |  |  |  |    |   |  |  | 118,163 | 
|Exploration                                                 |  |            | 991     |  |             |  |         |             |  |        |         |          |             |          |     |     |          |  | 991     |           |  |            | 82       |   |          |           |         |   |             |        | 1,073   |             |             |  | 882      |    |  |       | 7          |   |          |          |     |          |  |  | 889         |  |  |             | 21  |   |          |  | 910     |       |  |  | 755      |  |  |  | 7    |   |  |  |     |   |  |  | 762     |  |  |  | 74  |   |  |  | 836     | 
|Other operating expenses                                    |  |            | 12,027  |  |             |  |         |             |  |        |         |          |             |          |     |     |          |  | 12,027  |           |  |            |         |   |          |           |         |   |             |        | 12,027  |             |             |  | 9,529    |    |  |       |           |   |          |          |     |          |  |  | 9,529       |  |  |             |    |   |          |  | 9,529   |       |  |  | 9,422    |  |  |  |     |   |  |  |     |   |  |  | 9,422   |  |  |  |    |   |  |  | 9,422   | 
|Share of operating profit of associates                     |  |            | 2,624   |  |             |  |         |             |  |        | 198      |          |             |          |     |     |          |  | 2,822   |           |  |            |         |   |          |           |         |   |             |        | 2,822   |             |             |  | 3,041    |    |  |       | 18         |   |          |          | (413 | )        |  |  | 2,646       |  |  |             |    |   |          |  | 2,646   |       |  |  | 3,859    |  |  |  |     |   |  |  | 242  |   |  |  | 4,101   |  |  |  |    |   |  |  | 4,101   | 
|                                                           
|Operating profit                                            |  |            | 17,823  |  |             |  | (166     | )           |  |        | 815      |          |             |          | (120 | )   |          |  | 18,352  |           |  |            | (82      | ) |          |           | (64      | ) |             |        | 18,206  |             |             |  | 20,002   |    |  |       | (73        | ) |          |          | (721 | )        |  |  | 19,208      |  |  |             | (21 | ) |          |  | 19,187  |       |  |  | 24,500   |  |  |  | (139 | ) |  |  | 446  |   |  |  | 24,807  |  |  |  | (74 | ) |  |  | 24,733  | 
|Net interest expense and currency exchange
    gains/losses |  |            | 629     |  |             |  |         |             |  |        |         |          |             |          |     |     |          |  | 629     |           |  |            |         |   |          |           |         |   |             |        | 629     |             |             |  | 104      |    |  |       |           |   |          |          |     |          |  |  | 104         |  |  |             |    |   |          |  | 104     |       |  |  | 464      |  |  |  |     |   |  |  |     |   |  |  | 464     |  |  |  |    |   |  |  | 464     | 
|                                                           
|Income before taxation                                      |  |            | 17,194  |  |             |  | (166     | )           |  |        | 815      |          |             |          | (120 | )   |          |  | 17,723  |           |  |            | (82      | ) |          |           | (64      | ) |             |        | 17,577  |             |             |  | 19,898   |    |  |       | (73        | ) |          |          | (721 | )        |  |  | 19,104      |  |  |             | (21 | ) |          |  | 19,083  |       |  |  | 24,036   |  |  |  | (139 | ) |  |  | 446  |   |  |  | 24,343  |  |  |  | (74 | ) |  |  | 24,269  | 
|Taxation                                                    |  |            | 7,617   |  |             |  | (65      | )           |  |        | 290      |          |             |          |     |     |          |  | 7,842   |           |  |            | (21      | ) |          |           | (25      | ) |             |        | 7,796   |             |             |  | 8,694    |    |  |       | (27        | ) |          |          | (256 | )        |  |  | 8,411       |  |  |             | (7  | ) |          |  | 8,404   |       |  |  | 11,273   |  |  |  | (53  | ) |  |  | 161  |   |  |  | 11,381  |  |  |  | (32 | ) |  |  | 11,349  | 
|Minority interests                                          |  |            | 158     |  |             |  | 7        |             |  |        | 14       |          |             |          |     |     |          |  | 179     |           |  |            |         |   |          |           |         |   |             |        | 179     |             |             |  | 352      |    |  |       | (4         | ) |          |          | (19  | )        |  |  | 329         |  |  |             |    |   |          |  | 329     |       |  |  | 44       |  |  |  | (6   | ) |  |  | 16   |   |  |  | 54      |  |  |  |    |   |  |  | 54      | 
|                                                           
|Net income                                                  |  |            | 9,419   |  |             |  | (108     | )           |  |        | 511      |          |             |          | (120 | )   |          |  | 9,702   |           |  |            | (61      | ) |          |           | (39      | ) |             |        | 9,602   |             |             |  | 10,852   |    |  |       | (42        | ) |          |          | (446 | )        |  |  | 10,364      |  |  |             | (14 | ) |          |  | 10,350  |       |  |  | 12,719   |  |  |  | (80  | ) |  |  | 269  |   |  |  | 12,908  |  |  |  | (42 | ) |  |  | 12,866  | 
|                                                           

|                                   |                              |                   |        |        |                   |  |          |             |   |           |          |     |        |             |      |             |          |  |     |       |  |    |           |        |            |          |      |          |          |  |     |             |           |  |             |        |  |             |             |        |          |    |      |       |   |  |          |     |  |  |   |       |  |  |        |        |  |  |     |      |   |  |        |        | 
|---------------------------------- | ---------------------------- | ----------------- | ------ | ------ | ----------------- |  | -------- | ----------- | - | --------- | -------- | --- | ------ | ----------- | ---- | ----------- | -------- |  | --- | ----- |  | -- | --------- | ------ | ---------- | -------- | ---- | -------- | -------- |  | --- | ----------- | --------- |  | ----------- | ------ |  | ----------- | ----------- | ------ | -------- | -- | ---- | ----- | - |  | -------- | --- |  |  | - | ----- |  |  | ------ | ------ |  |  | --- | ---- | - |  | ------ | ------ | 
|                                   |                              |                  
|Statement of Assets and Liabilitie |                              | s $ million       |       
|                                  
|                                   |                             
|                                   |                              |                   |        |       
|                                   |                              | December 31, 2002 |        |        | December 31, 2001 | 
|                                  
|                                   |                             
|                                   |                              | Restated          |        |        |                   |  | Restated |             |   |          
|                                   |                              | As                |        |        |                   |  | prior to |             |   |           |          | As  |        |             |      |             | prior to |  |     |      
|                                   |                              | previously        |        |        | Reserves          |  |          |             |   | Long-term |          |     | policy |             |      | Exploration |          |  | Gas |       |  | As |           |        | previously |          |      | Reserves |          |  |     |             | Long-term |  |             | policy |  |             | Exploration |        |          | As |     
|                                   |                              | reported          |        |        | restatement       |  |          | Inventories |   |           | Goodwill |     |        | commitments |      |             | election |  |     | costs |  |    | contracts |        |            | restated |      |          | reported |  |     | restatement |           |  | Inventories |        |  | commitments |             |        | election |    |      | costs |   |  | restated |    
|                                  
|                                   |                             
|Fixed assets                       |                              |                   |        |        |                   |  |          |             |   |           |          |     |        |             |      |             |          |  |     |       |  |    |           |        |            |          |      |          |          |  |     |             |           |  |             |        |  |             |             |        |          |    |      |       |   |  |          |     |  |  |   |       |  |  |        |        |  |  |     |      |   |  |        |       
|                                   | Tangible assets              |                   |        | 79,390 |                   |  |          | (467        | ) |           |          |    |        |             |      |            |          |  |     | 3,070 |  |    |           | 81,993 |            |          |      | (236     | )        |  |     |            |           |  |             | 81,757 |  |             |             | 51,370 |          |    |      | (293  | ) |  |          |    |  |  |   | 2,229 |  |  |        | 53,306 |  |  |     | (150 | ) |  |        | 53,156 | 
|                                   | Intangible assets            |                   |        | 4,696  |                   |  |          |            |   |           |          |    |        |             |      | (120        | )        |  |     |      |  |    |           | 4,576  |            |          |      |         |          |  |     |            |           |  |             | 4,576  |  |             |             | 939    |          |    |      |      |   |  |          |    |  |  |   |      |  |  |        | 939    |  |  |     |     |   |  |        | 939    | 
|                                   | Investments                  |                   |        | 20,760 |                   |  |          | 2           |   |           |          | 325 |        |             |      |            |          |  |     |      |  |    |           | 21,087 |            |          |      |         |          |  |     |            |           |  |             | 21,087 |  |             |             | 21,040 |          |    |      | 2     |   |  |          | 312 |  |  |   |      |  |  |        | 21,354 |  |  |     |     |   |  |        | 21,354 | 
|Other long-term assets             |                              |                   | 7,299  |        |                   |  |         |             |   |           |         |     |        |             |     |             |          |  |    |       |  |    | 7,299     |        |            |          |     |          |          |  | 34  |             |           |  | 7,333       |        |  |             | 7,716       |        |          |    |     |       |   |  |         |     |  |  |  |       |  |  | 7,716  |        |  |  |    |      |   |  | 7,716  |       
|Inventories                        |                              |                   | 10,298 |        |                   |  |         |             |   |           | 1,040    |     |        |             |     |             |          |  |    |       |  |    | 11,338    |        |            |          |     |          |          |  |    |             |           |  | 11,338      |        |  |             | 6,341       |        |          |    |     |       |   |  | 239      |     |  |  |  |       |  |  | 6,580  |        |  |  |    |      |   |  | 6,580  |       
|Other current assets               |                              |                   | 30,248 |        |                   |  |         |             |   |           |         |     |        |             |     |             |          |  |    |       |  |    | 30,248    |        |            |          |     |          |          |  | 69  |             |           |  | 30,317      |        |  |             | 24,137      |        |          |    |     |       |   |  |         |     |  |  |  |       |  |  | 24,137 |        |  |  |    |      |   |  | 24,137 |       
|Current liabilities                |                              |                   | 55,115 |        |                   |  |         |             |   |           |         |     |        |             |     |             |          |  |    |       |  |    | 55,115    |        |            |          |     |          |          |  | 86  |             |           |  | 55,201      |        |  |             | 33,467      |        |          |    |     |       |   |  |         |     |  |  |  |       |  |  | 33,467 |        |  |  |    |      |   |  | 33,467 |       
|Long-term liabilities              |                              |                   |        |        |                   |  |          |             |   |           |          |     |        |             |      |             |          |  |     |       |  |    |           |        |            |          |      |          |          |  |     |             |           |  |             |        |  |             |             |        |          |    |      |       |   |  |          |     |  |  |   |       |  |  |        |        |  |  |     |      |   |  |        |       
|                                   | Long-term debt               |                   |        | 6,817  |                   |  |          |            |   |           |          |    |        |             |      |            |          |  |     | 3,070 |  |    |           | 9,887  |            |          |      |         |          |  |     |            |           |  |             | 9,887  |  |             |             | 1,832  |          |    |      |      |   |  |          |    |  |  |   | 2,229 |  |  |        | 4,061  |  |  |     |     |   |  |        | 4,061  | 
|                                   | Other                        |                   |        | 6,118  |                   |  |          |            |   |           |          |    |        |             |      |            |          |  |     |      |  |    |           | 6,118  |            |          |      |         |          |  |     | 56          |           |  |             | 6,174  |  |             |             | 4,515  |          |    |      |      |   |  |          |    |  |  |   |      |  |  |        | 4,515  |  |  |     |     |   |  |        | 4,515  | 
|Provisions                         |                              |                   |        |        |                   |  |          |             |   |           |          |     |        |             |      |             |          |  |     |       |  |    |           |        |            |          |      |          |          |  |     |             |           |  |             |        |  |             |             |        |          |    |      |       |   |  |          |     |  |  |   |       |  |  |        |        |  |  |     |      |   |  |        |       
|                                   | Deferred taxation            |                   |        | 12,471 |                   |  |          | (186        | ) |           |          | 492 |        |             |      |            |          |  |     |      |  |    |           | 12,777 |            |          |      | (81      | )        |  |     |            |           |  |             | 12,696 |  |             |             | 7,146  |          |    |      | (117  | ) |  |          | 203 |  |  |   |      |  |  |        | 7,232  |  |  |     | (59  | ) |  |        | 7,173  | 
|                                   | Pensions and decommissioning |                   |        | 8,544  |                   |  |          |            |   |           |          |    |        |             |      |            |          |  |     |      |  |    |           | 8,544  |            |          |      |         |          |  |     |            |           |  |             | 8,544  |  |             |             | 4,946  |          |    |      |      |   |  |          |    |  |  |   |      |  |  |        | 4,946  |  |  |     |     |   |  |        | 4,946  | 
|Minority interests                 |                              |                   | 3,562  |        |                   |  | (3       | )           |   |           | 23       |     |        |             |     |             |          |  |    |       |  |    | 3,582     |        |            |          |     |          |          |  |    |             |           |  | 3,582       |        |  |             | 3,477       |        |          |    | (10  | )     |   |  | 9        |     |  |  |  |       |  |  | 3,476  |        |  |  |    |      |   |  | 3,476  |       
|                                  
|Net assets                         |                              |                   | 60,064 |        |                   |  | (276     | )           |   |           | 850      |     |        |             | (120 | )           |          |  |    |       |  |    | 60,518    |        |            |          | (155 | )        |          |  | (39 | )           |           |  | 60,324      |        |  |             | 56,160      |        |          |    | (164 | )     |   |  | 339      |     |  |  |  |       |  |  | 56,335 |        |  |  | (91 | )    |   |  | 56,244 |       
|                                  



G44 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                          |                                               |                                  |        |    |        |   |        |      |        |   |        |    |        |  
|--------------------------------------------------------- | --------------------------------------------- | -------------------------------- | ------ | -- | ------ | - | ------ | ---- | ------ | - | ------ | -- | ------ | -
|                                                          |                                               |                                 
|Parent Companies interest in Group net assets            |                                               | $ million                        |       
|                                                         
|                                                          |                                              
|                                                          |                                               | 2002                             |        |    | 2001   |   |        | 2000 |       
|                                                         
|                                                          |                                              
|As previously reported at December 31                     |                                               |                                  | 60,064 |    |        |   | 56,160 |      |        |   | 57,086 |   
|Effect of the adjustments:                                |                                               |                                  |        |    |        |   |        |      |        |   |        |   
|Interest at the beginning of the year                     |                                               |                                  |        |    |        |   |        |      |        |   |        |   
|Cumulative effect of reserves restatement                 |                                               |                                  | (164   | )  |        |   | (122   | )    |        |   | (46    | )a
|Cumulative effect of change in policy for
    inventories |                                               |                                  | 339    |    |        |   | 783    |      |        |   | 513    | a 
|                                                          |                                               |                                 
|Total before elective changes                             |                                               |                                  | 60,239 |    |        |   | 56,821 |      |        |   | 57,553 |   
|Cumulative effect of exploration costs change             |                                               |                                  | (91    | )  |        |   | (78    | )    |        |   | (37    | )a
|                                                         
|                                                          |                                               |                                  | 60,148 |    |        |   | 56,743 |      |        |   | 57,516 |   
|                                                          | Net income for the year                       |                                  |        |    |        |   |        |      |        |   |        |    |       
|                                                          |                                               | Reserves restatement             |        |    | (108   | ) |        |      | (42    | ) |        |    | (80    | )
|                                                          |                                               | Change in policy for inventories |        |    | 511    |   |        |      | (446   | ) |        |    | 269    |  
|                                                          |                                               | Goodwill change                  |        |    | (120   | ) |        |      |       |   |        |    |       |  
|                                                          |                                               |                                 
|                                                          |                                               | Total before elective changes    |        |    | 60,431 |   |        |      | 56,255 |   |        |    | 57,705 |  
|                                                          |                                               | Exploration costs change         |        |    | (61    | ) |        |      | (14    | ) |        |    | (42    | )
|                                                          |                                               | Gas contracts change             |        |    | (39    | ) |        |      |       |   |        |    |       |  
|                                                         
|                                                          |                                               |                                  | 60,331 |    |        |   | 56,241 |      |        |   | 57,663 |   
|                                                         
|                                                          | Currency translation differences for the year |                                  |        | (7 | )      |   |        | 3    |        |   |        | 6  |       
|                                                         
|As restated at December 31                                |                                               |                                  | 60,324 |    |        |   | 56,244 |      |        |   | 57,669 |   
|                                                         
|a  Cumulative effect as at
    January 1, 2000.          

Please refer to the Notes to the Financial
Statements prepared in accordance with US GAAP on
pages G5 to G40. The following table provides a
reconciliation between US GAAP and Netherlands GAAP
for Group net income and net assets.

|                                          |  |                                    |       |   |            |  |        |      |  |  |              |  |  |              |        |   |  |  |        | 
|----------------------------------------- |  | ---------------------------------- | ----- | - | ---------- |  | ------ | ---- |  |  | ------------ |  |  | ------------ | ------ | - |  |  | ------ | 
|                                          |  |                                   
|Reconciliation between US GAAP and Nether |  | lands GAAP (as restated) $ million |      
|                                         
|                                          | 
|                                          |  |                                    |       |  
|                                          |  | Net income                         |       |   | Net assets | 
|                                          |  |                                    |       |  
|                                          |  |                                    |       |   |            | 
|                                          |  | 2002                               |       |   | 2001       |  |        | 2000 |  |  | Dec 31, 2002 |  |  | Dec 31, 2001 |       
|                                         
|                                          | 
|In accordance with US GAAP                |  |                                    | 9,722 |   |            |  | 10,350 |      |  |  | 12,866       |  |  |              | 60,444 |   |  |  | 56,244 | 
|Adjustment for
    Netherlands GAAP:      |  |                                    |       |   |            |  |        |      |  |  |              |  |  |              |        |   |  |  |        | 
|Goodwill amortisation                     |  |                                    | (120  | ) |            |  |       |      |  |  |             |  |  |              | (120   | ) |  |  |       | 
|Long-term commitments                     |  |                                    |      |   |            |  |       |      |  |  |             |  |  |              |       |   |  |  |       | 
|                                         
|In accordance with Netherlands GAAP       |  |                                    | 9,602 |   |            |  | 10,350 |      |  |  | 12,866       |  |  |              | 60,324 |   |  |  | 56,244 | 
|                                         

Where applicable, differences between Netherlands
GAAP and US GAAP affecting these Notes are disclosed below.

The above table should be used to understand the
differences in the movements in the Groups net assets
found in Note 29 and 35 as the tables are prepared
based on US GAAP and Netherlands GAAP respectively.

|                                                                                                                    |  |          |         |           |          |  |       |             |  |  |             |  |  |       |       |  |       |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------------------------------- |  | -------- | ------- | --------- | -------- |  | ----- | ----------- |  |  | ----------- |  |  | ----- | ----- |  | ----- |  | ------- | - |  |  | ------- | -
|                                                                                                                    |  |          |         |          
|32 Tangible and intangible fixed assets (as restated)                                                               |  |          |         | $ million |         
|                                                                                                                   
|                                                                                                                    | 
|                                                                                                                    |  | 2002     |         |           | 200      | 
|                                                                                                                    |  |          |         |           |          |  |      
|                                                                                                                    |  | Other    |         |           | Total    |  |       | Total       |  |  | Total       | 
|                                                                                                                    |  | Tangible |         |           | Goodwill |  |       | intangibles |  |  | intangibles |  |  | Group |       |  | Group | 
|                                                                                                                   
|                                                                                                                    | 
|Cost                                                                                                                |  |          |         |           |          |  |       |             |  |  |             |  |  |       |       |  |       |  |         |   |  |  |         |  
|At January 1                                                                                                        |  |          | 119,771 |           |          |  | 1,512 |             |  |  | 902         |  |  |       | 2,414 |  |       |  | 122,185 |   |  |  | 115,624 |  
|Capital expenditure                                                                                                 |  |          | 11,755  |           |          |  | 129   |             |  |  | 218         |  |  |       | 347   |  |       |  | 12,102  |   |  |  | 9,598   |  
|Assets assumed on acquisitions (Enterprise Oil,
    Pennzoil-Quaker State and DEA and additional shares in Equilon) |  |          | 20,178  |           |          |  | 1,743 |             |  |  | 1,364       |  |  |       | 3,107 |  |       |  | 23,285  |   |  |  |        |  
|Sales, retirements and other movements                                                                              |  |          | (905    | )         |          |  | 30    |             |  |  | 410         |  |  |       | 440   |  |       |  | (465    | ) |  |  | (93     | )
|Currency translation differences                                                                                    |  |          | 9,770   |           |          |  | 86    |             |  |  | 64          |  |  |       | 150   |  |       |  | 9,920   |   |  |  | (2,944  | )
|                                                                                                                   
|At December 31                                                                                                      |  |          | 160,569 |           |          |  | 3,500 |             |  |  | 2,958       |  |  |       | 6,458 |  |       |  | 167,027 |   |  |  | 122,185 |  
|                                                                                                                   
|Depreciation                                                                                                        |  |          |         |           |          |  |       |             |  |  |             |  |  |       |       |  |       |  |         |   |  |  |         |  
|At January 1                                                                                                        |  |          | 66,615  |           |          |  | 1,147 |             |  |  | 328         |  |  |       | 1,475 |  |       |  | 68,090  |   |  |  | 65,906  |  
|Depreciation, depletion and amortisation charge                                                                     |  |          | 8,416   |           |          |  | 133   |             |  |  | 192         |  |  |       | 325   |  |       |  | 8,741   |   |  |  | 6,201   |  
|Sales, retirements and other movements                                                                              |  |          | (1,539  | )         |          |  | (27   | )           |  |  | 42          |  |  |       | 15    |  |       |  | (1,524  | ) |  |  | (2,295  | )
|Currency translation differences                                                                                    |  |          | 5,320   |           |          |  | 43    |             |  |  | 24          |  |  |       | 67    |  |       |  | 5,387   |   |  |  | (1,722  | )
|                                                                                                                   
|At December 31                                                                                                      |  |          | 78,812  |           |          |  | 1,296 |             |  |  | 586         |  |  |       | 1,882 |  |       |  | 80,694  |   |  |  | 68,090  |  
|                                                                                                                   
|Net 2002                                                                                                            |  |          | 81,757  |           |          |  | 2,204 |             |  |  | 2,372       |  |  |       | 4,576 |  |       |  | 86,333  |   |  |  |         |  
|                                                                                                                   
|2001                                                                                                                |  |          | 53,156  |           |          |  | 365   |             |  |  | 574         |  |  |       | 939   |  |       |  |         |   |  |  | 54,095  |  
|                                                                                                                   



Royal Dutch/Shell Group of
Companies      G45




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



There is an increase in depreciation, depletion
and amortisation for intangible fixed assets recorded in cost of
sales in 2002 of $120 million (2001: $ nil), with a
cumulative impact of $120 million at December 31,
2002, compared with Note 10 prepared under US GAAP.
This relates to the amortisation of goodwill under Netherlands
GAAP. The increase in the cost of tangible fixed assets at
December 31, 2002 of $3.1 billion (2001:
$2.2 billion) compared with Note 10 relates to the
different treatment of certain long-term commitments. Goodwill
arising on the acquisition of Pennzoil-Quaker State is amortised
over forty years. Continued brand maintenance in addition to the
established long-term leadership of these brands in automotive
lubricants and vehicle care markets support this amortisation
period.



|   |     
|-- | ----
|33 | Debt

The increase in debt at December 31, 2002 of
$3.1 billion (2001: $2.2 billion), compared with
Note 15 prepared under US GAAP, relates to the different
treatment of certain long-term commitments.




|    |               
|--- | --------------
|(a) | Long-term debt

|                                                                |  |             |        |           |             |  |       | 
|--------------------------------------------------------------- |  | ----------- | ------ | --------- | ----------- |  | ----- | 
|                                                                |  |             |        | $ million |            
|                                                               
|                                                                | 
|                                                                |  | 2002        |        |           | 2001        | 
|                                                                |  | As restated |        |           | As restated | 
|                                                               
|                                                                | 
|Debentures and other loans                                      |  |             | 5,523  |           |             |  | 937   | 
|Amounts due to banks and other credit institutions              |  |             | 794    |           |             |  | 667   | 
|                                                               
|                                                                |  |             | 6,317  |           |             |  | 1,604 | 
|Capitalised lease obligations                                   |  |             | 3,570  |           |             |  | 2,457 | 
|                                                               
|Long-term debt                                                  |  |             | 9,887  |           |             |  | 4,061 | 
|add long-term debt due within one year                          |  |             | 2,253  |           |             |  | 1,682 | 
|                                                               
|Long-term debt including long-term debt due
    within one year |  |             | 12,140 |           |             |  | 5,743 | 
|                                                               



|    |                              
|--- | -----------------------------
|(b) | Capitalised lease obligations

The future minimum lease payments under capital
leases and the present value of net minimum capital lease
payments at December 31, 2002 are as follows:


|                                                        |  |           |       | 
|------------------------------------------------------- |  | --------- | ----- | 
|                                                        |  | $ million |      
|                                                       
|                                                        | 
|                                                        |  | Capital   |      
|                                                        |  | leases    |      
|                                                       
|                                                        | 
|2003                                                    |  |           | 939   | 
|2004                                                    |  |           | 288   | 
|2005                                                    |  |           | 320   | 
|2006                                                    |  |           | 323   | 
|2007                                                    |  |           | 335   | 
|2008 and after                                          |  |           | 4,195 | 
|                                                       
|Total minimum payments                                  |  |           | 6,400 | 
|                                                       
|lessexecutory costs
    and interest                    |  |           | 2,765 | 
|                                                       
|Present value of net minimum capital lease
    payments |  |           | 3,635 | 
|                                                       



|   |                                                             
|-- | ------------------------------------------------------------
|34 | Information by geographical area and by
    industry segment

See Note 24 prepared under US GAAP. The
difference under Netherlands GAAP for net income, arises from
increased depreciation, depletion and amortisation in 2002 as
shown in Note 30 (the majority of which relates to the Oil
Products segment). The difference in tangible fixed assets at
December 31, 2002 and 2001 and in goodwill at
December 31, 2002 is shown in Note 32 and the
difference in total liabilities at December 31, 2002 and
2001 is shown in Note 33.




|   |                                                                                    
|-- | -----------------------------------------------------------------------------------
|35 | Division of Group net assets between the
    Parent Companies and movements therein

Arrangements between Royal Dutch and Shell
Transport provide, inter alia, that notwithstanding
variations in shareholdings, Royal Dutch and Shell Transport
shall share in the aggregate net assets and in the aggregate
dividends and interest received from Group companies in the
proportion of 60:40. It is further arranged that the burden of
all taxes in the nature of, or corresponding to, an income tax
leviable in respect of such dividends and interest shall fall in
the same proportion.




G46 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





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20-F/A (Amendment No. 1) 2002




---



The division of Group net assets and movements
therein, including Group net income, is as follows:

|                                                                                            |  |             |        |   |             |           |        |             |  |  |        |  
|------------------------------------------------------------------------------------------- |  | ----------- | ------ | - | ----------- | --------- | ------ | ----------- |  |  | ------ | -
|                                                                                            |  |             |        |   |             | $ million |       
|                                                                                            |  | Shell       |       
|                                                                                            |  |             |        |  
|                                                                                            |  | Royal       |        |   | Transport   |          
|                                                                                            |  | Total       |        |   | Dutch (60%) |           |        | (40%)       | 
|                                                                                            |  | As restated |        |   | As restated |           |        | As restated | 
|                                                                                            |  |             |        |   |             |          
|                                                                                           
|                                                                                            | 
|At January 1, 2000                                                                          |  |             | 56,601 |   |             |           | 33,961 |             |  |  | 22,640 |  
|Movements during the year 2000:                                                             |  |             |        |   |             |           |        |             |  |  |        |  
|Group net income                                                                            |  |             | 12,866 |   |             |           | 7,720  |             |  |  | 5,146  |  
|less: distributions to Parent Companies                                                     |  |             | (8,579 | ) |             |           | (5,147 | )           |  |  | (3,432 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 4,287  |   |             |           | 2,573  |             |  |  | 1,714  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (200   | ) |             |           | (120   | )           |  |  | (80    | )
|Other comprehensive income (see Note 5)                                                     |  |             | (3,019 | ) |             |           | (1,813 | )           |  |  | (1,206 | )
|                                                                                           
|At December 31, 2000                                                                        |  |             | 57,669 |   |             |           | 34,601 |             |  |  | 23,068 |  
|                                                                                           
|Movements during the year 2001;                                                             |  |             |        |   |             |           |        |             |  |  |        |  
|Group net income                                                                            |  |             | 10,350 |   |             |           | 6,210  |             |  |  | 4,140  |  
|less: distributions to Parent Companies                                                     |  |             | (9,163 | ) |             |           | (5,498 | )           |  |  | (3,665 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 1,187  |   |             |           | 712    |             |  |  | 475    |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (642   | ) |             |           | (385   | )           |  |  | (257   | )
|Other comprehensive income (see Note 5)                                                     |  |             | (1,970 | ) |             |           | (1,182 | )           |  |  | (788   | )
|                                                                                           
|At December 31, 2001                                                                        |  |             | 56,244 |   |             |           | 33,746 |             |  |  | 22,498 |  
|                                                                                           
|Movements during the year 2002:                                                             |  |             |        |   |             |           |        |             |  |  |        |  
|Group net income                                                                            |  |             | 9,602  |   |             |           | 5,761  |             |  |  | 3,841  |  
|less: distributions to Parent Companies                                                     |  |             | (5,435 | ) |             |           | (3,261 | )           |  |  | (2,174 | )
|                                                                                           
|Undistributed net income                                                                    |  |             | 4,167  |   |             |           | 2,500  |             |  |  | 1,667  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |             | (844   | ) |             |           | (507   | )           |  |  | (337   | )
|Other comprehensive income (see Note 5)                                                     |  |             | 757    |   |             |           | 455    |             |  |  | 302    |  
|                                                                                           
|At December 31, 2002                                                                        |  |             | 60,324 |   |             |           | 36,194 |             |  |  | 24,130 |  
|                                                                                           

The above table is based on the Groups
Netherlands GAAP results. See the Reconciliation between
US GAAP and Netherlands GAAP (as restated) table in
Note 31 for the impact of differences between US GAAP
and Netherlands GAAP on the Groups net assets.



Royal Dutch/Shell Group of
Companies      G47




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                                                            |  |            |        |   |             |  |           |          |  |            |          |   |  |             |        |   |          |            |      |          |  |  |             |   |  |          |        |   |  |  |      |   |  |  |        |  
|------------------------------------------------------------------------------------------- |  | ---------- | ------ | - | ----------- |  | --------- | -------- |  | ---------- | -------- | - |  | ----------- | ------ | - | -------- | ---------- | ---- | -------- |  |  | ----------- | - |  | -------- | ------ | - |  |  | ---- | - |  |  | ------ | -
|                                                                                            |  |           
|Restatement of previously issued Financial Statements $ million                             |  |            |       
|                                                                                           
|                                                                                            | 
|                                                                                            |  | Royal      |        |   |             |  | Shell     |         
|                                                                                            |  | Dutch      |        |   |             |  | Transport |         
|                                                                                            |  | (60%)      |        |   |             |  | (40%)     |         
|                                                                                            |  | Previously |        |   |             |  | As        |          |  | Previously |          |   |  |             | As     |   |          | Previously |      |          |  |  | As          |  
|                                                                                            |  | reported   |        |   | Adjustments |  |           | restated |  |            | reported |   |  | Adjustments |        |   | restated |            |      | reported |  |  | Adjustments |   |  | restated |       
|                                                                                           
|                                                                                            | 
|At January 1, 2000                                                                          |  |            | 56,171 |   |             |  | 430       |          |  |            | 56,601   |   |  |             | 33,703 |   |          |            | 258  |          |  |  | 33,961      |   |  |          | 22,468 |   |  |  | 172  |   |  |  | 22,640 |  
|Movements during the year 2000:                                                             |  |            |        |   |             |  |           |          |  |            |          |   |  |             |        |   |          |            |      |          |  |  |             |   |  |          |        |   |  |  |      |   |  |  |        |  
|Group net income                                                                            |  |            | 12,719 |   |             |  | 147       |          |  |            | 12,866   |   |  |             | 7,631  |   |          |            | 89   |          |  |  | 7,720       |   |  |          | 5,088  |   |  |  | 58   |   |  |  | 5,146  |  
|less: distributions to Parent Companies                                                     |  |            | (8,579 | ) |             |  |          |          |  |            | (8,579   | ) |  |             | (5,147 | ) |          |            |     |          |  |  | (5,147      | ) |  |          | (3,432 | ) |  |  |     |   |  |  | (3,432 | )
|                                                                                           
|Undistributed net income                                                                    |  |            | 4,140  |   |             |  | 147       |          |  |            | 4,287    |   |  |             | 2,484  |   |          |            | 89   |          |  |  | 2,573       |   |  |          | 1,656  |   |  |  | 58   |   |  |  | 1,714  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |            | (200   | ) |             |  |          |          |  |            | (200     | ) |  |             | (120   | ) |          |            |     |          |  |  | (120        | ) |  |          | (80    | ) |  |  |     |   |  |  | (80    | )
|Other comprehensive income (see Note 5)                                                     |  |            | (3,025 | ) |             |  | 6         |          |  |            | (3,019   | ) |  |             | (1,815 | ) |          |            | 2    |          |  |  | (1,813      | ) |  |          | (1,210 | ) |  |  | 4    |   |  |  | (1,206 | )
|                                                                                           
|At December 31, 2000                                                                        |  |            | 57,086 |   |             |  | 583       |          |  |            | 57,669   |   |  |             | 34,252 |   |          |            | 349  |          |  |  | 34,601      |   |  |          | 22,834 |   |  |  | 234  |   |  |  | 23,068 |  
|                                                                                           
|Movements during the year 2001:                                                             |  |            |        |   |             |  |           |          |  |            |          |   |  |             |        |   |          |            |      |          |  |  |             |   |  |          |        |   |  |  |      |   |  |  |        |  
|Group net income                                                                            |  |            | 10,852 |   |             |  | (502      | )        |  |            | 10,350   |   |  |             | 6,511  |   |          |            | (301 | )        |  |  | 6,210       |   |  |          | 4,341  |   |  |  | (201 | ) |  |  | 4,140  |  
|less: distributions to Parent Companies                                                     |  |            | (9,163 | ) |             |  |          |          |  |            | (9,163   | ) |  |             | (5,498 | ) |          |            |     |          |  |  | (5,498      | ) |  |          | (3,665 | ) |  |  |     |   |  |  | (3,665 | )
|                                                                                           
|Undistributed net income                                                                    |  |            | 1,689  |   |             |  | (502      | )        |  |            | 1,187    |   |  |             | 1,013  |   |          |            | (301 | )        |  |  | 712         |   |  |          | 676    |   |  |  | (201 | ) |  |  | 475    |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |            | (642   | ) |             |  |          |          |  |            | (642     | ) |  |             | (385   | ) |          |            |     |          |  |  | (385        | ) |  |          | (257   | ) |  |  |     |   |  |  | (257   | )
|Other comprehensive income (see Note 5)                                                     |  |            | (1,973 | ) |             |  | 3         |          |  |            | (1,970   | ) |  |             | (1,184 | ) |          |            | 2    |          |  |  | (1,182      | ) |  |          | (789   | ) |  |  | 1    |   |  |  | (788   | )
|                                                                                           
|At December 31, 2001                                                                        |  |            | 56,160 |   |             |  | 84        |          |  |            | 56,244   |   |  |             | 33,696 |   |          |            | 50   |          |  |  | 33,746      |   |  |          | 22,464 |   |  |  | 34   |   |  |  | 22,498 |  
|                                                                                           
|Movements during the year 2002:                                                             |  |            |        |   |             |  |           |          |  |            |          |   |  |             |        |   |          |            |      |          |  |  |             |   |  |          |        |   |  |  |      |   |  |  |        |  
|Group net income                                                                            |  |            | 9,419  |   |             |  | 183       |          |  |            | 9,602    |   |  |             | 5,651  |   |          |            | 110  |          |  |  | 5,761       |   |  |          | 3,768  |   |  |  | 73   |   |  |  | 3,841  |  
|less distributions to Parent Companies                                                      |  |            | (5,435 | ) |             |  |          |          |  |            | (5,435   | ) |  |             | (3,261 | ) |          |            |     |          |  |  | (3,261      | ) |  |          | (2,174 | ) |  |  |     |   |  |  | (2,174 | )
|                                                                                           
|Undistributed net income                                                                    |  |            | 3,984  |   |             |  | 183       |          |  |            | 4,167    |   |  |             | 2,390  |   |          |            | 110  |          |  |  | 2,500       |   |  |          | 1,594  |   |  |  | 73   |   |  |  | 1,667  |  
|Movement in Parent Companies shares held by
    Group companies, net of dividends received |  |            | (844   | ) |             |  |          |          |  |            | (844     | ) |  |             | (507   | ) |          |            |     |          |  |  | (507        | ) |  |          | (337   | ) |  |  |     |   |  |  | (337   | )
|Other comprehensive income (Note 5)                                                         |  |            | 764    |   |             |  | (7        | )        |  |            | 757      |   |  |             | 459    |   |          |            | (4   | )        |  |  | 455         |   |  |          | 305    |   |  |  | (3   | ) |  |  | 302    |  
|                                                                                           
|At December 31, 2002                                                                        |  |            | 60,064 |   |             |  | 260       |          |  |            | 60,324   |   |  |             | 36,038 |   |          |            | 156  |          |  |  | 36,194      |   |  |          | 24,026 |   |  |  | 104  |   |  |  | 24,130 |  
|                                                                                           

|                                                                       |                  |             |        |      |             |  |        |             |   |  |        |     | 
|---------------------------------------------------------------------- | ---------------- | ----------- | ------ | ---- | ----------- |  | ------ | ----------- | - |  | ------ | --- | 
|                                                                       |                  |            
|Parent Companies interest in Group net assets                         |                  | $ million   |       
|                                                                      
|                                                                       |                 
|                                                                       |                  | 2002        |        |      | 2001        |  |        | 2000        |  
|                                                                       |                  | As restated |        |      | As restated |  |        | As restated |  
|                                                                      
|                                                                       |                 
|Invested by Parent Companies                                           |                  |             | 741    |      |             |  | 741    |             |   |  | 741    |    
|Retained earnings of Group companies                                   |                  |             | 68,302 |      |             |  | 64,135 |             |   |  | 62,948 |    
|Parent Companies shares held, net of
    dividends received (Note 22) |                  |             | (2,797 | )    |             |  | (1,953 | )           |   |  | (1,311 | )  
|Cumulative currency translation differences                            |                  |             | (3,894 | )    |             |  | (6,326 | )           |   |  | (4,640 | )  
|Unrealised gains/(losses) on:                                          |                  |             |        |      |             |  |        |             |   |  |        |    
|                                                                       | securities       |             |        | 11   |             |  |        | (14         | ) |  |        | 129 | 
|                                                                       | cash flow hedges |             |        | (239 | )           |  |        | (14         | ) |  |        |    | 
|Minimum pension liability adjustments                                  |                  |             | (1,800 | )    |             |  | (325   | )           |   |  | (198   | )  
|                                                                      
|Balance of December 31                                                 |                  |             | 60,324 |      |             |  | 56,244 |             |   |  | 57,669 |    
|                                                                      

The reduction in retained earnings of Group
companies at December 31, 2002 of $120 million
compared with Note 4 prepared in accordance with
US GAAP, relates to the amortisation of goodwill under
Netherlands GAAP.



G48 Royal
Dutch/ Shell Group of Companies




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---



20-F/A (Amendment No. 1) 2002




---





---



Royal Dutch/ Shell Group of
Companies


Report of Independent Public
Accountants




---



We have audited the Netherlands GAAP Financial
Statements appearing on pages G2 to G48 of the Royal Dutch/
Shell Group of Companies for the years 2002, 2001 and 2000. The
preparation of the Financial Statements is the responsibility of
management. Our responsibility is to express an opinion on these
Financial Statements based on our audits.

We conducted our audits in accordance with the
Standards of Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the
Financial Statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Financial Statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management in the preparation of
the Financial Statements, as well as evaluating the overall
presentation of the Financial Statements. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the Financial Statements referred
to above present fairly, in all material respects the financial
position of the Royal Dutch/ Shell Group of Companies at
31 December 2002 and 2001 and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 2002 in accordance with the accounting
principles generally accepted in the Netherlands.

As discussed in Note 31 (Changes in
accounting policies and restatement of comparative data), the
Royal Dutch/ Shell Group of Companies has restated comparative
data for the three years ended December 31, 2002.

/s/ KPMG Accountants N.V.

-----------------------------------------------------


KPMG Accountants N.V., The Hague


Independent public accountants


/s/ PricewaterhouseCoopers LLP

-----------------------------------------------------


PricewaterhouseCoopers LLP, London


Registered independent public accountants


March 5, 2003, except for Note 31 (Changes
in accounting policies and restatement of comparative data),
which is as of May 22, 2004.



Royal Dutch/Shell Group of
Companies      G49




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---



20-F/A (Amendment No. 1) 2002




---





---



Supplementary information  Oil and Gas
(unaudited)




---






Preliminary Note: The information contained in
this section constitutes a restatement of the information
contained under the same heading in the Original Form 20-F.
The restatement is described more fully below under
Recategorisation and restatement of unaudited proved
reserves volumes.

Reserves

Net quantities (which are unaudited) of proved
oil and gas reserves are shown in the tables on pages G55
through G61. Proved reserves are the estimated quantities of
crude oil, natural gas and natural gas liquids which geological
and engineering data demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing
economic and operating conditions, i.e., prices and costs
as of the date the estimate is made. Proved developed oil and
gas reserves are reserves that can be expected to be recovered
through existing wells with existing equipment and operating
methods. The unaudited reserves volumes reported exclude volumes
attributable to oil and gas discoveries which are not at present
considered proved. Such volumes will be included when technical,
fiscal and other conditions allow them to be economically
developed and produced.


Proved reserves are shown net of any quantities
of crude oil or natural gas that are expected to be taken by
others as royalties in kind but do not exclude quantities
related to royalties expected to be paid in cash (except in
North America and in other situations in which the royalty
quantities are owned by others) or those related to fixed margin
contracts. Proved reserves include certain quantities of crude
oil or natural gas which will be produced under arrangements
which involve Group companies in upstream risks and rewards but
do not transfer title of the product to those companies.

Oil and gas reserves cannot be measured exactly
since estimation of reserves involves subjective judgement.
These estimates remain subject to revision and are unaudited
supplementary information.

Recategorisation and restatement of unaudited
proved reserves volumes

As announced on January 9, 2004,
March 18, 2004, and April 19, 2004, the Group reviewed
its proved reserves inventory (with the assistance of external
consultants) during the period from late 2003 to April 2004
(collectively, the Reserves Review). The results of
the Reserves Review can be summarised as follows:




|   |                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | following the Reserves Review, 4,474 million
    barrels of oil equivalent (boe1) previously booked at
    December 31, 2002 as proved reserves have been
    recategorised as not proved (this was the subject of the
    announcement made on January 9, 2004, as updated on
    March 18, 2004 and April 19, 2004 and finalised
    herein); and
|  
|2. | approximately 400 million boe of proved
    reserves additions that had been estimated for the year 2003, as
    announced on February 5, 2004, will not be made (this was
    also the subject of the announcement on March 18, 2004 as
    updated on April 19, 2004 and finalised herein).                                                      

The tables that follow reflect a restatement of
the Groups unaudited proved reserves volumes for the three
years ended December 31, 2002, as well as a restatement of
the standardised measure of discounted cash flows (collectively,
the Reserves Restatement), in order to give effect to the
results of the Reserves Review. In addition, certain volumes
identified for recategorisation in the Reserves Review will be
reflected as revisions during 2003 and disclosed as such in the
Parent Companies Annual Report on Form 20-F for 2003.
The principal reasons for the Reserves Restatement and the 2003
revisions are discussed later in this section.

The Reserves Restatement also reflects changes in
the timing of the initial booking of approximately
930 million boe of certain other proved reserves. These
quantities, situated in the West Africa Deep Water province and
Australia (North West Shelf) were compliant with proved reserves
definitions as at December 31, 2002, but the Reserves
Review has indicated that the original bookings in 2000 and
prior years were made in advance of a sufficient investment
commitment and/or assurance of market availability to support
the booking. These changes bring the timing of these proved
reserves additions into line with commitments to investment
and/or contractual product sales, most of which were made in the
period 1999 to 2002. Accordingly, these quantities do not change
the total reduction in proved reserves as at December 31,
2002, because they qualified as proved reserves at that date,
although they do affect the trend of reserves bookings over the
three-year period and affect calculation of the reserves
replacement ratio.

The Group has determined that during the periods
prior to the Reserves Restatement, its reserves bookings were
not fully consistent with the definition of proved
reserves as set forth in Rule 4-10 of
Regulation S-X under the U.S. Securities Exchange Act
of 1934 (Rule 4-10), and the interpretations of that Rule
by the staff of the Division of Corporation Finance of the SEC.
In particular, the







|  |                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------
|1 | For this purpose, the Group has converted natural
    gas to crude oil equivalent using a factor of
    5,800 standard cubic feet per barrel.



G50 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Group has determined that its prior guidelines
contained interpretations and allowed for reserve determinations
that were not consistent with Rule 4-10 and SEC staff
interpretations of Rule 4-10. The principal areas of
variation are listed below.




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Investment
    Commitment.Volumes of hydrocarbons
    were booked as proved reserves with respect to certain projects
    for which there was found subsequently not to be a sufficient
    level of investment commitment to conclude that there was
    reasonable certainty of recovery of those volumes in
    future years under existing economic and operating conditions
    (as defined in SEC staff interpretations of Rule 4-10).
    Under prior Group guidelines, proved reserves were booked in
    some cases upon progress with development planning. However,
    this did not in all cases meet the requirement under
    Rule 4-10 to demonstrate specific commitment to development
    actions. Examples include properties in Nigeria (various
    fields), Norway (Ormen Lange field) and New Zealand (Pohokura
    field). This factor was also a consideration in Australia
    (Gorgon field).
| 
| | Market Assurance.Volumes of hydrocarbons were booked as proved reserves with
    respect to certain projects for which there was insufficient
    evidence of future market demand at the date of booking to
    conclude that there was reasonable certainty that it
    would be economic to recover those volumes under conditions
    existing at the date of booking. The primary example of this
    category was Australia (Gorgon field and other North West Shelf
    properties), but it was also a factor in determining reserves
    restatements for other properties that rely on the long-term
    extension or renewal of existing sales contracts.                                                                                                                                                                                                                                                     
| 
| | Governmental or Regulatory
    Approval.Volumes of hydrocarbons were
    booked as proved reserves with respect to certain projects for
    which governmental or regulatory approvals were not sufficiently
    assured for there to be reasonable certainty of the
    recovery of those volumes in future years. The main examples of
    such properties are in Kazakhstan (Kashagan field), Ireland
    (Corrib field), Italy (Tempa Rossa field) and the Netherlands
    (Waddenzee fields).                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
| | Field Performance and Project
    Delivery.Volumes of hydrocarbons were
    booked and maintained as proved reserves with respect to certain
    development projects in producing fields notwithstanding a
    deferment in project execution or a decline in actual production
    volumes and forecasts when these indications should have
    suggested that there was no longer reasonable
    certainty that the originally estimated volumes would be
    recovered in the future. These issues arose mainly in fields in
    the Middle East and Nigeria.                                                                                                                                                                                                                                                                                                                                                       
| 
| | Year-End Pricing.Volume entitlements under Production Sharing Contracts, and
    other agreements for which reserves are estimated using the
    economic entitlement method, were determined using
    the prices that were used internally by the Group for screening
    investment decisions and for business planning, rather than the
    year-end price as required under Rule 4-10. When applying
    year-end prices to such reserves estimates, the resulting
    reserves figure is usually inversely related to product price,
    such that at times of high price there will be a lower reserves
    entitlement than at times of low price, all other factors being
    equal. Several properties in the Groups portfolio are
    affected in this manner.                                                                                                                                              
| 
| | Technical
    Definition.Volumes of hydrocarbons
    were booked as proved reserves with respect to some projects
    prior to the development of sufficient data to meet certain
    technical requirements established by the SEC staff in
    interpreting the definition of reasonable certainty
    in Rule 4-10. The primary examples are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Lowest Known
    Hydrocarbon.In some cases, volumes
    occurring below the Lowest Known Hydrocarbon
    (i.e., the deepest point that has been logged as
    hydrocarbon-bearing) had been included in proved reserves
    estimates. Such volumes were considered defensible in prior
    years generally on the grounds that evidence of the location of
    fluid contacts was available through measurements of the
    pressure gradients in the reservoirs concerned. This volume was
    estimated to be 172 million boe at the end of 2003 and will
    be accounted for as a revision during the year 2003. It has not
    been included in the Reserves Restatement for prior years.      
|
| |  | Proved Area: Lateral
    Extent.In some cases, volumes
    occurring in parts of the reservoir that are more than one
    offset development well location from existing well penetrations
    had been booked as proved reserves in the absence of sufficient
    proof of continuous and economically productive reservoir in the
    areas concerned. This volume was estimated to be
    180 million boe at the end of 2003 and substantially all
    has been accounted for through restatement of proved reserves
    for prior years. The 2003 reserve volume additions as announced
    on February 5, 2004 were also reduced by approximately
    180 million boe as a result of these issues.
|
| |  | Improved Recovery.In some cases, volumes related to the successful implementation
    of improved recovery processes had been booked as proved
    reserves in the absence of sufficient proof, in accordance with
    SEC guidance, of reasonable certainty that the
    processes would be effective in the specific reservoirs
    concerned. This volume was estimated to be 160 million boe
    at the end of 2003 and substantially all has been accounted for
    through restatement of proved reserves for prior years.                                                                                                                                                                     
|
| |  | Forecasting
    Methodology.In some cases, volumes
    booked on the basis of sophisticated computer modeling were not
    sufficiently supported by actual reservoir performance to
    satisfy the requirement of reasonable certainty in
    the                                                                                                                                                                                                                                                                                                                                                                                                                                                  



Royal Dutch/Shell Group of
Companies      G51




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---



20-F/A (Amendment No. 1) 2002




---



| |  |                                                                                                                                                                                                                
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | estimation of proved reserves. This volume was
    estimated to be 160 million boe at the end of 2003 and
    substantially all will be accounted for through the revisions
    occurring during the year 2003.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Economic
    Producibility.In some cases, proved
    reserves may have been assigned to reservoirs in the absence of
    information from a combination of electrical and other type logs
    and core analyses sufficient to indicate the reservoirs were
    analogous to similar reservoirs in the same field which were
    producing or had demonstrated the ability to produce on a
    formation test. However, there were no material instances of
    reserves that have been de-booked solely for this reason.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Royalty.For the
    years ended 1999 to 2002, proved reserves and production had
    been registered with respect to royalties paid in cash on
    properties in Canada. These have now been removed from proved
    reserves, resulting in a reduction in proved reserves at
    December 31, 2002 of 89 million boe and a reduction in
    production reported for the year 2002 of 14 million boe.

Effect of Reserves Restatement.

The tables that follow show restated amounts of
proved reserves and a restated calculation of the standardised
measure of discounted future net cash flows. The allocation to
particular years of quantities to be removed from the proved
reserves category for some of the mature producing areas has
involved the use of estimates as to timing, owing to the
practical difficulties in associating particular volumes with
particular projects at specific times in the past. Effect has
been given to the Reserves Restatement through the removal of
proved reserves either in the year in which those reserves were
originally booked or the year during which those reserves no
longer constituted proved reserves under the SEC rules, as
applicable. The table on page G55 presents a statement of
proved reserves (or standardised measure) as originally
reported, the cumulative effect of the Reserves Restatement on
the opening reserves or standardised measure balances for each
year concerned, the effect of the Reserves Restatement on
movements during each year and the restated closing balance.


All tables have been reformatted compared with
previous years disclosures to provide further geographical
detail. The Europe and USA groupings
remain unchanged in terms of the definition of constituent
countries, as does the Western Hemisphere, Other
region. The previously reported Eastern Hemisphere,
Other region has been divided into three new geographical
groupings: Africa, Asia-Pacific and
Middle East, Russia and Commonwealth of Independent States
(CIS), the latter also being referred to as the
Middle East region below for convenience. Egypt is
included in the Middle East region, as are Sakhalin
and states bordering the Caspian Sea. The revised geographical
grouping is aligned with the division of the Groups
Exploration and Production business into regional directorates
for internal management purposes.

The cumulative effect of the Reserves Restatement
on unaudited proved reserves volumes and the standardised
measure for each of the years covered by this Amendment
No. 1 is summarised as follows:

Year Ended December 31, 2002.

At December 31, 2002 (and January 1,
2003), the aggregated effect on unaudited proved reserves
volumes of the Reserves Restatement was 4,474 million boe,
comprising 2,795 million barrels of crude oil and natural
gas liquids and 9,736 thousand million standard
cubic feet of gas. This amounts to 23% of the total proved
reserves originally stated at that date (19,346 million
boe). Of the total unaudited proved reserves volumes restated,
89% (3,992 million boe) was attributable to Group companies
and the remainder was attributable to associated companies. 12%
of the total had been in the proved developed reserves category
and 88% had been categorised as proved undeveloped reserves.
Various properties in Nigeria accounted for 36% of the restated
volume at that date, the Gorgon field and other properties in
Australia accounted for 17% and the effect of applying year-end
pricing accounted for 7% of the total. Additional adjustments
include properties in Kazakhstan (8%), the rest of the Middle
East region (9%), the rest of the Asia-Pacific region (10%) and
in Europe (9%). Please refer to the narrative above for
explanation of the principal reasons for the Reserves
Restatement. After giving effect to the Reserves Restatement,
the proportion of total unaudited proved reserves volumes that
was accounted for as proved developed reserves at that date
increased from 46%, as originally stated, to 56%.


The Reserves Restatement gave rise to an
estimated reduction of $5,340 million in the standardised
measure of discounted future net cash flow for Group companies
and a further $1,308 million for associated companies.
Together, these effects equate to approximately 9% of the total
standardised measure that was originally stated at that date.
This effect is disproportionately low compared with the effect
on proved reserves (23%) primarily due to the fact that many of
the volumes affected are located in relatively low margin
operating areas and that the majority are undeveloped (the cost
of development for these reserves tends to suppress the
standardised measure of these volumes, as compared to the
standardised measure for volumes that have already been
developed). The reduction of the net present value disclosed by
the standardised measure includes an offset due to the
correction of an error in the original statement that was
discovered during compilation of the restated figures. The error
related to the application of an incorrect net margin accruing
to production on a fixed margin contract and resulted in an
understatement of



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approximately 1% of the standardised measure
value originally reported for the year 2002. The percentage
effect is even less in the other years.


Year Ended December 31, 2001.

At December 31, 2001 (and January 1,
2002), the aggregated effect on unaudited proved reserves
volumes of the Reserves Restatement was 4,531 million boe,
comprising 2,643 million barrels of crude oil and natural
gas liquids and 10,951 thousand million standard
cubic feet of gas. This amounts to 24% of the total
unaudited proved reserves volumes originally stated at that date
(19,095 million boe). Of the unaudited proved reserves
volumes restated, 86% (3,912 million boe) was attributable
to Group companies and the remainder were attributable to
associated companies. 9% of the total had been in the proved
developed reserves category and 91% had been categorised as
proved undeveloped reserves. Various properties in Nigeria
accounted for 42% of the restated volume at that date, Australia
accounted for 22% of the total and the effect of applying
year-end pricing accounted for a further 4% of the total.
Additional adjustments include properties elsewhere in the
Asia-Pacific region (12%) and the Middle East region (10%).
After giving effect to the Reserves Restatement, the proportion
of total unaudited proved reserves volumes that was accounted
for as proved developed reserves at December 31, 2001
increased from 46%, as originally stated, to 57%.


The Reserves Restatement gave rise to an
estimated reduction of $5,464 million in the standardised
measure of discounted future net cash flow for Group companies
and a further $1,005 million reduction for associated
companies. Together, these effects equate to approximately 13%
of the total standardised measure that was originally stated at
that date.

Year Ended December 31, 2000.

At December 31, 2000 (and January 1,
2001), the aggregated effect on unaudited proved reserves
volumes of the Reserves Restatement was 4,844 million boe,
comprising 2,844 million barrels of crude oil and natural
gas liquids and 11,598 thousand million standard
cubic feet of gas. This amounts to 25% of the total
unaudited proved reserves volumes originally stated at that date
(19,455 million boe). Of the total aggregated effect, 88%
(4,277 million boe) was attributable to Group companies and
the remainder was attributable to associated companies. 10% of
the total had been in the proved developed reserves category and
90% had been categorised as proved undeveloped reserves. Various
properties in Nigeria accounted for 41% of the restated volume
at that date, Australia accounted for 22% and the effect of
applying year-end pricing accounted for a further 10% of the
total. Additional adjustments included properties in the Middle
East region (9%) and the rest of the Asia-Pacific region (10%).
After giving effect to the Reserves Restatement, the proportion
of total unaudited proved reserves volumes that was accounted
for as proved developed reserves at December 31, 2000
increased from 46%, as originally stated, to 58%.


The Reserves Restatement gave rise to an
estimated reduction of $6,083 million in the standardised
measure of discounted future net cash flow for Group companies
and a further $1,153 million for associated companies.
Together, these effects equate to approximately 10% of the total
standardised measure that was originally stated at that date.

Year Ended December 31, 1999.

At December 31, 1999 (and January 1,
2000), the aggregated effect on unaudited proved reserves
volumes of the Reserves Restatement was 4,582 million boe,
comprising 2,408 million barrels of crude oil and natural
gas liquids and 12,608 thousand million standard
cubic feet of gas. This amounts to 23% of the total
unaudited proved reserves volumes originally stated at that date
(19,868 million boe). Of the total aggregated effect, 87%
(4,006 million boe) was attributable to Group companies and
the remainder was attributable to associated companies. 16% of
the total had been in the proved developed reserves category and
84% had been categorised as proved undeveloped reserves. Various
properties in Nigeria accounted for 45% of the restated volume
at that date, Australia accounted for 25% and the effect of
applying year-end pricing accounted for a further 12% of the
total. Various other properties in the rest of the Asia Pacific
region contributed a further 9%. After giving effect to the
Reserves Restatement, the proportion of total unaudited proved
reserves volumes that was accounted for as proved developed
reserves at December 31, 1999 increased from 49%, as
originally stated, to 58%.


The Reserves Restatement gave rise to an
estimated reduction of $5,813 million in the standardised
measure of discounted future net cash flow for Group companies
and a further $1,200 million for associated companies.
Together, these effects equate to approximately 11% of the total
standardised measure that was originally stated at that date.

Years prior to 1999

In certain cases, the affected unaudited proved
reserves volumes have been removed from the proved category in
years prior to 1999. Although not tabulated in detail in this
Amendment No. 1, a summary of the estimated effects on
prior years is as follows:




| |                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 1998 (and January 1,
    1999), the aggregate effect on unaudited proved reserves volumes
    of the Reserves Restatement was 3,777 million boe,
    comprising 2,176 million barrels of crude oil and natural
    gas liquids and 9,285 thousand million standard cubic feet
    of gas. This amounts to 18% of the total unaudited proved
    reserves volumes



Royal Dutch/Shell Group of
Companies      G53




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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | originally stated at that date
    (20,455 million boe). Of the total aggregated effect, 84%
    (3,167 million boe) was attributable to Group companies and
    the remainder was attributable to associated companies. 13% of
    the total had been in the proved developed reserves category and
    87% had been categorised as proved undeveloped reserves. Various
    properties in Nigeria and Australia together accounted for 90%
    of the restated volume at that date.                                                                                                                                                                                                                                                                                                                                                                            
|
| | At December 31, 1997 (January 1, 1998),
    the aggregate effect on unaudited proved reserves volumes of the
    Reserves Restatement was 3,132 million boe, comprising
    1,646 million barrels of crude oil and natural gas liquids
    and 8,619 thousand million standard cubic feet of gas. This
    amounts to 16% of the total unaudited proved reserves volumes
    originally stated at that date (19,359 million boe). Of the
    total aggregated effect, 81% (2,553 million boe) was
    attributable to Group companies and the remainder was
    attributable to associated companies. 4% of the total had been
    in the proved developed reserves category and 96% had been
    categorised as proved undeveloped reserves. Various properties
    in Nigeria and Australia together accounted for 90% of the
    restated volume at that date.

Reserves Replacement Ratio

For the three years covered by this
Amendment No.1 (2000  2002), after giving effect to
the Reserves Restatement, the proved oil and natural gas
reserves replacement ratio (net additions to unaudited proved
reserves volumes as a percentage of production) for the three
years is 90% (99% for oil, including natural gas liquids, and
77% for gas). This figure is similar to that originally stated
(88%), due mainly to the offset of negative restatements by the
changes in the timing of reserves bookings originally booked in
earlier years.


The five-year (1998  2002) reserves
replacement ratio is 80% (83% for oil, including natural gas
liquids, and 75% for gas). This compares with a figure of 100%
as originally stated.

These figures include both Group and associated
companies, they include minority interests in Group companies
and they include the effects of acquisitions and divestment.
They exclude any contribution from oil sands projects, which do
not qualify as oil and gas producing activities.

Certain Canadian Reserves

Subsequent to the completion of the Reserves
Restatement, the Group has determined that approximately
92 million boe of natural gas and natural gas liquids
associated with the Sable Offshore Energy Project, in which
Shell Canada Limited participates, did not qualify as proved
reserves at the date of their original 1997 booking. This volume
is less than 0.8% of total oil and gas proved reserves for any
year since 1997.




G54 Royal
Dutch/ Shell Group of Companies




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Restatement of previously reported
Supplementary information  Oil and Gas

|                                                          |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |   |      |  |       |      |  |  |       |     |  |      |        |   |      |  |        |      |  |  |         |     |  |      |        |   |      |  |        |      |  |  |        |     |  |  |        |   |  |  |        |   |  |  |        |    
|--------------------------------------------------------- |  | --------------------------------- | ------ | - | ------------------------------------- |  | ------ | -------------------- |  | -------------------- | ---------------- | --- |  | -------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | --- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------- | --- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | --- |  |  | ------ | - |  |  | ------ | - |  |  | ------ | ---
|                                                          |  |                                   |        |   |                                       | 
|                                                          |  | million barrels                   |        |   | thousand million standard cubic feeta |  |        | $ million            | 
|                                                          |  |                                   |        |   |                                       |  |        |                      | 
|                                                          |  |                                   |        |   |                                       | 
|                                                          |  | Reserves                          |        |   | Reserves                              |  |        |                     
|                                                          |  | Crude oil and natural gas liquids |        |   | Natural gas                           |  |        |                     
|                                                          |  |                                   |        |   |                                       |  |        |                     
|                                                          |  |                                   |        |   |                                       |  |        |                      |  | Standardised measure |                 
|                                                          |  | Proved developed and              |        |   | Proved developed                      |  |        | Proved developed and |  |                      | Proved developed |     |  | of discounted future |      
|                                                          |  | undeveloped reserves              |        |   | reserves                              |  |        | undeveloped reserves |  |                      | reserves         |     |  | cash flows           |      
|                                                          |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |      
|                                                          |  | 2002                              |        |   | 2001                                  |  |        | 2000                 |  |                      | 2002             |     |  | 2001                 |       |   | 2000 |  |       | 2002 |  |  | 2001  |     |  | 2000 |        |   | 2002 |  |        | 2001 |  |  | 2000    |     |  | 2002 |        |   | 2001 |  |        | 2000 | 
|                                                         
|                                                          | 
|Group companies                                           |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |   |      |  |       |      |  |  |       |     |  |      |        |   |      |  |        |      |  |  |         |     |  |      |        |   |      |  |        |      |  |  |        |     |  |  |        |   |  |  |        |   |  |  |        |    
|As previously reported at December 31                     |  |                                   | 9,026  |   |                                       |  | 8,544  |                      |  |                      | 8,670            |     |  |                      | 3,959 |   |      |  | 3,734 |      |  |  | 3,812 |     |  |      | 48,240 |   |      |  | 50,613 |      |  |  | 50,842  |     |  |      | 22,530 |   |      |  | 23,938 |      |  |  | 24,189 |     |  |  | 65,702 |   |  |  | 45,878 |   |  |  | 63,041 |    
|Effect of the adjustment                                  |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |   |      |  |       |      |  |  |       |     |  |      |        |   |      |  |        |      |  |  |         |     |  |      |        |   |      |  |        |      |  |  |        |     |  |  |        |   |  |  |        |   |  |  |        |    
|Amounts at beginning of year                              |  |                                   | (2,437 | ) |                                       |  | (2,658 | )                    |  |                      | (2,246           | ) b |  |                      | (202  | ) |      |  | (255  | )    |  |  | (278  | ) b |  |      | (8,554 | ) |      |  | (9,389 | )    |  |  | (10,209 | ) b |  |      | (1,088 | ) |      |  | (1,299 | )    |  |  | (2,529 | ) b |  |  | (5,464 | ) |  |  | (6,083 | ) |  |  | (5,813 | ) b
|Movements during the year                                 |  |                                   | (184   | ) |                                       |  | 221    |                      |  |                      | (412             | )   |  |                      | (73   | ) |      |  | 53    |      |  |  | 23    |     |  |      | 604    |   |      |  | 835    |      |  |  | 820     |     |  |      | (80    | ) |      |  | 211    |      |  |  | 1,230  |     |  |  | 124    |   |  |  | 619    |   |  |  | (270   | )  
|                                                         
|                                                          |  |                                   | (2,621 | ) |                                       |  | (2,437 | )                    |  |                      | (2,658           | )   |  |                      | (275  | ) |      |  | (202  | )    |  |  | (255  | )   |  |      | (7,950 | ) |      |  | (8,554 | )    |  |  | (9,389  | )   |  |      | (1,168 | ) |      |  | (1,088 | )    |  |  | (1,299 | )   |  |  | (5,340 | ) |  |  | (5,464 | ) |  |  | (6,083 | )  
|                                                         
|As restated at December 31                                |  |                                   | 6,405  |   |                                       |  | 6,107  |                      |  |                      | 6,012            |     |  |                      | 3,684 |   |      |  | 3,532 |      |  |  | 3,557 |     |  |      | 40,290 |   |      |  | 42,059 |      |  |  | 41,453  |     |  |      | 21,362 |   |      |  | 22,850 |      |  |  | 22,890 |     |  |  | 60,362 |   |  |  | 40,414 |   |  |  | 56,958 |    
|                                                         
|Group share of associated companies                       |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |  
|As previously reported at December 31                     |  |                                   | 1,107  |   |                                       |  | 925    |                      |  |                      | 1,081            |     |  |                      | 667   |   |      |  | 598   |      |  |  | 657   |     |  |      | 5,198  |   |      |  | 5,216  |      |  |  | 5,441   |     |  |      | 2,072  |   |      |  | 1,806  |      |  |  | 1,854  |     |  |  | 7,070  |   |  |  | 3,888  |   |  |  | 6,120  |    
|Effect of the adjustment                                  |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |   |      |  |       |      |  |  |       |     |  |      |        |   |      |  |        |      |  |  |         |     |  |      |        |   |      |  |        |      |  |  |        |     |  |  |        |   |  |  |        |   |  |  |        |    
|Amounts at beginning of year                              |  |                                   | (206   | ) |                                       |  | (186   | )                    |  |                      | (162             | ) b |  |                      | (6    | ) |      |  | (6    | )    |  |  | (1    | ) b |  |      | (2,397 | ) |      |  | (2,209 | )    |  |  | (2,399  | ) b |  |      | (13    | ) |      |  | (14    | )    |  |  | (14    | ) b |  |  | (1,005 | ) |  |  | (1,153 | ) |  |  | (1,200 | ) b
|Movements during the year                                 |  |                                   | 32     |   |                                       |  | (20    | )                    |  |                      | (24              | )   |  |                      | (2    | ) |      |  |      |      |  |  | (5    | )   |  |      | 611    |   |      |  | (188   | )    |  |  | 190     |     |  |      | (212   | ) |      |  | 1      |      |  |  |       |     |  |  | (303   | ) |  |  | 148    |   |  |  | 47     |    
|                                                         
|                                                          |  |                                   | (174   | ) |                                       |  | (206   | )                    |  |                      | (186             | )   |  |                      | (8    | ) |      |  | (6    | )    |  |  | (6    | )   |  |      | (1,786 | ) |      |  | (2,397 | )    |  |  | (2,209  | )   |  |      | (225   | ) |      |  | (13    | )    |  |  | (14    | )   |  |  | (1,308 | ) |  |  | (1,005 | ) |  |  | (1,153 | )  
|                                                         
|As restated at December 31                                |  |                                   | 933    |   |                                       |  | 719    |                      |  |                      | 895              |     |  |                      | 659   |   |      |  | 592   |      |  |  | 651   |     |  |      | 3,412  |   |      |  | 2,819  |      |  |  | 3,232   |     |  |      | 1,847  |   |      |  | 1,793  |      |  |  | 1,840  |     |  |  | 5,762  |   |  |  | 2,883  |   |  |  | 4,967  |    
|                                                         
|Geographical analysis of the effect of the
    adjustment |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |  
|Group companies                                           |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |   |      |  |       |      |  |  |       |     |  |      |        |   |      |  |        |      |  |  |         |     |  |      |        |   |      |  |        |      |  |  |        |     |  |  |        |   |  |  |        |   |  |  |        |    
|Europe                                                    |  |                                   | (147   | ) |                                       |  | (27    | )                    |  |                      | (21              | )   |  |                      | (2    | ) |      |  | (2    | )    |  |  |      |     |  |      | (1,570 | ) |      |  | (1,195 | )    |  |  | (1,079  | )   |  |      | (44    | ) |      |  | (44    | )    |  |  | (7     | )   |  |  | (1,493 | ) |  |  | (869   | ) |  |  | (1,231 | )  
|Africac                                                   |  |                                   | (1,409 | ) |                                       |  | (1,745 | )                    |  |                      | (1,828           | )   |  |                      | (235  | ) |      |  | (141  | )    |  |  | (147  | )   |  |      | (1,259 | ) |      |  | (1,478 | )    |  |  | (1,352  | )   |  |      | (528   | ) |      |  | (376   | )    |  |  | (93    | )   |  |  | (1,146 | ) |  |  | (3,103 | ) |  |  | (3,030 | )  
|Asia Pacificd                                             |  |                                   | (101   | ) |                                       |  | (116   | )                    |  |                      | (108             | )   |  |                      | (20   | ) |      |  | (29   | )    |  |  | (19   | )   |  |      | (4,197 | ) |      |  | (5,159 | )    |  |  | (5,555  | )   |  |      | (15    | ) |      |  | (128   | )    |  |  | (144   | )   |  |  | (1,066 | ) |  |  | (909   | ) |  |  | (1,337 | )  
|Middle East, Russia, CISe                                 |  |                                   | (854   | ) |                                       |  | (494   | )                    |  |                      | (621             | )   |  |                      | 15    |   |      |  | (10   | )    |  |  | (61   | )   |  |      | (499   | ) |      |  | (289   | )    |  |  | (907    | )   |  |      | (254   | ) |      |  | (184   | )    |  |  | (688   | )   |  |  | (1,392 | ) |  |  | (531   | ) |  |  | (603   | )  
|USA                                                       |  |                                   |       |   |                                       |  |       |                      |  |                      |                 |     |  |                      |      |   |      |  |      |      |  |  |      |     |  |      |       |   |      |  |       |      |  |  |        |     |  |      |       |   |      |  |       |      |  |  |       |     |  |  |       |   |  |  |       |   |  |  |       |    
|Other Western Hemisphere                                  |  |                                   | (110   | ) |                                       |  | (55    | )                    |  |                      | (80              | )   |  |                      | (33   | ) |      |  | (20   | )    |  |  | (28   | )   |  |      | (425   | ) |      |  | (433   | )    |  |  | (496    | )   |  |      | (327   | ) |      |  | (356   | )    |  |  | (367   | )   |  |  | (243   | ) |  |  | (52    | ) |  |  | 118    |    
|                                                         
|Total                                                     |  |                                   | (2,621 | ) |                                       |  | (2,437 | )                    |  |                      | (2,658           | )   |  |                      | (275  | ) |      |  | (202  | )    |  |  | (255  | )   |  |      | (7,950 | ) |      |  | (8,554 | )    |  |  | (9,389  | )   |  |      | (1,168 | ) |      |  | (1,088 | )    |  |  | (1,299 | )   |  |  | (5,340 | ) |  |  | (5,464 | ) |  |  | (6,083 | )  
|                                                         
|Group share of associated companies                       |  |                                   |        |   |                                       |  |        |                      |  |                      |                  |     |  |                      |       |  
|Europe                                                    |  |                                   |       |   |                                       |  |       |                      |  |                      |                 |     |  |                      |      |   |      |  |      |      |  |  |      |     |  |      |       |   |      |  |       |      |  |  |        |     |  |      |       |   |      |  |       |      |  |  |       |     |  |  |       |   |  |  |       |   |  |  |       |    
|Africac                                                   |  |                                   |       |   |                                       |  |       |                      |  |                      |                 |     |  |                      |      |   |      |  |      |      |  |  |      |     |  |      |       |   |      |  |       |      |  |  |        |     |  |      |       |   |      |  |       |      |  |  |       |     |  |  |       |   |  |  |       |   |  |  |       |    
|Asia Pacificd                                             |  |                                   | (174   | ) |                                       |  | (205   | )                    |  |                      | (191             | )   |  |                      | (8    | ) |      |  | (6    | )    |  |  | (6    | )   |  |      | (1,786 | ) |      |  | (2,397 | )    |  |  | (2,209  | )   |  |      | (225   | ) |      |  | (13    | )    |  |  | (14    | )   |  |  | (1,308 | ) |  |  | (1,005 | ) |  |  | (1,137 | )  
|Middle East, Russia, CISe                                 |  |                                   |       |   |                                       |  | (1     | )                    |  |                      | 5                |     |  |                      |      |   |      |  |      |      |  |  |      |     |  |      |       |   |      |  |       |      |  |  |        |     |  |      |       |   |      |  |       |      |  |  |       |     |  |  |       |   |  |  |       |   |  |  | (16    | )  
|USA                                                       |  |                                   |       |   |                                       |  |       |                      |  |                      |                 |     |  |                      |      |   |      |  |      |      |  |  |      |     |  |      |       |   |      |  |       |      |  |  |        |     |  |      |       |   |      |  |       |      |  |  |       |     |  |  |       |   |  |  |       |   |  |  |       |    
|Other Western Hemisphere                                  |  |                                   |       |   |                                       |  |       |                      |  |                      |                 |     |  |                      |      |   |      |  |      |      |  |  |      |     |  |      |       |   |      |  |       |      |  |  |        |     |  |      |       |   |      |  |       |      |  |  |       |     |  |  |       |   |  |  |       |   |  |  |       |    
|                                                         
|Total                                                     |  |                                   | (174   | ) |                                       |  | (206   | )                    |  |                      | (186             | )   |  |                      | (8    | ) |      |  | (6    | )    |  |  | (6    | )   |  |      | (1,786 | ) |      |  | (2,397 | )    |  |  | (2,209  | )   |  |      | (225   | ) |      |  | (13    | )    |  |  | (14    | )   |  |  | (1,308 | ) |  |  | (1,005 | ) |  |  | (1,153 | )  
|                                                         



|  |                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------
|a | These quantities have not been adjusted to
    standard heat content.                                                       
| 
|b | Cumulative effect of Reserves Restatement as at
    January 1, 2000.                                                        
| 
|c | Excludes Egypt.                                                                                                             
| 
|d | Excludes Sakhalin.                                                                                                          
| 
|e | Middle East and Former Soviet Union/Commonwealth
    of Independent States. Includes Caspian region, Egypt and
    Sakhalin.



Royal Dutch/Shell Group of
Companies      G55




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Crude oil and natural gas liquids
(Restated)

Group companies estimated net proved
reserves of crude oil and natural gas liquids at the end of the
year, their share of the net proved reserves of associated
companies at the end of the year, and the changes in such
reserves during the year are set out below.


|                                                                    |  |                    |       |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |     |   |  |  |       |  
|------------------------------------------------------------------- |  | ------------------ | ----- | ---- | ------------------ |  | ----------- | -------- |  |  | ------------ | - |  | --- | ----- | - | ----- |  | ----- | ----- |  |  | --- | - |  |  | ----- | -
|                                                                    |  |                   
|Proved developed reserves and undeveloped reservesa                 |  | million barrels    |      
|                                                                   
|                                                                    | 
|                                                                    |  |                   
|                                                                    |  | 2002               |      
|                                                                   
|                                                                    | 
|                                                                    |  |                    |       |      |                    | 
|                                                                    |  | Eastern Hemisphere |       |      | Western Hemisphere |  |             |         
|                                                                    |  |                    |       |      |                    | 
|                                                                    |  |                    |       |      |                    |  |             |         
|                                                                    |  |                    |       | Asia |                    |  | Middle East |          |  |  |              |   |  |    
|                                                                    |  | Europe             |       |      | Africab            |  |             | Pacificc |  |  | Russia, CISd |   |  | USA |       |   | Other |  |       | Total | 
|                                                                   
|                                                                    | 
|Group companies                                                     |  |                    |       |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |     |   |  |  |       |  
|At January 1 (restated)                                             |  |                    | 1,078 |      |                    |  | 1,671       |          |  |  | 445          |   |  |     | 1,717 |   |       |  | 675   |       |  |  | 521 |   |  |  | 6,107 |  
|Revisions and reclassifications                                     |  |                    | 98    |      |                    |  | 69          |          |  |  | (25          | ) |  |     | (26   | ) |       |  | 77    |       |  |  | (34 | ) |  |  | 159   |  
|Improved recovery                                                   |  |                    | (15   | )    |                    |  |            |          |  |  | 6            |   |  |     | 45    |   |       |  | 51    |       |  |  |    |   |  |  | 117   |  
|Extensions and discoveries                                          |  |                    | 1     |      |                    |  | 209         |          |  |  |             |   |  |     |      |   |       |  | 33    |       |  |  |    |   |  |  | 243   |  
|Purchases of minerals in place                                      |  |                    | 551   |      |                    |  |            |          |  |  |             |   |  |     |      |   |       |  | 7     |       |  |  | 93  |   |  |  | 651   |  
|Sales of minerals in place                                          |  |                    | (1    | )    |                    |  | (19         | )        |  |  | (19          | ) |  |     | (62   | ) |       |  | (3    | )     |  |  |    |   |  |  | (104  | )
|Production                                                          |  |                    | (254  | )    |                    |  | (102        | )        |  |  | (69          | ) |  |     | (190  | ) |       |  | (120  | )     |  |  | (33 | ) |  |  | (768  | )
|                                                                   
|At December 31                                                      |  |                    | 1,488 |      |                    |  | 1,828       |          |  |  | 338          |   |  |     | 1,484 |   |       |  | 720   |       |  |  | 547 |   |  |  | 6,405 |  
|                                                                   
|Group share of associated companies                                 |  |                    |       |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |     |   |  |  |       |  
|At January 1 (restated)                                             |  |                    | 1     |      |                    |  |            |          |  |  | 362          |   |  |     |      |   |       |  | 356   |       |  |  |    |   |  |  | 719   |  
|Revisions and reclassifications                                     |  |                    | 1     |      |                    |  |            |          |  |  | 78           |   |  |     |      |   |       |  | 65    |       |  |  |    |   |  |  | 144   |  
|Improved recovery                                                   |  |                    |      |      |                    |  |            |          |  |  | 4            |   |  |     |      |   |       |  |      |       |  |  |    |   |  |  | 4     |  
|Extensions and discoveries                                          |  |                    |      |      |                    |  |            |          |  |  | 6            |   |  |     |      |   |       |  | 33    |       |  |  |    |   |  |  | 39    |  
|Purchases of minerals in place                                      |  |                    |      |      |                    |  |            |          |  |  |             |   |  |     | 121   |   |       |  |      |       |  |  |    |   |  |  | 121   |  
|Sales of minerals in place                                          |  |                    |      |      |                    |  |            |          |  |  |             |   |  |     | (1    | ) |       |  |      |       |  |  |    |   |  |  | (1    | )
|Production                                                          |  |                    |      |      |                    |  |            |          |  |  | (50          | ) |  |     | (2    | ) |       |  | (41   | )     |  |  |    |   |  |  | (93   | )
|                                                                   
|At December 31                                                      |  |                    | 2     |      |                    |  |            |          |  |  | 400          |   |  |     | 118   |   |       |  | 413   |       |  |  |    |   |  |  | 933   |  
|                                                                   
|Total                                                               |  |                    | 1,490 |      |                    |  | 1,828       |          |  |  | 738          |   |  |     | 1,602 |   |       |  | 1,133 |       |  |  | 547 |   |  |  | 7,338 |  
|                                                                   
|Minority interests share of proved
    reserves of Group companies |  |                    |       |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |     |   |  |  |       |  
|                                                                   
|At December 31                                                      |  |                    |      |      |                    |  | 26          |          |  |  | 1            |   |  |     | 126   |   |       |  |      |       |  |  | 64  |   |  |  | 217   |  
|                                                                   

|                                           |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |     |  |  |  |       | 
|------------------------------------------ |  | ------------------ | ----- | ---- | ------------------ |  | ----------- | -------- |  |  | ------------ |  |  | --- | ----- |  | ----- |  | --- | ----- |  |  | --- |  |  |  | ----- | 
|                                           |  |                   
|Proved developed reserves                  |  | million barrels    |      
|                                          
|                                           | 
|                                           |  |                   
|                                           |  | 2002               |      
|                                          
|                                           | 
|                                           |  |                    |       |      |                    | 
|                                           |  | Eastern Hemisphere |       |      | Western Hemisphere |  |             |         
|                                           |  |                    |       |      |                    | 
|                                           |  |                    |       |      |                    |  |             |         
|                                           |  |                    |       | Asia |                    |  | Middle East |          |  |  |              |  |  |    
|                                           |  | Europe             |       |      | Africab            |  |             | Pacificc |  |  | Russia, CISd |  |  | USA |       |  | Other |  |     | Total | 
|                                          
|                                           | 
|Group companies                            |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |     |  |  |  |       | 
|At January 1 (restated)                    |  |                    | 785   |      |                    |  | 724         |          |  |  | 249          |  |  |     | 1,122 |  |       |  | 429 |       |  |  | 223 |  |  |  | 3,532 | 
|At December 31                             |  |                    | 1,127 |      |                    |  | 738         |          |  |  | 199          |  |  |     | 1,056 |  |       |  | 373 |       |  |  | 191 |  |  |  | 3,684 | 
|Group share of associated companies        |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |     |  |  |  |       | 
|At January 1 (restated)                    |  |                    | 1     |      |                    |  |            |          |  |  | 261          |  |  |     |      |  |       |  | 330 |       |  |  |    |  |  |  | 592   | 
|At December 31                             |  |                    | 1     |      |                    |  |            |          |  |  | 278          |  |  |     | 15    |  |       |  | 365 |       |  |  |    |  |  |  | 659   | 
|                                          
|Oil sandse                                 |  | million barrels   
|                                          
|Group companies                            |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |     |  |  |  |       | 
|At January 1                               |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  | 600 |  |  |  | 600   | 
|Extensions and discoveries                 |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |    |  |  |  |      | 
|Production                                 |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |    |  |  |  |      | 
|                                          
|At December 31                             |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  | 600 |  |  |  | 600   | 
|                                          
|Minority interests share of oil
    sands |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  |     |  |  |  |       | 
|                                          
|At December 31                             |  |                    |       |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |     |       |  |  | 134 |  |  |  | 134   | 
|                                          



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | As applicable, amounts for the periods reported
    have been restated. A summary of the changes is shown on
    page G55.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|b | Excludes Egypt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|c | Excludes Sakhalin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|d | Middle East and Former Soviet Union/Commonwealth
    of Independent States. Includes Caspian region, Egypt and
    Sakhalin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|e | Petroleum reserves from operations that do not
    qualify as oil and gas producing activities, in this case our
    Athabasca Oil Sands Project, are not included in oil and gas
    reserves and are not considered in the standardised measure of
    discounted future cash flows for conventional oil and gas
    reserves, which is found on page G60. The volumes quoted
    are gross, i.e. including royalties. Calculation of
    royalties depends on price, production rates, capital costs and
    operating costs over the life of the Athabasca Oil Sands
    Project. At 2002 year-end pricing, net volumes would be
    approximately 85% of gross volumes.



G56 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---









|                   |       |                 |                    |  |                 |          |  |                    |              |   |                    |     |       |   |       |      |       |       |             |  |        |   |  |         |       |   |          |  |       |              |  |  |       |   |  |       |     |   |       |  |       |   |  |  |       |   |  |  |     |   |  |  |       |  
|------------------ | ----- | --------------- | ------------------ |  | --------------- | -------- |  | ------------------ | ------------ | - | ------------------ | --- | ----- | - | ----- | ---- | ----- | ----- | ----------- |  | ------ | - |  | ------- | ----- | - | -------- |  | ----- | ------------ |  |  | ----- | - |  | ----- | --- | - | ----- |  | ----- | - |  |  | ----- | - |  |  | --- | - |  |  | ----- | -
|                   |       |                
|                   |       | million barrels |                    |  | million barrels |         
|                   |       |                
|                   |       |                 |                    | 
|                   |       |                
|2001               |       |                 | 2000               | 
|                   |       |                
|                   |       |                 |                    | 
|                   |       |                 |                    |  |                 |          |  |                    |              |  
|Eastern Hemisphere |       |                 | Western Hemisphere |  |                 |          |  | Eastern Hemisphere |              |   | Western Hemisphere |     |       |  
|                   |       |                 |                    |  |                 |          |  |                    |              |  
|                   |       |                 |                    |  |                 |          |  |                    |              |   |                    |     |       |  
|                   |       | Asia            |                    |  | Middle East     |          |  |                    |              |   |                    |     |       |   |       | Asia |       |       | Middle East |  |        |   |  |         |       |  
|Europe             |       |                 | Africab            |  |                 | Pacificc |  |                    | Russia, CISd |   |                    | USA |       |   | Other |      |       | Total |             |  | Europe |   |  | Africab |       |   | Pacificc |  |       | Russia, CISd |  |  | USA   |   |  | Other |     |   | Total | 
|                   |       |                
|                   |       |                 |                    | 
|                   | 1,152 |                 |                    |  | 1,711           |          |  |                    | 436          |   |                    |     | 1,572 |   |       |      | 611   |       |             |  | 530    |   |  |         | 6,012 |   |          |  | 1,308 |              |  |  | 1,685 |   |  |       | 454 |   |       |  | 1,846 |   |  |  | 578   |   |  |  | 392 |   |  |  | 6,263 |  
|                   | 41    |                 |                    |  | 51              |          |  |                    | (7           | ) |                    |     | 302   |   |       |      | 31    |       |             |  | 39     |   |  |         | 457   |   |          |  | 82    |              |  |  | 150   |   |  |       | 38  |   |       |  | (104  | ) |  |  | 15    |   |  |  | 86  |   |  |  | 267   |  
|                   | 67    |                 |                    |  | 1               |          |  |                    | 12           |   |                    |     | 19    |   |       |      |      |       |             |  |       |   |  |         | 99    |   |          |  | 45    |              |  |  | 1     |   |  |       | 19  |   |       |  | 20    |   |  |  |      |   |  |  | 86  |   |  |  | 171   |  
|                   | 17    |                 |                    |  | 28              |          |  |                    | 5            |   |                    |     |      |   |       |      | 139   |       |             |  | 1      |   |  |         | 190   |   |          |  | 12    |              |  |  | 1     |   |  |       | 17  |   |       |  |      |   |  |  | 126   |   |  |  | 1   |   |  |  | 157   |  
|                   |      |                 |                    |  |                |          |  |                    | 69           |   |                    |     |      |   |       |      | 3     |       |             |  |       |   |  |         | 72    |   |          |  |      |              |  |  |      |   |  |       |    |   |       |  |      |   |  |  |      |   |  |  |    |   |  |  |      |  
|                   |      |                 |                    |  |                |          |  |                    |             |   |                    |     |      |   |       |      | (1    | )     |             |  | (14    | ) |  |         | (15   | ) |          |  | (71   | )            |  |  | (5    | ) |  |       | (26 | ) |       |  | (13   | ) |  |  | (6    | ) |  |  |    |   |  |  | (121  | )
|                   | (199  | )               |                    |  | (120            | )        |  |                    | (70          | ) |                    |     | (176  | ) |       |      | (108  | )     |             |  | (35    | ) |  |         | (708  | ) |          |  | (224  | )            |  |  | (121  | ) |  |       | (66 | ) |       |  | (177  | ) |  |  | (102  | ) |  |  | (35 | ) |  |  | (725  | )
|                   |       |                
|                   | 1,078 |                 |                    |  | 1,671           |          |  |                    | 445          |   |                    |     | 1,717 |   |       |      | 675   |       |             |  | 521    |   |  |         | 6,107 |   |          |  | 1,152 |              |  |  | 1,711 |   |  |       | 436 |   |       |  | 1,572 |   |  |  | 611   |   |  |  | 530 |   |  |  | 6,012 |  
|                   |       |                
|                   | 1     |                 |                    |  |                |          |  |                    | 353          |   |                    |     | 100   |   |       |      | 441   |       |             |  |       |   |  |         | 895   |   |          |  | 1     |              |  |  |      |   |  |       | 286 |   |       |  |      |   |  |  | 817   |   |  |  |    |   |  |  | 1,104 |  
|                   |      |                 |                    |  |                |          |  |                    | 41           |   |                    |     | (92   | ) |       |      | (35   | )     |             |  |       |   |  |         | (86   | ) |          |  |      |              |  |  |      |   |  |       | 60  |   |       |  | 53    |   |  |  | (26   | ) |  |  |    |   |  |  | 87    |  
|                   |      |                 |                    |  |                |          |  |                    | 13           |   |                    |     |      |   |       |      | 1     |       |             |  |       |   |  |         | 14    |   |          |  |      |              |  |  |      |   |  |       | 17  |   |       |  |      |   |  |  | 2     |   |  |  |    |   |  |  | 19    |  
|                   |      |                 |                    |  |                |          |  |                    | 4            |   |                    |     |      |   |       |      |      |       |             |  |       |   |  |         | 4     |   |          |  |      |              |  |  |      |   |  |       | 39  |   |       |  |      |   |  |  | 1     |   |  |  |    |   |  |  | 40    |  
|                   |      |                 |                    |  |                |          |  |                    |             |   |                    |     |      |   |       |      |      |       |             |  |       |   |  |         |      |   |          |  |      |              |  |  |      |   |  |       |    |   |       |  | 62    |   |  |  |      |   |  |  |    |   |  |  | 62    |  
|                   |      |                 |                    |  |                |          |  |                    |             |   |                    |     |      |   |       |      | (9    | )     |             |  |       |   |  |         | (9    | ) |          |  |      |              |  |  |      |   |  |       |    |   |       |  | (12   | ) |  |  | (302  | ) |  |  |    |   |  |  | (314  | )
|                   |      |                 |                    |  |                |          |  |                    | (49          | ) |                    |     | (8    | ) |       |      | (42   | )     |             |  |       |   |  |         | (99   | ) |          |  |      |              |  |  |      |   |  |       | (49 | ) |       |  | (3    | ) |  |  | (51   | ) |  |  |    |   |  |  | (103  | )
|                   |       |                
|                   | 1     |                 |                    |  |                |          |  |                    | 362          |   |                    |     |      |   |       |      | 356   |       |             |  |       |   |  |         | 719   |   |          |  | 1     |              |  |  |      |   |  |       | 353 |   |       |  | 100   |   |  |  | 441   |   |  |  |    |   |  |  | 895   |  
|                   |       |                
|                   | 1,079 |                 |                    |  | 1,671           |          |  |                    | 807          |   |                    |     | 1,717 |   |       |      | 1,031 |       |             |  | 521    |   |  |         | 6,826 |   |          |  | 1,153 |              |  |  | 1,711 |   |  |       | 789 |   |       |  | 1,672 |   |  |  | 1,052 |   |  |  | 530 |   |  |  | 6,907 |  
|                   |       |                
|                   |       |                
|                   |      |                 |                    |  | 31              |          |  |                    | 1            |   |                    |     | 116   |   |       |      |      |       |             |  | 69     |   |  |         | 217   |   |          |  |      |              |  |  | 36    |   |  |       |    |   |       |  | 11    |   |  |  |      |   |  |  | 71  |   |  |  | 118   |  
|                   |       |                

|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       |  |       |      |     |       |             |  |        |  |  |         |       |  |          |  |     |              |  |  |     |  |  |       |     |  |       |  |       |  |  |  |     |  |  |  |     |  |  |  |       | 
|------------------ | --- | --------------- | ------------------ |  | --------------- | -------- |  | ------------------ | ------------ |  | ------------------ | --- | ----- |  | ----- | ---- | --- | ----- | ----------- |  | ------ |  |  | ------- | ----- |  | -------- |  | --- | ------------ |  |  | --- |  |  | ----- | --- |  | ----- |  | ----- |  |  |  | --- |  |  |  | --- |  |  |  | ----- | 
|                   |     |                
|                   |     | million barrels |                    |  | million barrels |         
|                   |     |                
|                   |     |                 |                    | 
|                   |     |                
|2001               |     |                 | 2000               | 
|                   |     |                
|                   |     |                 |                    | 
|                   |     |                 |                    |  |                 |          |  |                    |              | 
|Eastern Hemisphere |     |                 | Western Hemisphere |  |                 |          |  | Eastern Hemisphere |              |  | Western Hemisphere |     |       | 
|                   |     |                 |                    |  |                 |          |  |                    |              | 
|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       | 
|                   |     | Asia            |                    |  | Middle East     |          |  |                    |              |  |                    |     |       |  |       | Asia |     |       | Middle East |  |        |  |  |         |       | 
|Europe             |     |                 | Africab            |  |                 | Pacificc |  |                    | Russia, CISd |  |                    | USA |       |  | Other |      |     | Total |             |  | Europe |  |  | Africab |       |  | Pacificc |  |     | Russia, CISd |  |  | USA |  |  | Other |     |  | Total | 
|                   |     |                
|                   |     |                 |                    | 
|                   | 872 |                 |                    |  | 740             |          |  |                    | 214          |  |                    |     | 1,151 |  |       |      | 351 |       |             |  | 229    |  |  |         | 3,557 |  |          |  | 916 |              |  |  | 711 |  |  |       | 251 |  |       |  | 1,297 |  |  |  | 340 |  |  |  | 242 |  |  |  | 3,757 | 
|                   | 785 |                 |                    |  | 724             |          |  |                    | 249          |  |                    |     | 1,122 |  |       |      | 429 |       |             |  | 223    |  |  |         | 3,532 |  |          |  | 872 |              |  |  | 740 |  |  |       | 214 |  |       |  | 1,151 |  |  |  | 351 |  |  |  | 229 |  |  |  | 3,557 | 
|                   | 1   |                 |                    |  |                |          |  |                    | 249          |  |                    |     | 37    |  |       |      | 364 |       |             |  |       |  |  |         | 651   |  |          |  | 1   |              |  |  |    |  |  |       | 212 |  |       |  |      |  |  |  | 638 |  |  |  |    |  |  |  | 851   | 
|                   | 1   |                 |                    |  |                |          |  |                    | 261          |  |                    |     |      |  |       |      | 330 |       |             |  |       |  |  |         | 592   |  |          |  | 1   |              |  |  |    |  |  |       | 249 |  |       |  | 37    |  |  |  | 364 |  |  |  |    |  |  |  | 651   | 
|                   |     |                
|million barrels    |     | million barrels
|                   |     |                
|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       |  |       |      |     |       |             |  | 600    |  |  |         | 600   |  |          |  |     |              |  |  |     |  |  |       |     |  |       |  |       |  |  |  |     |  |  |  | 600 |  |  |  | 600   | 
|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       |  |       |      |     |       |             |  |       |  |  |         |      |  |          |  |     |              |  |  |     |  |  |       |     |  |       |  |       |  |  |  |     |  |  |  |    |  |  |  |      | 
|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       |  |       |      |     |       |             |  |       |  |  |         |      |  |          |  |     |              |  |  |     |  |  |       |     |  |       |  |       |  |  |  |     |  |  |  |    |  |  |  |      | 
|                   |     |                
|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       |  |       |      |     |       |             |  | 600    |  |  |         | 600   |  |          |  |     |              |  |  |     |  |  |       |     |  |       |  |       |  |  |  |     |  |  |  | 600 |  |  |  | 600   | 
|                   |     |                
|                   |     |                
|                   |     |                 |                    |  |                 |          |  |                    |              |  |                    |     |       |  |       |      |     |       |             |  | 133    |  |  |         | 133   |  |          |  |     |              |  |  |     |  |  |       |     |  |       |  |       |  |  |  |     |  |  |  | 133 |  |  |  | 133   | 
|                   |     |                



Royal Dutch/Shell Group of
Companies      G57




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Natural gas (Restated)

Group companies estimated net proved
reserves of natural gas at the end of the year, their share of
the net proved reserves of associated companies at the end of
the year, and the changes in such reserves during the year are
set out below. The volumes set out below have not been adjusted
to standard heat content, which means that volumes of gas are
reported on an as-sold basis and are treated as
equivalent without regard to the quality of the gas (e.g., with
respect to the inert gas content thereof or the various
hydrocarbon components). The price used to calculate future
revenues and cash flows from proved gas reserves is that
realised at year-end based on as-sold volumes. As
such, the realised price reflects the quality of the gas, both
in terms of inert components which reduce gas quality and
hydrocarbon components with high molecular weights which enrich
the quality of the gas.


|                                                                    |  |                                       |        |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |       |   |  |  |        |  
|------------------------------------------------------------------- |  | ------------------------------------- | ------ | ---- | ------------------ |  | ----------- | -------- |  |  | ------------ | - |  | --- | ----- | - | ----- |  | ----- | ----- |  |  | ----- | - |  |  | ------ | -
|                                                                    |  |                                      
|Proved developed and undeveloped reservesa                          |  | thousand million standard cubic feetb |       
|                                                                   
|                                                                    | 
|                                                                    |  |                                      
|                                                                    |  | 2002                                  |       
|                                                                   
|                                                                    | 
|                                                                    |  |                                       |        |      |                    | 
|                                                                    |  | Eastern Hemisphere                    |        |      | Western Hemisphere |  |             |         
|                                                                    |  |                                       |        |      |                    | 
|                                                                    |  |                                       |        |      |                    |  |             |         
|                                                                    |  |                                       |        | Asia |                    |  | Middle East |          |  |  |              |   |  |    
|                                                                    |  | Europe                                |        |      | Africac            |  |             | Pacificd |  |  | Russia, CISe |   |  | USA |       |   | Other |  |       | Total | 
|                                                                   
|                                                                    | 
|Group companies                                                     |  |                                       |        |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |       |   |  |  |        |  
|At January 1 (restated)                                             |  |                                       | 22,527 |      |                    |  | 1,921       |          |  |  | 9,456        |   |  |     | 1,777 |   |       |  | 3,694 |       |  |  | 2,684 |   |  |  | 42,059 |  
|Revisions and reclassifications                                     |  |                                       | 3      |      |                    |  | 12          |          |  |  | 152          |   |  |     | (282  | ) |       |  | 162   |       |  |  | (110  | ) |  |  | (63    | )
|Improved recovery                                                   |  |                                       | 75     |      |                    |  |            |          |  |  | 150          |   |  |     |      |   |       |  | 20    |       |  |  |      |   |  |  | 245    |  
|Extensions and discoveries                                          |  |                                       | 29     |      |                    |  |            |          |  |  | 1            |   |  |     |      |   |       |  | 411   |       |  |  | 9     |   |  |  | 450    |  
|Purchases of minerals in place                                      |  |                                       | 748    |      |                    |  |            |          |  |  |             |   |  |     |      |   |       |  | 208   |       |  |  | 27    |   |  |  | 983    |  
|Sales of minerals in place                                          |  |                                       | (5     | )    |                    |  |            |          |  |  | (212         | ) |  |     |      |   |       |  | (10   | )     |  |  |      |   |  |  | (227   | )
|Production                                                          |  |                                       | (1,331 | )    |                    |  | (89         | )        |  |  | (553         | ) |  |     | (377  | ) |       |  | (611  | )     |  |  | (196  | ) |  |  | (3,157 | )
|                                                                   
|At December 31                                                      |  |                                       | 22,046 |      |                    |  | 1,844       |          |  |  | 8,994        |   |  |     | 1,118 |   |       |  | 3,874 |       |  |  | 2,414 |   |  |  | 40,290 |  
|                                                                   
|Group share of associated companies                                 |  |                                       |        |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |       |   |  |  |        |  
|At January 1 (restated)                                             |  |                                       | 48     |      |                    |  |            |          |  |  | 2,756        |   |  |     |      |   |       |  | 15    |       |  |  |      |   |  |  | 2,819  |  
|Revisions and reclassifications                                     |  |                                       | 1      |      |                    |  |            |          |  |  | 790          |   |  |     |      |   |       |  | 7     |       |  |  |      |   |  |  | 798    |  
|Improved recovery                                                   |  |                                       |       |      |                    |  |            |          |  |  | 8            |   |  |     |      |   |       |  |      |       |  |  |      |   |  |  | 8      |  
|Extensions and discoveries                                          |  |                                       | 3      |      |                    |  |            |          |  |  | 15           |   |  |     |      |   |       |  | 1     |       |  |  |      |   |  |  | 19     |  
|Purchases of minerals in place                                      |  |                                       |       |      |                    |  |            |          |  |  |             |   |  |     |      |   |       |  |      |       |  |  |      |   |  |  |       |  
|Sales of minerals in place                                          |  |                                       |       |      |                    |  |            |          |  |  |             |   |  |     |      |   |       |  |      |       |  |  |      |   |  |  |       |  
|Production                                                          |  |                                       | (8     | )    |                    |  |            |          |  |  | (222         | ) |  |     |      |   |       |  | (2    | )     |  |  |      |   |  |  | (232   | )
|                                                                   
|At December 31                                                      |  |                                       | 44     |      |                    |  |            |          |  |  | 3,347        |   |  |     |      |   |       |  | 21    |       |  |  |      |   |  |  | 3,412  |  
|                                                                   
|Total                                                               |  |                                       | 22,090 |      |                    |  | 1,844       |          |  |  | 12,341       |   |  |     | 1,118 |   |       |  | 3,895 |       |  |  | 2,414 |   |  |  | 43,702 |  
|                                                                   
|Minority Interests share of
    proved reserves of Group companies |  |                                       |        |      |                    |  |             |          |  |  |              |   |  |     |       |   |       |  |       |       |  |  |       |   |  |  |        |  
|                                                                   
|At December 31                                                      |  |                                       |       |      |                    |  |            |          |  |  | 66           |   |  |     | 59    |   |       |  |      |       |  |  | 403   |   |  |  | 528    |  
|                                                                   

|                                    |  |                                       |        |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |       |       |  |  |       |  |  |  |        | 
|----------------------------------- |  | ------------------------------------- | ------ | ---- | ------------------ |  | ----------- | -------- |  |  | ------------ |  |  | --- | ----- |  | ----- |  | ----- | ----- |  |  | ----- |  |  |  | ------ | 
|                                    |  |                                      
|Proved developed reserves           |  | thousand million standard cubic feetb |       
|                                   
|                                    | 
|                                    |  |                                      
|                                    |  | 2002                                  |       
|                                   
|                                    | 
|                                    |  |                                       |        |      |                    | 
|                                    |  | Eastern Hemisphere                    |        |      | Western Hemisphere |  |             |         
|                                    |  |                                       |        |      |                    | 
|                                    |  |                                       |        |      |                    |  |             |         
|                                    |  |                                       |        | Asia |                    |  | Middle East |          |  |  |              |  |  |    
|                                    |  | Europe                                |        |      | Africac            |  |             | Pacificd |  |  | Russia, CISe |  |  | USA |       |  | Other |  |       | Total | 
|                                   
|                                    | 
|Group companies                     |  |                                       |        |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |       |       |  |  |       |  |  |  |        | 
|At January 1 (restated)             |  |                                       | 12,322 |      |                    |  | 1,109       |          |  |  | 3,966        |  |  |     | 1,097 |  |       |  | 2,363 |       |  |  | 1,993 |  |  |  | 22,850 | 
|At December 31                      |  |                                       | 12,061 |      |                    |  | 1,181       |          |  |  | 3,775        |  |  |     | 574   |  |       |  | 2,316 |       |  |  | 1,455 |  |  |  | 21,362 | 
|Group share of associated companies |  |                                       |        |      |                    |  |             |          |  |  |              |  |  |     |       |  |       |  |       |       |  |  |       |  |  |  |        | 
|At January 1 (restated)             |  |                                       | 41     |      |                    |  |            |          |  |  | 1,741        |  |  |     |      |  |       |  | 11    |       |  |  |      |  |  |  | 1,793  | 
|At December 31                      |  |                                       | 38     |      |                    |  |            |          |  |  | 1,792        |  |  |     |      |  |       |  | 17    |       |  |  |      |  |  |  | 1,847  | 
|                                   



|  |                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------
|a | As applicable, amounts for the periods reported
    have been restated. A summary of the changes is shown in the
    table on page G55.
| 
|b | These quantities have not been adjusted to
    standard heat content.                                                                  
| 
|c | Excludes Egypt.                                                                                                                        
| 
|d | Excludes Sakhalin.                                                                                                                     
| 
|e | Middle East and Former Soviet Union /
    Commonwealth of Independent States. Includes Caspian region,
    Egypt and Sakhalin.         



G58 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---













|                   |        |                                       |                    |  |                                       |          |  |                    |              |   |                    |     |       |   |       |      |       |       |             |  |        |   |  |         |        |   |          |  |        |              |  |  |       |   |  |       |        |   |       |  |       |   |  |  |       |   |  |  |       |   |  |  |        |  
|------------------ | ------ | ------------------------------------- | ------------------ |  | ------------------------------------- | -------- |  | ------------------ | ------------ | - | ------------------ | --- | ----- | - | ----- | ---- | ----- | ----- | ----------- |  | ------ | - |  | ------- | ------ | - | -------- |  | ------ | ------------ |  |  | ----- | - |  | ----- | ------ | - | ----- |  | ----- | - |  |  | ----- | - |  |  | ----- | - |  |  | ------ | -
|                   |        |                                      
|                   |        | thousand million standard cubic feetb |                    |  | thousand million standard cubic feetb |         
|                   |        |                                      
|                   |        |                                       |                    | 
|                   |        |                                      
|2001               |        |                                       | 2000               | 
|                   |        |                                      
|                   |        |                                       |                    | 
|                   |        |                                       |                    |  |                                       |          |  |                    |              |  
|Eastern Hemisphere |        |                                       | Western Hemisphere |  |                                       |          |  | Eastern Hemisphere |              |   | Western Hemisphere |     |       |  
|                   |        |                                       |                    |  |                                       |          |  |                    |              |  
|                   |        |                                       |                    |  |                                       |          |  |                    |              |   |                    |     |       |  
|                   |        | Asia                                  |                    |  | Middle East                           |          |  |                    |              |   |                    |     |       |   |       | Asia |       |       | Middle East |  |        |   |  |         |        |  
|Europe             |        |                                       | Africac            |  |                                       | Pacificd |  |                    | Russia, CISe |   |                    | USA |       |   | Other |      |       | Total |             |  | Europe |   |  | Africac |        |   | Pacificd |  |        | Russia, CISe |  |  | USA   |   |  | Other |        |   | Total | 
|                   |        |                                      
|                   |        |                                       |                    | 
|                   | 22,722 |                                       |                    |  | 1,925                                 |          |  |                    | 8,339        |   |                    |     | 2,054 |   |       |      | 3,403 |       |             |  | 3,010  |   |  |         | 41,453 |   |          |  | 23,948 |              |  |  | 1,903 |   |  |       | 9,235  |   |       |  | 1,072 |   |  |  | 3,400 |   |  |  | 3,080 |   |  |  | 42,638 |  
|                   | 890    |                                       |                    |  | (45                                   | )        |  |                    | 260          |   |                    |     | (73   | ) |       |      | 141   |       |             |  | (257   | ) |  |         | 916    |   |          |  | 11     |              |  |  | 87    |   |  |       | (606   | ) |       |  | 1,196 |   |  |  | (39   | ) |  |  | 116   |   |  |  | 765    |  
|                   | 38     |                                       |                    |  |                                      |          |  |                    | 266          |   |                    |     |      |   |       |      |      |       |             |  |       |   |  |         | 304    |   |          |  | 105    |              |  |  |      |   |  |       | 201    |   |       |  | 14    |   |  |  |      |   |  |  |      |   |  |  | 320    |  
|                   | 214    |                                       |                    |  | 121                                   |          |  |                    | 8            |   |                    |     | 95    |   |       |      | 385   |       |             |  | 132    |   |  |         | 955    |   |          |  | 56     |              |  |  |      |   |  |       | 15     |   |       |  |      |   |  |  | 656   |   |  |  | 28    |   |  |  | 755    |  
|                   |       |                                       |                    |  |                                      |          |  |                    | 1,095        |   |                    |     |      |   |       |      | 355   |       |             |  | 9      |   |  |         | 1,459  |   |          |  |       |              |  |  |      |   |  |       | 5      |   |       |  |      |   |  |  | 50    |   |  |  |      |   |  |  | 55     |  
|                   |       |                                       |                    |  |                                      |          |  |                    |             |   |                    |     |      |   |       |      | (9    | )     |             |  | (8     | ) |  |         | (17    | ) |          |  | (117   | )            |  |  |      |   |  |       | (139   | ) |       |  |      |   |  |  | (78   | ) |  |  | (27   | ) |  |  | (361   | )
|                   | (1,337 | )                                     |                    |  | (80                                   | )        |  |                    | (512         | ) |                    |     | (299  | ) |       |      | (581  | )     |             |  | (202   | ) |  |         | (3,011 | ) |          |  | (1,281 | )            |  |  | (65   | ) |  |       | (372   | ) |       |  | (228  | ) |  |  | (586  | ) |  |  | (187  | ) |  |  | (2,719 | )
|                   |        |                                      
|                   | 22,527 |                                       |                    |  | 1,921                                 |          |  |                    | 9,456        |   |                    |     | 1,777 |   |       |      | 3,694 |       |             |  | 2,684  |   |  |         | 42,059 |   |          |  | 22,722 |              |  |  | 1,925 |   |  |       | 8,339  |   |       |  | 2,054 |   |  |  | 3,403 |   |  |  | 3,010 |   |  |  | 41,453 |  
|                   |        |                                      
|                   | 56     |                                       |                    |  |                                      |          |  |                    | 3,090        |   |                    |     |      |   |       |      | 86    |       |             |  |       |   |  |         | 3,232  |   |          |  | 52     |              |  |  |      |   |  |       | 2,648  |   |       |  |      |   |  |  | 595   |   |  |  |      |   |  |  | 3,295  |  
|                   | (4     | )                                     |                    |  |                                      |          |  |                    | 57           |   |                    |     |      |   |       |      | (29   | )     |             |  |       |   |  |         | 24     |   |          |  | 6      |              |  |  |      |   |  |       | 536    |   |       |  |      |   |  |  | (209  | ) |  |  |      |   |  |  | 333    |  
|                   |       |                                       |                    |  |                                      |          |  |                    | 17           |   |                    |     |      |   |       |      |      |       |             |  |       |   |  |         | 17     |   |          |  |       |              |  |  |      |   |  |       |       |   |       |  |      |   |  |  | 2     |   |  |  |      |   |  |  | 2      |  
|                   | 3      |                                       |                    |  |                                      |          |  |                    | 2            |   |                    |     |      |   |       |      |      |       |             |  |       |   |  |         | 5      |   |          |  | 4      |              |  |  |      |   |  |       | 147    |   |       |  |      |   |  |  | 5     |   |  |  |      |   |  |  | 156    |  
|                   |       |                                       |                    |  |                                      |          |  |                    |             |   |                    |     |      |   |       |      |      |       |             |  |       |   |  |         |       |   |          |  |       |              |  |  |      |   |  |       |       |   |       |  |      |   |  |  |      |   |  |  |      |   |  |  |       |  
|                   |       |                                       |                    |  |                                      |          |  |                    | (181         | ) |                    |     |      |   |       |      | (40   | )     |             |  |       |   |  |         | (221   | ) |          |  |       |              |  |  |      |   |  |       | (19    | ) |       |  |      |   |  |  | (292  | ) |  |  |      |   |  |  | (311   | )
|                   | (7     | )                                     |                    |  |                                      |          |  |                    | (229         | ) |                    |     |      |   |       |      | (2    | )     |             |  |       |   |  |         | (238   | ) |          |  | (6     | )            |  |  |      |   |  |       | (222   | ) |       |  |      |   |  |  | (15   | ) |  |  |      |   |  |  | (243   | )
|                   |        |                                      
|                   | 48     |                                       |                    |  |                                      |          |  |                    | 2,756        |   |                    |     |      |   |       |      | 15    |       |             |  |       |   |  |         | 2,819  |   |          |  | 56     |              |  |  |      |   |  |       | 3,090  |   |       |  |      |   |  |  | 86    |   |  |  |      |   |  |  | 3,232  |  
|                   |        |                                      
|                   | 22,575 |                                       |                    |  | 1,921                                 |          |  |                    | 12,212       |   |                    |     | 1,777 |   |       |      | 3,709 |       |             |  | 2,684  |   |  |         | 44,878 |   |          |  | 22,778 |              |  |  | 1,925 |   |  |       | 11,429 |   |       |  | 2,054 |   |  |  | 3,489 |   |  |  | 3,010 |   |  |  | 44,685 |  
|                   |        |                                      
|                   |        |                                      
|                   |       |                                       |                    |  |                                      |          |  |                    | 83           |   |                    |     | 153   |   |       |      |      |       |             |  | 458    |   |  |         | 694    |   |          |  |       |              |  |  |      |   |  |       |       |   |       |  | 177   |   |  |  |      |   |  |  | 549   |   |  |  | 726    |  
|                   |        |                                      

|                   |        |                                       |                    |  |                                       |          |  |                    |              |  |                    |     |       |  |       |      |       |       |             |  |        |  |  |         |        |  |          |  |        |              |  |  |       |  |  |       |       |  |       |  |       |  |  |  |       |  |  |  |       |  |  |  |        | 
|------------------ | ------ | ------------------------------------- | ------------------ |  | ------------------------------------- | -------- |  | ------------------ | ------------ |  | ------------------ | --- | ----- |  | ----- | ---- | ----- | ----- | ----------- |  | ------ |  |  | ------- | ------ |  | -------- |  | ------ | ------------ |  |  | ----- |  |  | ----- | ----- |  | ----- |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ------ | 
|                   |        |                                      
|                   |        | thousand million standard cubic feetb |                    |  | thousand million standard cubic feetb |         
|                   |        |                                      
|                   |        |                                       |                    | 
|                   |        |                                      
|2001               |        |                                       | 2000               | 
|                   |        |                                      
|                   |        |                                       |                    | 
|                   |        |                                       |                    |  |                                       |          |  |                    |              | 
|Eastern Hemisphere |        |                                       | Western Hemisphere |  |                                       |          |  | Eastern Hemisphere |              |  | Western Hemisphere |     |       | 
|                   |        |                                       |                    |  |                                       |          |  |                    |              | 
|                   |        |                                       |                    |  |                                       |          |  |                    |              |  |                    |     |       | 
|                   |        | Asia                                  |                    |  | Middle East                           |          |  |                    |              |  |                    |     |       |  |       | Asia |       |       | Middle East |  |        |  |  |         |        | 
|Europe             |        |                                       | Africac            |  |                                       | Pacificd |  |                    | Russia, CISe |  |                    | USA |       |  | Other |      |       | Total |             |  | Europe |  |  | Africac |        |  | Pacificd |  |        | Russia, CISe |  |  | USA   |  |  | Other |       |  | Total | 
|                   |        |                                      
|                   |        |                                       |                    | 
|                   | 12,979 |                                       |                    |  | 1,109                                 |          |  |                    | 2,898        |  |                    |     | 1,382 |  |       |      | 2,347 |       |             |  | 2,175  |  |  |         | 22,890 |  |          |  | 13,650 |              |  |  | 802   |  |  |       | 2,724 |  |       |  | 569   |  |  |  | 2,714 |  |  |  | 2,362 |  |  |  | 22,821 | 
|                   | 12,322 |                                       |                    |  | 1,109                                 |          |  |                    | 3,966        |  |                    |     | 1,097 |  |       |      | 2,363 |       |             |  | 1,993  |  |  |         | 22,850 |  |          |  | 12,979 |              |  |  | 1,109 |  |  |       | 2,898 |  |       |  | 1,382 |  |  |  | 2,347 |  |  |  | 2,175 |  |  |  | 22,890 | 
|                   | 53     |                                       |                    |  |                                      |          |  |                    | 1,721        |  |                    |     |      |  |       |      | 66    |       |             |  |       |  |  |         | 1,840  |  |          |  | 51     |              |  |  |      |  |  |       | 1,714 |  |       |  |      |  |  |  | 453   |  |  |  |      |  |  |  | 2,218  | 
|                   | 41     |                                       |                    |  |                                      |          |  |                    | 1,741        |  |                    |     |      |  |       |      | 11    |       |             |  |       |  |  |         | 1,793  |  |          |  | 53     |              |  |  |      |  |  |       | 1,721 |  |       |  |      |  |  |  | 66    |  |  |  |      |  |  |  | 1,840  | 
|                   |        |                                      



Royal Dutch/Shell Group of
Companies      G59




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##### Table of Contents





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20-F/A (Amendment No. 1) 2002




---



Standardised measure of discounted future cash
flows (Restated)

United States accounting principles require the
disclosure of a standardised measure of discounted future cash
flows, relating to proved oil and gas reserve quantities and
based on pricesb and costs at the end of each year,
currently enacted tax rates and a 10% annual discount factor.
The information so calculated does not provide a reliable
measure of future cash flows from proved reserves, nor does it
permit a realistic comparison to be made of one entity with
another because the assumptions used cannot reflect the varying
circumstances within each entity. In addition a substantial but
unknown proportion of future real cash flows from oil and gas
production activities is expected to derive from reserves which
have already been discovered, but which cannot yet be regarded
as proved.


The standardised measure for the Middle East,
Russia, CIS geographical grouping includes a negative
contribution of US$2,238 million from the Groups Sakhalin
properties (Russia). This also accounts for the negative
contribution of minority interests to the standardised measure
for that geographical grouping and for Group Companies as a
whole. The standardised measure for Sakhalin is negative due to
the inclusion of the full committed costs of development and
operation for the asset under the integrated Production Sharing
Agreement. Meanwhile, revenues are registered only in relation
to the currently estimated proved reserves. Proved gas reserves
are constrained to those volumes that are related to firm sales
commitments. Consequently the currently stated proved reserves
are only a small fraction of the volume that is expected to be
committed to sales over time and upon which the decision to
proceed with development was based.

|                                                         |  |                    |         |  |                    |      |        |          |              |  |              |  |  |           |        |  |       |  |        |       |  |  |        |  |  |  |         | 
|-------------------------------------------------------- |  | ------------------ | ------- |  | ------------------ | ---- | ------ | -------- | ------------ |  | ------------ |  |  | --------- | ------ |  | ----- |  | ------ | ----- |  |  | ------ |  |  |  | ------- | 
|                                                         |  |                    |         |  |                    |      |        |          |              |  |              |  |  | $ million |       
|                                                        
|                                                         | 
|                                                         |  |                   
|                                                         |  | 2002               |        
|                                                        
|                                                         | 
|                                                         |  |                    |         |  |                    |     
|                                                         |  | Eastern Hemisphere |         |  | Western Hemisphere |      |        |         
|                                                         |  |                    |         |  |                    |     
|                                                         |  |                    |         |  |                    |      |        |         
|                                                         |  |                    |         |  |                    | Asia |        |          | Middle East, |  |              |  |  |           |        | 
|                                                         |  | Europe             |         |  | Africac            |      |        | Pacificd |              |  | Russia, CISe |  |  | USA       |        |  | Other |  |        | Total | 
|                                                        
|                                                         | 
|Group companiesa                                         |  |                    |         |  |                    |      |        |          |              |  |              |  |  |           |        |  |       |  |        |       |  |  |        |  |  |  |         | 
|Future cash inflows                                      |  |                    | 103,061 |  |                    |      | 46,571 |          |              |  | 25,791       |  |  |           | 37,606 |  |       |  | 32,702 |       |  |  | 18,854 |  |  |  | 264,585 | 
|Future production costs                                  |  |                    | 19,388  |  |                    |      | 6,523  |          |              |  | 3,946        |  |  |           | 5,286  |  |       |  | 4,858  |       |  |  | 4,117  |  |  |  | 44,118  | 
|Future development costs                                 |  |                    | 4,783   |  |                    |      | 6,776  |          |              |  | 2,518        |  |  |           | 2,887  |  |       |  | 3,201  |       |  |  | 1,628  |  |  |  | 21,793  | 
|Future tax expenses                                      |  |                    | 33,827  |  |                    |      | 20,395 |          |              |  | 5,330        |  |  |           | 18,389 |  |       |  | 9,158  |       |  |  | 3,870  |  |  |  | 90,969  | 
|                                                        
|Future net cashflows                                     |  |                    | 45,063  |  |                    |      | 12,877 |          |              |  | 13,997       |  |  |           | 11,044 |  |       |  | 15,485 |       |  |  | 9,239  |  |  |  | 107,705 | 
|Effect of discounting                                    |  |                    | 20,734  |  |                    |      | 5,535  |          |              |  | 7,039        |  |  |           | 4,165  |  |       |  | 5,479  |       |  |  | 4,391  |  |  |  | 47,343  | 
|                                                        
|Standardised measure of discounted future cash
    flows |  |                    | 24,329  |  |                    |      | 7,342  |          |              |  | 6,958        |  |  |           | 6,879  |  |       |  | 10,006 |       |  |  | 4,848  |  |  |  | 60,362  | 
|                                                        
|Group share of associated companies                      |  |                    |         |  |                    |      |        |          |              |  |              |  |  |           |        |  |       |  |        |       |  |  |        |  |  |  | 5,762   | 
|                                                        
|Minority interests                                       |  |                    |        |  |                    |      | 136    |          |              |  | 26           |  |  |           | 753    |  |       |  |       |       |  |  | 466    |  |  |  | 1,381   | 
|                                                        

|                                                                |  |           |         |   |      |  |         |      |  |  |         |  
|--------------------------------------------------------------- |  | --------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                                                |  |          
|Change in standardised measure of discounted future cash flowsa |  | $ million |        
|                                                               
|                                                                | 
|                                                                |  | 2002      |         |   | 2001 |  |         | 2000 | 
|                                                               
|                                                                | 
|At January 1 (Restated)                                         |  |           | 40,414  |   |      |  | 56,958  |      |  |  | 48,986  |  
|Net changes in prices and production costs                      |  |           | 36,717  |   |      |  | (28,132 | )    |  |  | 17,981  |  
|Extensions, discoveries and improved recovery                   |  |           | 5,356   |   |      |  | 3,280   |      |  |  | 5,069   |  
|Purchases/(sales) of minerals in place                          |  |           | 8,284   |   |      |  | 1,932   |      |  |  | (711    | )
|Revisions of previous reserve estimates                         |  |           | 419     |   |      |  | 2,984   |      |  |  | 2,848   |  
|Development cost related to future production                   |  |           | (5,931  | ) |      |  | (4,713  | )    |  |  | (2,087  | )
|Sales and transfer of oil and gas, net of
    production costs  |  |           | (20,387 | ) |      |  | (20,173 | )    |  |  | (21,225 | )
|Development cost incurred during the year                       |  |           | 6,673   |   |      |  | 5,287   |      |  |  | 3,213   |  
|Accretion of discount                                           |  |           | 6,406   |   |      |  | 8,927   |      |  |  | 7,762   |  
|Net change in income tax                                        |  |           | (17,589 | ) |      |  | 14,064  |      |  |  | (4,878  | )
|                                                               
|At December 31                                                  |  |           | 60,362  |   |      |  | 40,414  |      |  |  | 56,958  |  
|                                                               



|  |                                                                                                                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a | As applicable amounts for the periods reported
    have been restated. A summary of the changes is shown in the
    table on page G55.                                                                                                                                                 
| 
|b | The weighted average year-end oil price in 2002
    was $24.74/bbl ($16.58/bbl and $20.43/bbl in 2001 and 2000
    respectively) and the weighted average year-end gas price in
    2002 was $3.67 per million Btu ($2.96 and $3.98 per million Btu
    in 2001 and 2000 respectively).



|  |                
|- | ---------------
|c | Excludes Egypt.



|  |                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------
|d | Excludes Sakhalin.                                                                                                            
| 
|e | Middle East and Former Soviet Union /
    Commonwealth of Independent States. Includes Caspian region,
    Egypt and Sakhalin.



G60 Royal
Dutch/ Shell Group of Companies




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|                   |        |           |                    |      |           |          |             |                    |              |  |                    |     |        |  |       |  |        |       |  |  |             |  |  |         |         |  |          |  |        |              |  |  |        |  |  |       |        |  |       |  |        |  |  |  |        |  |  |  |        |  |  |  |         | 
|------------------ | ------ | --------- | ------------------ | ---- | --------- | -------- | ----------- | ------------------ | ------------ |  | ------------------ | --- | ------ |  | ----- |  | ------ | ----- |  |  | ----------- |  |  | ------- | ------- |  | -------- |  | ------ | ------------ |  |  | ------ |  |  | ----- | ------ |  | ----- |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  |  | ------- | 
|                   |        |          
|                   |        | $ million |                    |      | $ million |         
|                   |        |          
|                   |        |           |                    |     
|                   |        |          
|2001               |        |           | 2000               |     
|                   |        |          
|                   |        |           |                    |     
|                   |        |           |                    |      |           |          |             |                    |              | 
|Eastern Hemisphere |        |           | Western Hemisphere |      |           |          |             | Eastern Hemisphere |              |  | Western Hemisphere |     |        | 
|                   |        |           |                    |      |           |          |             |                    |              | 
|                   |        |           |                    |      |           |          |             |                    |              |  |                    |     |        | 
|                   |        |           |                    | Asia |           |          | Middle East |                    |              |  |                    |     |        |  |       |  |        | Asia  |  |  | Middle East |  |  |         |         |  |          | 
|Europe             |        |           | Africab            |      |           | Pacificc |             |                    | Russia, CISd |  |                    | USA |        |  | Other |  |        | Total |  |  | Europe      |  |  | Africab |         |  | Pacificc |  |        | Russia, CISd |  |  | USA    |  |  | Other |        |  | Total | 
|                   |        |          
|                   |        |           |                    |     
|                   | 76,299 |           |                    |      | 26,986    |          |             |                    | 22,577       |  |                    |     | 34,375 |  |       |  | 18,982 |       |  |  | 11,796      |  |  |         | 191,015 |  |          |  | 89,290 |              |  |  | 33,583 |  |  |       | 23,613 |  |       |  | 32,395 |  |  |  | 37,434 |  |  |  | 22,652 |  |  |  | 238,967 | 
|                   | 14,059 |           |                    |      | 5,087     |          |             |                    | 4,737        |  |                    |     | 5,143  |  |       |  | 4,021  |       |  |  | 3,990       |  |  |         | 37,037  |  |          |  | 15,655 |              |  |  | 4,970  |  |  |       | 4,681  |  |       |  | 2,784  |  |  |  | 3,090  |  |  |  | 4,342  |  |  |  | 35,522  | 
|                   | 3,466  |           |                    |      | 6,155     |          |             |                    | 2,884        |  |                    |     | 4,017  |  |       |  | 2,352  |       |  |  | 1,385       |  |  |         | 20,259  |  |          |  | 2,233  |              |  |  | 6,885  |  |  |       | 2,771  |  |       |  | 3,821  |  |  |  | 2,320  |  |  |  | 1,430  |  |  |  | 19,460  | 
|                   | 26,002 |           |                    |      | 8,644     |          |             |                    | 4,293        |  |                    |     | 15,651 |  |       |  | 4,543  |       |  |  | 1,648       |  |  |         | 60,781  |  |          |  | 31,139 |              |  |  | 13,452 |  |  |       | 5,106  |  |       |  | 16,250 |  |  |  | 12,020 |  |  |  | 6,324  |  |  |  | 84,291  | 
|                   |        |          
|                   | 32,772 |           |                    |      | 7,100     |          |             |                    | 10,663       |  |                    |     | 9,564  |  |       |  | 8,066  |       |  |  | 4,773       |  |  |         | 72,938  |  |          |  | 40,263 |              |  |  | 8,276  |  |  |       | 11,055 |  |       |  | 9,540  |  |  |  | 20,004 |  |  |  | 10,556 |  |  |  | 99,694  | 
|                   | 16,027 |           |                    |      | 3,309     |          |             |                    | 5,130        |  |                    |     | 3,484  |  |       |  | 2,648  |       |  |  | 1,926       |  |  |         | 32,524  |  |          |  | 18,545 |              |  |  | 4,160  |  |  |       | 5,503  |  |       |  | 3,269  |  |  |  | 6,828  |  |  |  | 4,431  |  |  |  | 42,736  | 
|                   |        |          
|                   | 16,745 |           |                    |      | 3,791     |          |             |                    | 5,533        |  |                    |     | 6,080  |  |       |  | 5,418  |       |  |  | 2,847       |  |  |         | 40,414  |  |          |  | 21,718 |              |  |  | 4,116  |  |  |       | 5,552  |  |       |  | 6,271  |  |  |  | 13,176 |  |  |  | 6,125  |  |  |  | 56,958  | 
|                   |        |          
|                   |        |           |                    |      |           |          |             |                    |              |  |                    |     |        |  |       |  |        |       |  |  |             |  |  |         | 2,883   |  |          |  |        |              |  |  |        |  |  |       |        |  |       |  |        |  |  |  |        |  |  |  |        |  |  |  | 4,967   | 
|                   |        |          
|                   |       |           |                    |      | 94        |          |             |                    | 15           |  |                    |     | 557    |  |       |  |       |       |  |  | 307         |  |  |         | 973     |  |          |  |       |              |  |  | 164    |  |  |       |       |  |       |  | 196    |  |  |  |       |  |  |  | 895    |  |  |  | 1,255   | 
|                   |        |          



Royal Dutch/Shell Group of
Companies      G61




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20-F/A (Amendment No. 1) 2002




---





---



Supplementary information 
Derivatives and other Financial Instruments and Derivative
Commodity Instruments




---



The following information is provided in
accordance with the Securities and Exchange Commission rules
issued in 1997.

The contract/notional amounts of the derivative
instruments outstanding give an indication of the extent of the
use of these instruments but not of the exposure to credit or
market risk. Variable interest rates stated are spot rates
applying as at December 31. Amounts denominated in
non-dollar currencies have been translated using spot exchange
rates at December 31. Associated companies data are
excluded.


Debt securities held for trading
purposes

There were no debt securities held for trading
purposes by Group companies at December 31, 2002.


The following table gives details of debt
securities held for trading purposes by Group companies at
December 31, 2001 at estimated fair value, by year of
maturity.


|                                        |                       |           |       |      | 
|--------------------------------------- | --------------------- | --------- | ----- | ---- | 
|2001 (all securities mature in 2002)    |                       | $ million |      
|                                       
|                                        |                      
|                                        |                       | Total     |      
|                                       
|                                        |                      
|Fixed rate US dollar debt securities    |                       |           | 1,320 |     
|                                        | average interest rate |           |       | 2.1% | 
|Variable rate US dollar debt securities |                       |           | 25    |     
|                                        | average interest rate |           |       | 3.6% | 
|Fixed rate euro debt securities         |                       |           | 681   |     
|                                        | average interest rate |           |       | 3.4% | 
|Variable rate euro debt securities      |                       |           | 6     |     
|                                        | average interest rate |           |       | 4.7% | 
|Fixed rate Japanese yen debt securities |                       |           | 95    |     
|                                        | average interest rate |           |       | 0.1% | 
|Fixed rate UK pound debt securities     |                       |           | 50    |     
|                                        | average interest rate |           |       | 4.0% | 
|                                       
|Total                                   |                       |           | 2,177 |     
|                                       



G62 Royal
Dutch/ Shell Group of Companies




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20-F/A (Amendment No. 1) 2002




---



Debt securities held for purposes other than
trading

The following two tables give details of debt
securities held for purposes other than trading by Group
companies at December 31, 2002 and 2001 respectively, at
estimated fair value, by year of maturity.


|                                           |                       |      |    |       |      |  |    |      |  |  |      |      |  |           |    |      |           |  |     |       |  |  |     |      |  |  |     |  | 
|------------------------------------------ | --------------------- | ---- | -- | ----- | ---- |  | -- | ---- |  |  | ---- | ---- |  | --------- | -- | ---- | --------- |  | --- | ----- |  |  | --- | ---- |  |  | --- |  | 
|2002                                       |                       |      |    |       |      |  |    |      |  |  |      |      |  | $ million |   
|                                          
|                                           |                      
|                                           |                       | 2008 |    |       |     
|                                           |                       | 2003 |    |       | 2004 |  |    | 2005 |  |  | 2006 |      |  | 2007      |    |      | and after |  |     | Total | 
|                                          
|                                           |                      
|Fixed rate US dollar debt securities       |                       |      | 4  |       |      |  | 41 |      |  |  | 62   |      |  |           | 8  |      |           |  | 100 |       |  |  | 108 |      |  |  | 323 | 
|                                           | average interest rate |      |    | 0.9%  |      |  |    | 7.6% |  |  |      | 5.7% |  |           |    | 7.0% |           |  |     | 7.2%  |  |  |     | 6.7% |  |  |     |  | 
|Variable rate US dollar debt securities    |                       |      | 9  |       |      |  |   |      |  |  |     |      |  |           |   |      |           |  |    |       |  |  |    |      |  |  | 9   | 
|                                           | average interest rate |      |    | 1.4%  |      |  |    |     |  |  |      |     |  |           |    |     |           |  |     |      |  |  |     |     |  |  |     |  | 
|Fixed rate euro debt securities            |                       |      |   |       |      |  | 21 |      |  |  |     |      |  |           | 66 |      |           |  | 38  |       |  |  | 166 |      |  |  | 291 | 
|                                           | average interest rate |      |    |      |      |  |    | 5.8% |  |  |      |     |  |           |    | 6.5% |           |  |     | 5.3%  |  |  |     | 5.5% |  |  |     |  | 
|Fixed rate UK pound debt securities        |                       |      |   |       |      |  |   |      |  |  | 16   |      |  |           |   |      |           |  | 4   |       |  |  | 18  |      |  |  | 38  | 
|                                           | average interest rate |      |    |      |      |  |    |     |  |  |      | 8.5% |  |           |    |     |           |  |     | 8.0%  |  |  |     | 6.3% |  |  |     |  | 
|Fixed rate Canadian dollar debt securities |                       |      | 15 |       |      |  | 4  |      |  |  |     |      |  |           |   |      |           |  |    |       |  |  | 15  |      |  |  | 34  | 
|                                           | average interest rate |      |    | 6.5%  |      |  |    | 9.0% |  |  |      |     |  |           |    |     |           |  |     |      |  |  |     | 9.6% |  |  |     |  | 
|Fixed rate Swedish krone debt securities   |                       |      |   |       |      |  | 2  |      |  |  |     |      |  |           |   |      |           |  |    |       |  |  | 5   |      |  |  | 7   | 
|                                           | average interest rate |      |    |      |      |  |    | 5.0% |  |  |      |     |  |           |    |     |           |  |     |      |  |  |     | 6.8% |  |  |     |  | 
|Other fixed rate debt securities           |                       |      | 4  |       |      |  |   |      |  |  |     |      |  |           |   |      |           |  |    |       |  |  |    |      |  |  | 4   | 
|                                           | average interest rate |      |    | 37.1% |      |  |    |     |  |  |      |     |  |           |    |     |           |  |     |      |  |  |     |     |  |  |     |  | 
|Other variable rate debt securities        |                       |      | 28 |       |      |  |   |      |  |  |     |      |  |           |   |      |           |  |    |       |  |  |    |      |  |  | 28  | 
|                                           | average interest rate |      |    | 9.6%  |      |  |    |     |  |  |      |     |  |           |    |     |           |  |     |      |  |  |     |     |  |  |     |  | 
|                                          
|Total                                      |                       |      | 60 |       |      |  | 68 |      |  |  | 78   |      |  |           | 74 |      |           |  | 142 |       |  |  | 312 |      |  |  | 734 | 
|                                          

|                                           |                       |      |    |       |      |  |    |      |  |  |      |      |  |           |    |      |           |  |    |       |  |  |     |      |  |  |     |  | 
|------------------------------------------ | --------------------- | ---- | -- | ----- | ---- |  | -- | ---- |  |  | ---- | ---- |  | --------- | -- | ---- | --------- |  | -- | ----- |  |  | --- | ---- |  |  | --- |  | 
|2001                                       |                       |      |    |       |      |  |    |      |  |  |      |      |  | $ million |   
|                                          
|                                           |                      
|                                           |                       | 2007 |    |       |     
|                                           |                       | 2002 |    |       | 2003 |  |    | 2004 |  |  | 2005 |      |  | 2006      |    |      | and after |  |    | Total | 
|                                          
|                                           |                      
|Fixed rate US dollar debt securities       |                       |      | 25 |       |      |  | 32 |      |  |  | 32   |      |  |           | 25 |      |           |  | 23 |       |  |  | 173 |      |  |  | 310 | 
|                                           | average interest rate |      |    | 7.2%  |      |  |    | 5.0% |  |  |      | 5.0% |  |           |    | 7.2% |           |  |    | 6.3%  |  |  |     | 6.3% |  |  |     |  | 
|Fixed rate euro debt securities            |                       |      |   |       |      |  | 29 |      |  |  | 25   |      |  |           |   |      |           |  | 37 |       |  |  | 146 |      |  |  | 237 | 
|                                           | average interest rate |      |    |      |      |  |    | 6.3% |  |  |      | 6.3% |  |           |    |     |           |  |    | 5.7%  |  |  |     | 5.4% |  |  |     |  | 
|Fixed rate UK pound debt securities        |                       |      | 7  |       |      |  |   |      |  |  |     |      |  |           | 7  |      |           |  |   |       |  |  | 18  |      |  |  | 32  | 
|                                           | average interest rate |      |    | 6.9%  |      |  |    |     |  |  |      |     |  |           |    | 7.6% |           |  |    |      |  |  |     | 6.2% |  |  |     |  | 
|Fixed rate Canadian dollar debt securities |                       |      |   |       |      |  |   |      |  |  | 10   |      |  |           |   |      |           |  |   |       |  |  | 8   |      |  |  | 18  | 
|                                           | average interest rate |      |    |      |      |  |    |     |  |  |      | 8.0% |  |           |    |     |           |  |    |      |  |  |     | 6.9% |  |  |     |  | 
|Other fixed rate debt securities           |                       |      | 6  |       |      |  |   |      |  |  | 3    |      |  |           |   |      |           |  | 5  |       |  |  | 4   |      |  |  | 18  | 
|                                           | average interest rate |      |    | 8.3%  |      |  |    |     |  |  |      | 4.9% |  |           |    |     |           |  |    | 7.2%  |  |  |     | 5.8% |  |  |     |  | 
|Variable rate debt securities              |                       |      | 31 |       |      |  |   |      |  |  |     |      |  |           |   |      |           |  |   |       |  |  |    |      |  |  | 31  | 
|                                           | average interest rate |      |    | 10.6% |      |  |    |     |  |  |      |     |  |           |    |     |           |  |    |      |  |  |     |     |  |  |     |  | 
|                                          
|Total                                      |                       |      | 69 |       |      |  | 61 |      |  |  | 70   |      |  |           | 32 |      |           |  | 65 |       |  |  | 349 |      |  |  | 646 | 
|                                          

Equity securities held for purposes other than
trading

At December 31, 2002, Group companies held
equity securities for purposes other than trading amounting to
$3,827 million (2001: $3,277 million). These
principally comprised shares of Royal Dutch and Shell Transport,
amounting to $2,797 million (2001: $1,953 million),
that are held in connection with share option plans and other
incentives compensation plans and a portfolio amounting to
$477 million required to be held long-term by the Group
insurance companies as security for their insurance activities.
The portfolio tracks the Morgan Stanley World Index and
therefore is spread over 20 of the major stock markets according
to respective market capitalisation, including 56% in the USA,
9% in Japan, 11% in the UK, 4% in France, 3% in Switzerland and
2% in Germany.




Royal Dutch/Shell Group of
Companies      G63




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Debt

The following two tables give details of debt
owed by Group companies at December 31, 2002 and 2001
respectively, by year of maturity. Estimated fair value
approximates carrying amount.


|                             |                       |      |        |      |      |  |       |      |  |  |      |           |  |      |           |      |      |  |       |       |  |  |     |      |  |  |        |  | 
|---------------------------- | --------------------- | ---- | ------ | ---- | ---- |  | ----- | ---- |  |  | ---- | --------- |  | ---- | --------- | ---- | ---- |  | ----- | ----- |  |  | --- | ---- |  |  | ------ |  | 
|2002                         |                       |      |        |      |      |  |       |      |  |  |      |           |  |      | $ million |     
|                            
|                             |                      
|                             |                       | 2003 |        |      | 2004 |  |       | 2005 |  |  | 2006 |           |  | 2007 |           |      | 2008 |  |       | Total | 
|                             |                       |      |        |      |      |  |       |      |  |  |      | and after |  |      |          
|                            
|                             |                      
|Fixed rate US dollar debt    |                       |      | 7,428  |      |      |  | 2     |      |  |  | 827  |           |  |      | 612       |      |      |  | 1,237 |       |  |  | 256 |      |  |  | 10,362 | 
|                             | average interest rate |      |        | 2.0% |      |  |       | 4.5% |  |  |      | 4.6%      |  |      |           | 3.1% |      |  |       | 4.7%  |  |  |     | 9.4% |  |  |        |  | 
|Variable rate US dollar debt |                       |      | 2,405  |      |      |  | 85    |      |  |  | 24   |           |  |      | 25        |      |      |  | 107   |       |  |  | 429 |      |  |  | 3,075  | 
|                             | average interest rate |      |        | 2.7% |      |  |       | 1.5% |  |  |      | 2.3%      |  |      |           | 2.4% |      |  |       | 2.4%  |  |  |     | 4.9% |  |  |        |  | 
|Fixed rate European debt     |                       |      | 1,047  |      |      |  |      |      |  |  |     |           |  |      | 603       |      |      |  | 785   |       |  |  | 9   |      |  |  | 2,444  | 
|                             | average interest rate |      |        | 3.9% |      |  |       |     |  |  |      |          |  |      |           | 4.3% |      |  |       | 3.5%  |  |  |     | 4.1% |  |  |        |  | 
|Variable rate European debt  |                       |      | 701    |      |      |  | 839   |      |  |  | 9    |           |  |      |          |      |      |  |      |       |  |  |    |      |  |  | 1,549  | 
|                             | average interest rate |      |        | 3.9% |      |  |       | 3.2% |  |  |      | 3.8%      |  |      |           |     |      |  |       |      |  |  |     |     |  |  |        |  | 
|Other fixed rate debt        |                       |      | 157    |      |      |  | 69    |      |  |  | 38   |           |  |      |          |      |      |  |      |       |  |  | 55  |      |  |  | 319    | 
|                             | average interest rate |      |        | 7.9% |      |  |       | 1.6% |  |  |      | 8.9%      |  |      |           |     |      |  |       |      |  |  |     | 6.3% |  |  |        |  | 
|Other variable rate debt     |                       |      | 1,071  |      |      |  | 195   |      |  |  | 28   |           |  |      | 28        |      |      |  | 24    |       |  |  | 31  |      |  |  | 1,377  | 
|                             | average interest rate |      |        | 4.8% |      |  |       | 2.5% |  |  |      | 4.6%      |  |      |           | 4.6% |      |  |       | 4.6%  |  |  |     | 4.6% |  |  |        |  | 
|                            
|Total                        |                       |      | 12,809 |      |      |  | 1,190 |      |  |  | 926  |           |  |      | 1,268     |      |      |  | 2,153 |       |  |  | 780 |      |  |  | 19,126 | 
|                            

Fixed rate European currency debt expected to
mature in 2003 includes $383 million of Swiss franc debt (with
an average interest rate of 2.3%) and $423 million of UK pound
debt (with an average interest rate of 3.9%). Fixed rate
European currency debt expected to mature in 2006 and 2007
consists of UK pound debt and euro debt respectively.

Variable rate European debt expected to mature in
2003 includes $594 million of euro debt (with an average
interest rate of 3.5%). Variable rate European debt expected to
mature in 2004 consists of euro debt.

Other variable rate debt expected to mature in
2003 includes $609 million of Canadian dollar debt (with an
average interest rate of 1.4%).

|                                     |                       |      |       |       |  |  |      |      |  |      |    |       |           |  |           |       |  |  |       |       |  |  |     |      |  |  |       |  | 
|------------------------------------ | --------------------- | ---- | ----- | ----- |  |  | ---- | ---- |  | ---- | -- | ----- | --------- |  | --------- | ----- |  |  | ----- | ----- |  |  | --- | ---- |  |  | ----- |  | 
|2001                                 |                       |      |       |       |  |  |      |      |  |      |    |       |           |  | $ million |      
|                                    
|                                     |                      
|                                     |                       | 2002 |       |       |  |  | 2004 |      |  | 2005 |    |       | 2006      |  |           | 2007  |  |  | Total |      
|                                     |                       |      |       | 2003  |  |  |      |      |  |      |    |       | and after |  |           |      
|                                    
|                                     |                      
|Fixed rate US dollar debt            |                       |      | 972   |       |  |  | 569  |      |  |      | 55 |       |           |  | 46        |       |  |  | 36    |       |  |  | 11  |      |  |  | 1,689 | 
|                                     | average interest rate |      |       | 5.9%  |  |  |      | 5.4% |  |      |    | 4.7%  |           |  |           | 4.7%  |  |  |       | 4.7%  |  |  |     | 4.6% |  |  |       |  | 
|Variable rate US dollar debt         |                       |      | 2,164 |       |  |  | 98   |      |  |      | 26 |       |           |  | 25        |       |  |  | 131   |       |  |  | 280 |      |  |  | 2,724 | 
|                                     | average interest rate |      |       | 5.0%  |  |  |      | 3.7% |  |      |    | 4.8%  |           |  |           | 4.5%  |  |  |       | 4.7%  |  |  |     | 5.1% |  |  |       |  | 
|Fixed rate European currency debt    |                       |      | 73    |       |  |  | 188  |      |  |      |   |       |           |  | 1         |       |  |  | 1     |       |  |  | 7   |      |  |  | 270   | 
|                                     | average interest rate |      |       | 4.4%  |  |  |      | 2.8% |  |      |    |      |           |  |           | 5.4%  |  |  |       | 3.0%  |  |  |     | 4.7% |  |  |       |  | 
|Variable rate European currency debt |                       |      | 68    |       |  |  |     |      |  |      |   |       |           |  |          |       |  |  |      |       |  |  |    |      |  |  | 68    | 
|                                     | average interest rate |      |       | 7.8%  |  |  |      |     |  |      |    |      |           |  |           |      |  |  |       |      |  |  |     |     |  |  |       |  | 
|Other fixed rate debt                |                       |      | 79    |       |  |  | 2    |      |  |      |   |       |           |  | 10        |       |  |  |      |       |  |  | 42  |      |  |  | 133   | 
|                                     | average interest rate |      |       | 13.9% |  |  |      | 5.9% |  |      |    |      |           |  |           | 0.8%  |  |  |       |      |  |  |     | 7.8% |  |  |       |  | 
|Other variable rate debt             |                       |      | 624   |       |  |  | 48   |      |  |      | 13 |       |           |  | 7         |       |  |  | 6     |       |  |  | 2   |      |  |  | 700   | 
|                                     | average interest rate |      |       | 13.7% |  |  |      | 7.9% |  |      |    | 11.8% |           |  |           | 13.2% |  |  |       | 12.8% |  |  |     | 9.5% |  |  |       |  | 
|                                    
|Total                                |                       |      | 3,980 |       |  |  | 905  |      |  |      | 94 |       |           |  | 89        |       |  |  | 174   |       |  |  | 342 |      |  |  | 5,584 | 
|                                    



G64 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Interest rate swaps/forward rate
agreements

The following two tables give details of interest
rate swaps/forward rate agreements held by Group companies at
December 31, 2002 and 2001 respectively, by expected year
of maturity. These are held for purposes other than trading. The
variable interest rate component of contracts is generally
linked to inter-bank offer rates.


|                   |  |                          |  |  |       |  |  |      |       |  |      |           |       |      |                 |           |                 |            |  |           |      |  |  |  |       |  |  |  |     |  
|------------------ |  | ------------------------ |  |  | ----- |  |  | ---- | ----- |  | ---- | --------- | ----- | ---- | --------------- | --------- | --------------- | ---------- |  | --------- | ---- |  |  |  | ----- |  |  |  | --- | -
|2002               |  |                          |  |  |       |  |  |      |       |  |      |           |       |      |                 | $ million |                
|                  
|                   | 
|                   |  | 2003                     |  |  | 2005  |  |  | 2006 |       |  | 2007 |           |       | 2008 |                 |           | Total contract/ |            |  | Estimated |     
|                   |  |                          |  |  |       |  |  |      |       |  |      | and after |       |      | notional amount |           |                 | fair value | 
|                  
|                   | 
|US dollar          |  |                          |  |  |       |  |  |      |       |  |      |           |       |      |                 |           |                 |            |  |           |      |  |  |  |       |  |  |  |     |  
|Fixed to Variable: |  | contract/notional amount |  |  | 500   |  |  |      | 919   |  |      |           | 600   |      |                 |           | 1,152           |            |  |           |     |  |  |  | 3,171 |  |  |  | 201 |  
|                   |  | average pay rate         |  |  | 1.7%  |  |  |      | 2.8%  |  |      |           | 1.5%  |      |                 |           | 1.7%            |            |  |           |     |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 5.0%  |  |  |      | 5.7%  |  |      |           | 3.1%  |      |                 |           | 4.8%            |            |  |           |     |  |  |  |       |  |  |  |     |  
|Variable to Fixed: |  | contract/notional amount |  |  | 288   |  |  |      | 100   |  |      |           |      |      |                 |           | 72              |            |  |           | 88   |  |  |  | 548   |  |  |  | (38 | )
|                   |  | average pay rate         |  |  | 6.0%  |  |  |      | 4.7%  |  |      |           |      |      |                 |           | 7.2%            |            |  |           | 7.8% |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 2.9%  |  |  |      | 2.0%  |  |      |           |      |      |                 |           | 4.8%            |            |  |           | 2.5% |  |  |  |       |  |  |  |     |  
|                  
|UK pound           |  |                          |  |  |       |  |  |      |       |  |      |           |       |      |                 |           |                 |            |  |           |      |  |  |  |       |  |  |  |     |  
|Fixed to Variable: |  | contract/notional amount |  |  | 8     |  |  |      |      |  |      |           | 603   |      |                 |           |                |            |  |           |     |  |  |  | 611   |  |  |  |    |  
|                   |  | average pay rate         |  |  | 4.7%  |  |  |      |      |  |      |           | 3.9%  |      |                 |           |                |            |  |           |     |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 8.9%  |  |  |      |      |  |      |           | 4.3%  |      |                 |           |                |            |  |           |     |  |  |  |       |  |  |  |     |  
|                  
|Other currencies   |  |                          |  |  |       |  |  |      |       |  |      |           |       |      |                 |           |                 |            |  |           |      |  |  |  |       |  |  |  |     |  
|Fixed to Variable: |  | contract/notional amount |  |  | 16    |  |  |      |      |  |      |           |      |      |                 |           |                |            |  |           |     |  |  |  | 16    |  |  |  |    |  
|                   |  | average pay rate         |  |  | 2.7%  |  |  |      |      |  |      |           |      |      |                 |           |                |            |  |           |     |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 2.8%  |  |  |      |      |  |      |           |      |      |                 |           |                |            |  |           |     |  |  |  |       |  |  |  |     |  
|                  
|Variable to Fixed: |  | contract/notional amount |  |  | 4     |  |  |      |      |  |      |           |      |      |                 |           |                |            |  |           |     |  |  |  | 4     |  |  |  |    |  
|                   |  | average pay rate         |  |  | 12.8% |  |  |      |      |  |      |           |      |      |                 |           |                |            |  |           |     |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 12.3% |  |  |      |      |  |      |           |      |      |                 |           |                |            |  |           |     |  |  |  |       |  |  |  |     |  
|                  
|Total              |  |                          |  |  | 816   |  |  |      | 1,019 |  |      |           | 1,203 |      |                 |           | 1,224           |            |  |           | 88   |  |  |  | 4,350 |  |  |  | 163 |  
|                  

At December 31, 2002, a Group company also
held an option to enter into a euro fixed (3.8%) to variable
(2.8%) interest rate swap maturing in 2003 with a face value of
$1.2 billion and a fair value of $6 million. This was
exercised on January 2, 2003. No such options were held at
December 31, 2001.

|                   |  |                          |  |  |       |  |  |           |       |  |  |  |                 |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|------------------ |  | ------------------------ |  |  | ----- |  |  | --------- | ----- |  |  |  | --------------- |  | --------------- | --------- |  | ---------- |  |  |  |  |  |  | ----- |  |  |  | --- | -
|2001               |  |                          |  |  |       |  |  |           |       |  |  |  |                 |  |                 | $ million | 
|                  
|                   | 
|                   |  | 2002                     |  |  | 2003  |  |  | 2007      |       |  |  |  | Total contract/ |  |                 | Estimated | 
|                   |  |                          |  |  |       |  |  | and after |       |  |  |  |                 |  | notional amount |           |  | fair value | 
|                  
|                   | 
|US dollar          |  |                          |  |  |       |  |  |           |       |  |  |  |                 |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|Fixed to Variable: |  | contract/notional amount |  |  | 826   |  |  |           | 500   |  |  |  | 59              |  |                 |           |  |            |  |  |  |  |  |  | 1,385 |  |  |  | 41  |  
|                   |  | average pay rate         |  |  | 4.2%  |  |  |           | 4.4%  |  |  |  | 9.6%            |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 6.0%  |  |  |           | 5.0%  |  |  |  | 6.2%            |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|Variable to Fixed: |  | contract/notional amount |  |  | 58    |  |  |           | 288   |  |  |  | 80              |  |                 |           |  |            |  |  |  |  |  |  | 426   |  |  |  | (24 | )
|                   |  | average pay rate         |  |  | 6.9%  |  |  |           | 6.0%  |  |  |  | 5.0%            |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 5.7%  |  |  |           | 4.1%  |  |  |  | 4.3%            |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|                  
|Other currencies   |  |                          |  |  |       |  |  |           |       |  |  |  |                 |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|Fixed to Variable: |  | contract/notional amount |  |  | 94    |  |  |           | 7     |  |  |  |                |  |                 |           |  |            |  |  |  |  |  |  | 101   |  |  |  | 1   |  
|                   |  | average pay rate         |  |  | 3.0%  |  |  |           | 5.4%  |  |  |  |                |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 3.7%  |  |  |           | 7.0%  |  |  |  |                |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|Variable to Fixed: |  | contract/notional amount |  |  | 41    |  |  |           | 9     |  |  |  |                |  |                 |           |  |            |  |  |  |  |  |  | 50    |  |  |  |    |  
|                   |  | average pay rate         |  |  | 9.8%  |  |  |           | 12.8% |  |  |  |                |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|                   |  | average receive rate     |  |  | 9.1%  |  |  |           | 9.0%  |  |  |  |                |  |                 |           |  |            |  |  |  |  |  |  |       |  |  |  |     |  
|                  
|Total              |  |                          |  |  | 1,019 |  |  |           | 804   |  |  |  | 139             |  |                 |           |  |            |  |  |  |  |  |  | 1,962 |  |  |  | 18  |  
|                  



Royal Dutch/Shell Group of
Companies      G65




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Foreign exchange contracts

The following two tables give details of forward
exchange contracts held by Group companies at December 31,
2002 and 2001 respectively. These are held for purposes other
than trading. Contract categories with a contract/notional
amount exceeding $100 million and/or an estimated fair
value exceeding $10 million (gain or loss) are listed
separately.


|                                     |  |                     |      |  |                   |           |        |            |  |  |      |  
|------------------------------------ |  | ------------------- | ---- |  | ----------------- | --------- | ------ | ---------- |  |  | ---- | -
|2002(all contracts mature in 2003)   |  |                     |      |  |                   | $ million |       
|                                    
|                                     | 
|                                     |  | Average contractual |      |  | Contract/notional |           |        | Estimated  | 
|                                     |  | exchange rate       |      |  | amount            |           |        | fair value | 
|                                    
|                                     | 
|Buy US dollar/sell UK pound          |  |                     | 0.64 |  |                   |           | 7,170  |            |  |  | (138 | )
|Buy US dollar/sell euro              |  |                     | 1.01 |  |                   |           | 2,320  |            |  |  | (118 | )
|Buy euro/sell US dollar              |  |                     | 1.03 |  |                   |           | 677    |            |  |  | 13   |  
|Buy Canadian dollar/sell US dollar   |  |                     | 0.64 |  |                   |           | 450    |            |  |  | (6   | )
|Buy UK pound/sell US dollar          |  |                     | 1.55 |  |                   |           | 427    |            |  |  | 14   |  
|Buy US dollar/sell Australian dollar |  |                     | 1.77 |  |                   |           | 392    |            |  |  | (1   | )
|Buy Swiss franc/sell US dollar       |  |                     | 0.68 |  |                   |           | 283    |            |  |  | 14   |  
|Buy US dollar/sell Norwegian krona   |  |                     | 7.06 |  |                   |           | 209    |            |  |  | (3   | )
|Buy Singapore dollar/sell US dollar  |  |                     | 0.57 |  |                   |           | 180    |            |  |  | 1    |  
|Buy US dollar/sell Danish krona      |  |                     | 7.18 |  |                   |           | 159    |            |  |  | (2   | )
|Buy US dollar/sell Swedish krona     |  |                     | 8.84 |  |                   |           | 154    |            |  |  | (1   | )
|Buy US dollar/sell Hong Kong dollar  |  |                     | 7.80 |  |                   |           | 131    |            |  |  |     |  
|Other contracts                      |  |                     |      |  |                   |           | 1,005  |            |  |  | (2   | )
|                                    
|Total                                |  |                     |      |  |                   |           | 13,557 |            |  |  | (229 | )
|                                    

|                                     |  |                     |       |  |                   |           |       |            |  |  |    |  
|------------------------------------ |  | ------------------- | ----- |  | ----------------- | --------- | ----- | ---------- |  |  | -- | -
|2001 (all contracts mature in 2002)  |  |                     |       |  |                   | $ million |      
|                                    
|                                     | 
|                                     |  | Average contractual |       |  | Contract/notional |           |       | Estimated  | 
|                                     |  | exchange rate       |       |  | amount            |           |       | fair value | 
|                                    
|                                     | 
|Buy UK pound/sell US dollar          |  |                     | 1.44  |  |                   |           | 1,735 |            |  |  | 2  |  
|Buy euro/sell US dollar              |  |                     | 0.89  |  |                   |           | 706   |            |  |  | 1  |  
|Buy US dollar/sell Canadian dollar   |  |                     | 1.60  |  |                   |           | 411   |            |  |  | 1  |  
|Buy US dollar/sell Swedish krona     |  |                     | 10.61 |  |                   |           | 291   |            |  |  | (1 | )
|Buy US dollar/sell Philippine peso   |  |                     | 52    |  |                   |           | 289   |            |  |  | (1 | )
|Buy Australian dollar/sell US dollar |  |                     | 0.51  |  |                   |           | 214   |            |  |  | 1  |  
|Buy US dollar/sell Danish krona      |  |                     | 8.38  |  |                   |           | 143   |            |  |  | 1  |  
|Buy US dollar/sell Hong Kong dollar  |  |                     | 7.80  |  |                   |           | 143   |            |  |  |   |  
|Buy US dollar/sell Japanese yen      |  |                     | 124   |  |                   |           | 116   |            |  |  | 8  |  
|Buy US dollar/sell Singapore dollar  |  |                     | 1.83  |  |                   |           | 114   |            |  |  | (1 | )
|Buy euro/sell Danish krona           |  |                     | 7.44  |  |                   |           | 106   |            |  |  |   |  
|Other contracts                      |  |                     |       |  |                   |           | 346   |            |  |  | 4  |  
|                                    
|Total                                |  |                     |       |  |                   |           | 4,614 |            |  |  | 15 |  
|                                    



G66 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Currency swaps/options

The following two tables give details of currency
swaps contracts held by Group companies at December 31,
2002 and 2001 respectively, by expected year of maturity. These
are held for purposes other than trading. Contract categories
with a contract/ notional amount exceeding $100 million
and/or an estimated fair value exceeding $10 million (gain
or loss) are listed separately.


|                                     |  |               |      |  |      |  |     |      |  |  |       |  |  |      |       |  |      |                 |    |          |            |  |                 |  |  |           |   |  |  |  |       |  |  |  |     |  
|------------------------------------ |  | ------------- | ---- |  | ---- |  | --- | ---- |  |  | ----- |  |  | ---- | ----- |  | ---- | --------------- | -- | -------- | ---------- |  | --------------- |  |  | --------- | - |  |  |  | ----- |  |  |  | --- | -
|2002                                 |  |               |      |  |      |  |     |      |  |  |       |  |  |      |       |  |      | $ million       |   
|                                    
|                                     | 
|                                     |  | Average       |      |  | 2003 |  |     | 2004 |  |  | 2005  |  |  | 2006 |       |  | 2007 |                 |    | 2008 and |            |  | Total contract/ |  |  | Estimated |  
|                                     |  | contractual   |      |  |      |  |     |      |  |  |       |  |  |      | after |  |      | notional amount |    |          | fair value | 
|                                     |  | exchange rate |      |  |      |  |     |      |  |  |       |  |  |      |       |  |      |                 |   
|                                    
|                                     | 
|Buy UK pound/sell euro               |  |               | 1.57 |  |      |  |    |      |  |  | 1,085 |  |  |      |      |  |      |                 |   |          |            |  |                |  |  |           |  |  |  |  | 1,085 |  |  |  | 1   |  
|Buy US dollar/sell Canadian dollar   |  |               | 1.54 |  |      |  | 326 |      |  |  | 117   |  |  |      | 64    |  |      |                 | 59 |          |            |  | 26              |  |  |           | 9 |  |  |  | 601   |  |  |  | 13  |  
|Buy US dollar/sell euro              |  |               | 1.09 |  |      |  |    |      |  |  | 461   |  |  |      |      |  |      |                 |   |          |            |  |                |  |  |           |  |  |  |  | 461   |  |  |  | 63  |  
|Buy Australian dollar/sell US dollar |  |               | 0.62 |  |      |  |    |      |  |  | 289   |  |  |      |      |  |      |                 |   |          |            |  |                |  |  |           |  |  |  |  | 289   |  |  |  | 3   |  
|Buy Canadian dollar/sell US dollar   |  |               | 0.64 |  |      |  | 210 |      |  |  | 55    |  |  |      | 9     |  |      |                 |   |          |            |  | 3               |  |  |           |  |  |  |  | 277   |  |  |  | (2  | )
|Buy US dollar/sell Brazilian real    |  |               | 3.53 |  |      |  | 65  |      |  |  | 50    |  |  |      | 42    |  |      |                 | 4  |          |            |  | 41              |  |  |           |  |  |  |  | 202   |  |  |  | 25  |  
|Buy US dollar/sell Swiss franc       |  |               | 1.50 |  |      |  | 200 |      |  |  |      |  |  |      |      |  |      |                 |   |          |            |  |                |  |  |           |  |  |  |  | 200   |  |  |  | 30  |  
|Other contracts                      |  |               |      |  |      |  | 123 |      |  |  |      |  |  |      | 27    |  |      |                 |   |          |            |  |                |  |  |           |  |  |  |  | 150   |  |  |  | 9   |  
|                                    
|Total                                |  |               |      |  |      |  | 924 |      |  |  | 2,057 |  |  |      | 142   |  |      |                 | 63 |          |            |  | 70              |  |  |           | 9 |  |  |  | 3,265 |  |  |  | 142 |  
|                                    

|                                     |  |               |      |  |      |  |     |      |  |  |      |  |  |      |                 |  |  |            |                 |  |  |           |  |  |  |  |  |  |  |  |     |  |  |  |     |  
|------------------------------------ |  | ------------- | ---- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | --------------- |  |  | ---------- | --------------- |  |  | --------- |  |  |  |  |  |  |  |  | --- |  |  |  | --- | -
|2001                                 |  |               |      |  |      |  |     |      |  |  |      |  |  |      |                 |  |  | $ million  |                
|                                    
|                                     | 
|                                     |  | Average       |      |  | 2002 |  |     | 2003 |  |  | 2004 |  |  | 2005 |                 |  |  |            | Total contract/ |  |  | Estimated | 
|                                     |  | contractual   |      |  |      |  |     |      |  |  |      |  |  |      | notional amount |  |  | fair value |                
|                                     |  | exchange rate |      |  |      |  |     |      |  |  |      |  |  |      |                 |  |  |            |                
|                                    
|                                     | 
|Buy US dollar/sell Brazilian real    |  |               | 2.41 |  |      |  | 108 |      |  |  | 15   |  |  |      | 61              |  |  |            | 50              |  |  |           |  |  |  |  |  |  |  |  | 234 |  |  |  | (18 | )
|Buy US dollar/sell Canadian dollar   |  |               | 1.39 |  |      |  | 109 |      |  |  | 82   |  |  |      | 15              |  |  |            | 5               |  |  |           |  |  |  |  |  |  |  |  | 211 |  |  |  | 15  |  
|Buy US dollar/sell Swiss franc       |  |               | 1.50 |  |      |  |    |      |  |  | 200  |  |  |      |                |  |  |            |                |  |  |           |  |  |  |  |  |  |  |  | 200 |  |  |  | (21 | )
|Buy US dollar/sell Australian dollar |  |               | 1.52 |  |      |  | 38  |      |  |  | 39   |  |  |      |                |  |  |            |                |  |  |           |  |  |  |  |  |  |  |  | 77  |  |  |  | 23  |  
|Buy US dollar/sell Zimbabwe dollar   |  |               | 7.67 |  |      |  |    |      |  |  |     |  |  |      |                |  |  |            | 23              |  |  |           |  |  |  |  |  |  |  |  | 23  |  |  |  | 13  |  
|Other contracts                      |  |               |      |  |      |  | 120 |      |  |  | 7    |  |  |      | 92              |  |  |            |                |  |  |           |  |  |  |  |  |  |  |  | 219 |  |  |  | 5   |  
|                                    
|Total                                |  |               |      |  |      |  | 375 |      |  |  | 343  |  |  |      | 168             |  |  |            | 78              |  |  |           |  |  |  |  |  |  |  |  | 964 |  |  |  | 17  |  
|                                    

In conjunction with natural gas marketing
activities, Group companies held put and call options to buy
Canadian dollars and sell US dollars at December 31, 2002
each with a contract/ notional amount of $0.1 billion
(2001: $0.2 billion) and a total estimated fair value of
$(1) million (2001: $(11) million) and expected
maturity in 2003 (2002  2003).



Royal Dutch/Shell Group of
Companies      G67




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Commodity derivatives

The tables on this and the following pages give
details of commodity swaps, options and futures contracts held
by Group companies at December 31, 2002 and 2001
respectively, by expected year of maturity. Variable prices are
linked to indexed or dated commodities.


Commodity swaps held for trading
purposes

|                                                       |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |     |  
|------------------------------------------------------ | --------------------------------------- | --------------- |  | --------- | --------- |  |  | --------- |  |  | ---- | --------- |  | --------- |  | --------- | --------------- |  |  | ---------- |  |  |  | ----- |  |  |  | --- | -
|2002                                                   |                                         |                 |  |           |           |  |  |           |  |  |      |           |  | $ million | 
|                                                      
|                                                       |                                        
|                                                       |                                         | Total contract/ |  |           | Estimated | 
|                                                       |                                         | 2003            |  |           | 2004      |  |  | 2005      |  |  | 2006 |           |  | 2007      |  |           | notional amount |  |  | fair value | 
|                                                      
|                                                       |                                        
|Crude oil swaps                                        |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|(a) Variable price to variable price
    contracts:    |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 1,374     |           |  |  | 62        |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  | 1,436 |  |  |  | (3  | )
|                                                       | Volume (million barrels m bbl)        |                 |  | 55        |           |  |  | 3         |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive price ($/bbl)       |                 |  | 28.8/28.7 |           |  |  | 22.8/22.8 |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                      
|(b) Buy fixed price/sell variable price
    contracts: |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 970       |           |  |  | 148       |  |  |      | 20        |  |           |  | 2         |                 |  |  |           |  |  |  | 1,140 |  |  |  | 70  |  
|                                                       | Volume (m bbl)                          |                 |  | 49        |           |  |  | 6         |  |  |      | 1         |  |           |  | *         |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive price ($/bbl)       |                 |  | 19.9/21.3 |           |  |  | 23.6/23.7 |  |  |      | 22.8/23.6 |  |           |  | 21.8/21.3 |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                      
|(c) Buy variable price/sell fixed price
    contracts: |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 886       |           |  |  | 57        |  |  |      | 22        |  |           |  |          |                 |  |  |           |  |  |  | 965   |  |  |  | (90 | )
|                                                       | Volume (m bbl)                          |                 |  | 57        |           |  |  | 4         |  |  |      | 1         |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive ($/bbl)             |                 |  | 17.3/15.6 |           |  |  | 15.5/15.6 |  |  |      | 23.6/23.0 |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                      
|Oil products swaps                                     |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|(a) Variable price to variable price
    contracts:    |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 287       |           |  |  |          |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  | 287   |  |  |  | (1  | )
|                                                       | Volume (m bbl)                          |                 |  | 70        |           |  |  |          |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive ($/bbl)             |                 |  | 23.0/19.8 |           |  |  |          |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                      
|(b) Buy fixed price/sell variable price
    contracts: |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 613       |           |  |  |          |  |  |      | 1         |  |           |  |          |                 |  |  |           |  |  |  | 614   |  |  |  | 41  |  
|                                                       | Volume (m bbl)                          |                 |  | 76        |           |  |  |          |  |  |      | *         |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive ($/bbl)             |                 |  | 8.1/8.6   |           |  |  |          |  |  |      | 19.1/17.6 |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                      
|(c) Buy variable price/sell fixed price
    contracts: |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 681       |           |  |  |          |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  | 681   |  |  |  | (42 | )
|                                                       | Volume (m bbl)                          |                 |  | 88        |           |  |  |          |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive ($/bbl)             |                 |  | 8.2/7.7   |           |  |  |          |  |  |      |          |  |           |  |          |                 |  |  |           |  |  |  |       |  |  |  |     |  
|                                                      
|Electricity swaps                                      |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|(a) Buy fixed price/sell variable price
    contracts: |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 261       |           |  |  | 66        |  |  |      | 36        |  |           |  | 29        |                 |  |  | 18         |  |  |  | 410   |  |  |  | 66  |  
|                                                       | Volume (thousand megawatt hours MMwh) |                 |  | 6         |           |  |  | 2         |  |  |      | 1         |  |           |  | 1         |                 |  |  | **         |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive ($/ Mwh)            |                 |  | 47.2/54.4 |           |  |  | 39.4/49.8 |  |  |      | 45.2/52.7 |  |           |  | 50.1/53.5 |                 |  |  | 49.8/52.7  |  |  |  |       |  |  |  |     |  
|                                                      
|(b) Buy variable price/sell fixed price
    contracts: |                                         |                 |  |           |           |  |  |           |  |  |      |           |  |           |  |           |                 |  |  |            |  |  |  |       |  |  |  |    
|                                                       | contract/notional amount ($ million)    |                 |  | 320       |           |  |  | 91        |  |  |      | 70        |  |           |  | 54        |                 |  |  | 36         |  |  |  | 571   |  |  |  | (54 | )
|                                                       | Volume (MMwh)                           |                 |  | 7         |           |  |  | 2         |  |  |      | 1         |  |           |  | 1         |                 |  |  | 1          |  |  |  |       |  |  |  |     |  
|                                                       | average pay/receive ($/ Mwh)            |                 |  | 53.5/48.4 |           |  |  | 54.8/50.0 |  |  |      | 53.8/50.7 |  |           |  | 52.9/49.3 |                 |  |  | 53.1/48.9  |  |  |  |       |  |  |  |     |  
|                                                      



|   |                                      
|-- | -------------------------------------
|*  | less than one million barrels        
|  
|** | less than one thousand megawatt hours



G68 Royal
Dutch/ Shell Group of Companies




---



##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                       |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |      |  
|------------------------------------------------------ | ---------------------------------------------- | -------- |  | --------- | --------------- |  |  | --------- |  |  | ---- | --------- |  | ---- |  | --------- | ----- |  |  | --------------- |  |  | ---------- | --------- |  |  | ------ | ----- |  |  | -- | ---- | -
|2002continued                                          |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  | $ million |      
|                                                      
|                                                       |                                               
|                                                       |                                                | 2008 and |  |           | Total contract/ |  |  | Estimated | 
|                                                       |                                                | 2003     |  |           | 2004            |  |  | 2005      |  |  | 2006 |           |  | 2007 |  |           | after |  |  | notional amount |  |  | fair value |          
|                                                       |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |          
|                                                      
|                                                       |                                               
|Natural gas swaps                                      |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |     
|(a) Buy fixed price/sell variable price
    contracts: |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |     
|                                                       | contract/notional amount ($ million)           |          |  | 3,803     |                 |  |  | 925       |  |  |      | 184       |  |      |  | 87        |       |  |  | 32              |  |  |            |          |  |  |        | 5,031 |  |  |    | 895  |  
|                                                       | Volume (thousand million cubic feet
    bcf) |          |  | 938       |                 |  |  | 234       |  |  |      | 48        |  |      |  | 22        |       |  |  | 6               |  |  |            |          |  |  |        |       |  |  |    |      |  
|                                                       | average pay/receive ($/thousand cf)            |          |  | 4.1/4.8   |                 |  |  | 4.0/4.5   |  |  |      | 3.8/4.3   |  |      |  | 3.9/4.5   |       |  |  | 5.4/5.5         |  |  |            |          |  |  |        |       |  |  |    |      |  
|                                                      
|(b) Buy variable price/sell fixed price
    contracts: |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |     
|                                                       | contract/notional amount ($ million)           |          |  | 3,951     |                 |  |  | 803       |  |  |      | 121       |  |      |  | 25        |       |  |  | 4               |  |  |            | 11        |  |  |        | 4,915 |  |  |    | (831 | )
|                                                       | Volume (bcf)                                   |          |  | 967       |                 |  |  | 205       |  |  |      | 33        |  |      |  | 7         |       |  |  | 1               |  |  |            | 3         |  |  |        |       |  |  |    |      |  
|                                                       | average pay/receive ($/thousand cf)            |          |  | 4.8/4.1   |                 |  |  | 4.4/3.9   |  |  |      | 4.1/3.7   |  |      |  | 4.0/3.5   |       |  |  | 4.2/4.3         |  |  |            | 4.2/4.3   |  |  |        |       |  |  |    |      |  
|                                                      
|NGL gas basis swaps                                    |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |     
|(a) Buy fixed price/sell variable price
    contracts: |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |     
|                                                       | contract/notional amount ($ million)           |          |  | 373       |                 |  |  | 88        |  |  |      | 46        |  |      |  | 24        |       |  |  | 15              |  |  |            | 4         |  |  |        | 550   |  |  |    | (283 | )
|                                                       | Volume (m bbl)                                 |          |  | 1,033     |                 |  |  | 246       |  |  |      | 114       |  |      |  | 63        |       |  |  | 40              |  |  |            | 18        |  |  |        |       |  |  |    |      |  
|                                                       | average pay/receive ($/bbl)                    |          |  | 0.36/0.16 |                 |  |  | 0.36/0.18 |  |  |      | 0.4/0.25  |  |      |  | 0.38/0.27 |       |  |  | 0.38/0.27       |  |  |            | 0.23/0.09 |  |  |        |       |  |  |    |      |  
|                                                      
|(b) Buy variable price/sell fixed price
    contracts: |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  |        |       |  |  |    |     
|                                                       | contract/notional amount ($ million)           |          |  | 344       |                 |  |  | 73        |  |  |      | 30        |  |      |  | 15        |       |  |  | 9               |  |  |            | 9         |  |  |        | 480   |  |  |    | 277  |  
|                                                       | Volume (m bbl)                                 |          |  | 994       |                 |  |  | 210       |  |  |      | 79        |  |      |  | 40        |       |  |  | 26              |  |  |            | 27        |  |  |        |       |  |  |    |      |  
|                                                       | average pay/receive ($/bbl)                    |          |  | 0.16/0.35 |                 |  |  | 0.12/0.35 |  |  |      | 0.14/0.38 |  |      |  | 0.17/0.38 |       |  |  | 0.19/0.35       |  |  |            | 0.13/0.33 |  |  |        |       |  |  |    |      |  
|                                                      
|Total                                                  |                                                |          |  |           |                 |  |  |           |  |  |      |           |  |      |  |           |       |  |  |                 |  |  |            |           |  |  | 17,080 |       |  |  | 45 |     
|                                                      

Group companies also held chemical product and
natural gas liquid swaps at December 21, 2002 with a
contract/notional amount of $166 million (2001:
$234 million) and fair value of $5 million (2001:
$(3) million) and expected maturity 2003  2004
(2002  2003).

Commodity swaps held for purposes other than
trading

At December 31, 2002 Group companies held
crude oil, natural gas and oil product commodity swaps for
purposes other than trading with a contract/ notional amount of
$57 million (2001: $66 million) and an estimated fair
value of $7 million (2001: $(8) million).




Royal Dutch/Shell Group of
Companies      G69




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                                                       |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |       |  
|------------------------------------------------------ | ---------------------------------------------------- | ---- |  | --------- | --------------- |  |  | --------- |  |  | ---- | ------- |  | ---- |  | --------- | --------- |  |  | --------------- |  |  | ---------- | ------- |  |  | ------ | ----- |  |  | --- | ----- | -
|2001                                                   |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  | $ million |          
|                                                      
|                                                       |                                                     
|                                                       |                                                      | 2007 |  |           | Total contract/ |  |  | Estimated | 
|                                                       |                                                      | 2002 |  |           | 2003            |  |  | 2004      |  |  | 2005 |         |  | 2006 |  |           | and after |  |  | notional amount |  |  | fair value |        
|                                                      
|                                                       |                                                     
|Crude oil swaps                                        |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|(a) Variable price to variable price
    contracts:    |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 1,305     |                 |  |  |          |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        | 1,305 |  |  |     | (4    | )
|                                                       | volume (million barrels m bbl)                     |      |  | 64        |                 |  |  |          |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($ per
    barrel $/bbl) |      |  | 20.4/20.3 |                 |  |  |          |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|(b) Buy fixed price/sell variable price
    contracts: |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 431       |                 |  |  | 36        |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        | 467   |  |  |     | (31   | )
|                                                       | volume (m bbl)                                       |      |  | 35        |                 |  |  | 2         |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/bbl)                    |      |  | 12.3/11.5 |                 |  |  | 22.0/20.0 |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|(c) Buy variable price/sell fixed price
    contracts: |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 505       |                 |  |  | 72        |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        | 577   |  |  |     | 60    |  
|                                                       | volume (m bbl)                                       |      |  | 36        |                 |  |  | 4         |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/bbl)                    |      |  | 12.8/14.3 |                 |  |  | 17.1/19.1 |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                      
|Oil products swaps                                     |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|(a) Variable price to variable price
    contracts:    |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 28        |                 |  |  | 38        |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        | 66    |  |  |     |      |  
|                                                       | volume (m bbl)                                       |      |  | 1         |                 |  |  | 2         |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/bbl)                    |      |  | 20.6/20.7 |                 |  |  | 20.9/20.8 |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|(b) Buy fixed price/sell variable price
    contracts: |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 357       |                 |  |  | 9         |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        | 366   |  |  |     | (22   | )
|                                                       | volume (m bbl)                                       |      |  | 34        |                 |  |  | 3         |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/bbl)                    |      |  | 10.5/9.9  |                 |  |  | 3.1/2.3   |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|(c) Buy variable price/sell fixed price
    contracts: |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 480       |                 |  |  |          |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        | 480   |  |  |     | 14    |  
|                                                       | volume (m bbl)                                       |      |  | 42        |                 |  |  |          |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/bbl)                    |      |  | 11.2/11.5 |                 |  |  |          |  |  |      |        |  |      |  |          |           |  |  |                |  |  |            |        |  |  |        |       |  |  |     |       |  
|                                                      
|Natural gas swaps                                      |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|(a) Buy fixed price/sell variable price
    contracts: |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 3,547     |                 |  |  | 671       |  |  |      | 299     |  |      |  | 140       |           |  |  | 66              |  |  |            | 26      |  |  |        | 4,749 |  |  |     | (943  | )
|                                                       | volume (thousand million cubic feet
    bcf)       |      |  | 1,454     |                 |  |  | 376       |  |  |      | 182     |  |      |  | 94        |           |  |  | 50              |  |  |            | 40      |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/thousand cf)            |      |  | 2.8/2.4   |                 |  |  | 3.2/1.8   |  |  |      | 3.1/1.7 |  |      |  | 3.1/1.5   |           |  |  | 2.9/1.3         |  |  |            | 2.6/0.7 |  |  |        |       |  |  |     |       |  
|(b) Buy variable/sell fixed price contracts:           |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  |        |       |  |  |     |      
|                                                       | contract/notional amount ($ million)                 |      |  | 3,743     |                 |  |  | 746       |  |  |      | 248     |  |      |  | 70        |           |  |  | 58              |  |  |            | 72      |  |  |        | 4,937 |  |  |     | 1,099 |  
|                                                       | volume (bcf)                                         |      |  | 1,467     |                 |  |  | 374       |  |  |      | 161     |  |      |  | 76        |           |  |  | 59              |  |  |            | 79      |  |  |        |       |  |  |     |       |  
|                                                       | average pay/receive price ($/thousand cf)            |      |  | 2.4/3.5   |                 |  |  | 2.0/3.5   |  |  |      | 1.5/3.5 |  |      |  | 0.9/3.3   |           |  |  | 1.0/3.1         |  |  |            | 0.9/2.9 |  |  |        |       |  |  |     |       |  
|                                                      
|Total                                                  |                                                      |      |  |           |                 |  |  |           |  |  |      |         |  |      |  |           |           |  |  |                 |  |  |            |         |  |  | 12,947 |       |  |  | 173 |      
|                                                      



G70 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Commodity options held for trading
purposes

|                      |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |      |  
|--------------------- | ------------------------------------ | --------------- |  | ----- | --------- |  |  | ---- |  | --------- | --------------- | ---- |  | ---------- | ------ | ----- |  |  | -- | ---- | -
|2002                  |                                      |                 |  |       |           |  |  |      |  | $ million |                
|                     
|                      |                                     
|                      |                                      | Total contract/ |  |       | Estimated | 
|                      |                                      | 2003            |  |       | 2004      |  |  | 2005 |  |           | notional amount |      |  | fair value |       
|                     
|                      |                                     
|Crude oil buy calls   |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 711   |           |  |  | 13   |  |           |                 |     |  |            |        | 724   |  |  |    | 57   |  
|                      | volume (m bbl)                       |                 |  | 26    |           |  |  | *    |  |           |                 |     |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/bbl)         |                 |  | 27.6  |           |  |  | 23.1 |  |           |                 |     |  |            |        |       |  |  |    |      |  
|                     
|Crude oil sell calls  |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 620   |           |  |  | 59   |  |           |                 | 1    |  |            |        | 680   |  |  |    | (70  | )
|                      | volume (m bbl)                       |                 |  | 23    |           |  |  | 2    |  |           |                 | *    |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/bbl)         |                 |  | 26.5  |           |  |  | 27.2 |  |           |                 | 25.1 |  |            |        |       |  |  |    |      |  
|                     
|Crude oil buy put     |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 416   |           |  |  | 90   |  |           |                 |     |  |            |        | 506   |  |  |    | 19   |  
|                      | volume (m bbl)                       |                 |  | 21    |           |  |  | 4    |  |           |                 |     |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/bbl)         |                 |  | 20.2  |           |  |  | 20.4 |  |           |                 |     |  |            |        |       |  |  |    |      |  
|                     
|Crude oil sell put    |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 396   |           |  |  | 49   |  |           |                 |     |  |            |        | 445   |  |  |    | (19  | )
|                      | volume (m bbl)                       |                 |  | 19    |           |  |  | 2    |  |           |                 |     |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/bbl)         |                 |  | 21.3  |           |  |  | 21.0 |  |           |                 |     |  |            |        |       |  |  |    |      |  
|                     
|Natural gas buy call  |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 7,284 |           |  |  | 814  |  |           |                 | 51   |  |            |        | 8,149 |  |  |    | 654  |  
|                      | volume (bcf)                         |                 |  | 1,375 |           |  |  | 150  |  |           |                 | 12   |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/thousand cf) |                 |  | 5.3   |           |  |  | 5.4  |  |           |                 | 4.3  |  |            |        |       |  |  |    |      |  
|                     
|Natural gas sell call |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 5,336 |           |  |  | 654  |  |           |                 | 48   |  |            |        | 6,038 |  |  |    | (468 | )
|                      | volume (bcf)                         |                 |  | 971   |           |  |  | 114  |  |           |                 | 8    |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/thousand cf) |                 |  | 5.5   |           |  |  | 5.7  |  |           |                 | 5.9  |  |            |        |       |  |  |    |      |  
|                     
|Natural gas buy put   |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 3,975 |           |  |  | 411  |  |           |                 | 47   |  |            |        | 4,433 |  |  |    | 132  |  
|                      | volume (bcf)                         |                 |  | 1,157 |           |  |  | 124  |  |           |                 | 13   |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/thousand cf) |                 |  | 3.4   |           |  |  | 3.3  |  |           |                 | 3.7  |  |            |        |       |  |  |    |      |  
|                     
|Natural gas sell put  |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            |        |       |  |  |    |     
|                      | contract/notional amount ($ million) |                 |  | 5,481 |           |  |  | 467  |  |           |                 | 71   |  |            |        | 6,019 |  |  |    | (209 | )
|                      | volume (bcf)                         |                 |  | 1,483 |           |  |  | 130  |  |           |                 | 21   |  |            |        |       |  |  |    |      |  
|                      | average strike price ($/thousand cf) |                 |  | 3.7   |           |  |  | 3.6  |  |           |                 | 3    |  |            |        |       |  |  |    |      |  
|                     
|Total                 |                                      |                 |  |       |           |  |  |      |  |           |                 |      |  |            | 26,994 |       |  |  | 96 |     
|                     

*  less than one million barrels

Group companies also held chemical and oil
products options/ swaptions at December 31, 2002 with a
contract/ notional amount of $51 million (2001:
$46 million) and estimated fair value less than
$1 million (2001: $4 million) and expected maturity
2003  2004 (2002  2003).

Commodity options held for purposes other than
trading

At December 31, 2002 Group companies held
natural gas commodity sales contracts for purposes other than
trading with a contract notional amount of $1.3 billion
(2001: nil) and estimated fair value of $(64) million
(2001: nil) with expected maturity 2003  2025.



Royal Dutch/Shell Group of
Companies      G71




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                      |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |      |  
|--------------------- | ------------------------------------ | --------------- |  | ----- | --------- |  |  | --------------- |  |  | ---------- | ----- |  |  | --- | ---- | -
|2001                  |                                      |                 |  |       |           |  |  | $ million       | 
|                     
|                      |                                     
|                      |                                      | Total contract/ |  |       | Estimated | 
|                      |                                      | 2002            |  |       | 2003      |  |  | notional amount |  |  | fair value |      
|                     
|                      |                                     
|Crude oil buy calls   |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 690   |           |  |  | 154             |  |  |            | 844   |  |  |     | 34   |  
|                      | volume (m bbl)                       |                 |  | 25    |           |  |  | 6               |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/bbl)         |                 |  | 27.3  |           |  |  | 25.6            |  |  |            |       |  |  |     |      |  
|                     
|Crude oil sell calls  |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 476   |           |  |  | 77              |  |  |            | 553   |  |  |     | (22  | )
|                      | volume (m bbl)                       |                 |  | 18    |           |  |  | 4               |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/bbl)         |                 |  | 26.1  |           |  |  | 22.4            |  |  |            |       |  |  |     |      |  
|                     
|Crude oil buy put     |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 638   |           |  |  | 11              |  |  |            | 649   |  |  |     | 55   |  
|                      | volume (m bbl)                       |                 |  | 32    |           |  |  | 1               |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/bbl)         |                 |  | 20.1  |           |  |  | 18.2            |  |  |            |       |  |  |     |      |  
|                     
|Crude oil sell put    |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 706   |           |  |  | 72              |  |  |            | 778   |  |  |     | (93  | )
|                      | volume (m bbl)                       |                 |  | 34    |           |  |  | 4               |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/bbl)         |                 |  | 20.8  |           |  |  | 18.0            |  |  |            |       |  |  |     |      |  
|                     
|Natural gas buy call  |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 3,453 |           |  |  | 1,005           |  |  |            | 4,458 |  |  |     | 203  |  
|                      | volume (bcf)                         |                 |  | 752   |           |  |  | 229             |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/thousand cf) |                 |  | 4.6   |           |  |  | 4.4             |  |  |            |       |  |  |     |      |  
|                     
|Natural gas sell call |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 2,925 |           |  |  | 1,060           |  |  |            | 3,985 |  |  |     | (149 | )
|                      | volume (bcf)                         |                 |  | 633   |           |  |  | 213             |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/thousand cf) |                 |  | 4.6   |           |  |  | 5.0             |  |  |            |       |  |  |     |      |  
|                     
|Natural gas buy put   |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 2,552 |           |  |  | 623             |  |  |            | 3,175 |  |  |     | 832  |  
|                      | volume (bcf)                         |                 |  | 760   |           |  |  | 175             |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/thousand cf) |                 |  | 3.4   |           |  |  | 3.6             |  |  |            |       |  |  |     |      |  
|                     
|Natural gas sell put  |                                      |                 |  |       |           |  |  |                 |  |  |            |       |  |  |     |     
|                      | contract/notional amount ($ million) |                 |  | 2,966 |           |  |  | 654             |  |  |            | 3,620 |  |  |     | (938 | )
|                      | volume (bcf)                         |                 |  | 855   |           |  |  | 189             |  |  |            |       |  |  |     |      |  
|                      | average strike price ($/thousand cf) |                 |  | 3.5   |           |  |  | 3.5             |  |  |            |       |  |  |     |      |  
|                     
|Total                 |                                      |                 |  |       |           |  |  |                 |  |  | 18,062     |       |  |  | (78 | )   
|                     



G72 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



Commodity futures held for trading
purposes

|                          |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |      |  
|------------------------- | -------------------------------------- | --------------- |  | ----- | --------- |  |  | ---- |  | --------- | --------------- | -- |  | ---------- | ------ | ----- |  |  | --- | ---- | -
|2002                      |                                        |                 |  |       |           |  |  |      |  | $ million |                
|                         
|                          |                                       
|                          |                                        | Total contract/ |  |       | Estimated | 
|                          |                                        | 2003            |  |       | 2004      |  |  | 2005 |  |           | notional amount |    |  | fair value |       
|                         
|                          |                                       
|IPE Brent futures         |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|(a) Short contracts:      |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 421   |           |  |  |     |  |           |                 |   |  |            |        | 421   |  |  |     | (24  | )
|                          | volume (m bbl)                         |                 |  | 16    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 26    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|(b) Long contracts:       |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 184   |           |  |  |     |  |           |                 |   |  |            |        | 184   |  |  |     | 20   |  
|                          | volume (m bbl)                         |                 |  | 7     |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 26    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                         
|IPE Gasoil futures        |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|(a) Short contracts:      |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 417   |           |  |  |     |  |           |                 |   |  |            |        | 417   |  |  |     | (31  | )
|                          | volume (m bbl)                         |                 |  | 13    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 32    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|(b) Long contracts:       |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 137   |           |  |  |     |  |           |                 |   |  |            |        | 137   |  |  |     | 6    |  
|                          | volume (m bbl)                         |                 |  | 5     |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 29    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                         
|Nymex crude oil futures   |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|(a) Short contracts:      |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 1,836 |           |  |  | 50   |  |           |                 |   |  |            |        | 1,886 |  |  |     | (100 | )
|                          | volume (m bbl)                         |                 |  | 65    |           |  |  | 2    |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 28    |           |  |  | 23   |  |           |                 |   |  |            |        |       |  |  |     |      |  
|(b) Long contracts:       |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 2,003 |           |  |  | 20   |  |           |                 |   |  |            |        | 2,023 |  |  |     | 140  |  
|                          | volume (m bbl)                         |                 |  | 73    |           |  |  | *    |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 28    |           |  |  | 23   |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                         
|Nymex oil product futures |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|(a) Short contracts:      |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 1,312 |           |  |  |     |  |           |                 |   |  |            |        | 1,312 |  |  |     | (78  | )
|                          | volume (m bbl)                         |                 |  | 51    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 26    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|(b) Long contracts:       |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 1,129 |           |  |  |     |  |           |                 |   |  |            |        | 1,129 |  |  |     | 41   |  
|                          | volume (m bbl)                         |                 |  | 45    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/bbl)         |                 |  | 25    |           |  |  |     |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                         
|Nymex natural gas futures |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|(a) Short contracts:      |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 1,452 |           |  |  | 278  |  |           |                 |   |  |            |        | 1,730 |  |  |     | (293 | )
|                          | volume (bcf)                           |                 |  | 358   |           |  |  | 71   |  |           |                 |   |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/thousand cf) |                 |  | 4     |           |  |  | 4    |  |           |                 |   |  |            |        |       |  |  |     |      |  
|(b) Long contracts:       |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            |        |       |  |  |     |     
|                          | contract/notional amount ($ million)   |                 |  | 1,411 |           |  |  | 309  |  |           |                 | 24 |  |            |        | 1,744 |  |  |     | 284  |  
|                          | volume (bcf)                           |                 |  | 348   |           |  |  | 78   |  |           |                 | 6  |  |            |        |       |  |  |     |      |  
|                          | weighted average price ($/thousand cf) |                 |  | 4     |           |  |  | 4    |  |           |                 | 4  |  |            |        |       |  |  |     |      |  
|                         
|Total                     |                                        |                 |  |       |           |  |  |      |  |           |                 |    |  |            | 10,983 |       |  |  | (35 | )   
|                         

*  less than one million barrels

Group companies also held electricity futures
contracts at December 31, 2002 with a contract/notional
amount of $4 million (2001: nil) and an estimated fair
value of $1 million (2001: nil) with expected maturity 2003.



Royal Dutch/Shell Group of
Companies      G73




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---



|                          |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |     |  
|------------------------- | -------------------------------------- | --------------- |  | ---- | --------- |  |  | ---- |  | --------- | --------------- | --- |  | ---------- | ----- | --- |  |  | --- | --- | -
|2001                      |                                        |                 |  |      |           |  |  |      |  | $ million |                
|                         
|                          |                                       
|                          |                                        | Total contract/ |  |      | Estimated | 
|                          |                                        | 2002            |  |      | 2003      |  |  | 2004 |  |           | notional amount |     |  | fair value |      
|                         
|                          |                                       
|IPE Brent futures         |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|(a) Short contracts:      |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 243  |           |  |  |     |  |           |                 |    |  |            |       | 243 |  |  |     | (28 | )
|                          | volume (m bbl)                         |                 |  | 12   |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 19.7 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|(b) Long contracts:       |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 229  |           |  |  |     |  |           |                 |    |  |            |       | 229 |  |  |     | (28 | )
|                          | volume (m bbl)                         |                 |  | 12   |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 19.6 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                         
|IPE Gasoil futures        |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|(a) Short contracts:      |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 62   |           |  |  |     |  |           |                 |    |  |            |       | 62  |  |  |     | 10  |  
|                          | volume (m bbl)                         |                 |  | 2.7  |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 22.9 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|(b) Long contracts:       |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 35   |           |  |  |     |  |           |                 |    |  |            |       | 35  |  |  |     | (1  | )
|                          | volume (m bbl)                         |                 |  | 1.6  |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 22.9 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                         
|Nymex crude oil futures   |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|(a) Short contracts:      |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 67   |           |  |  |     |  |           |                 |    |  |            |       | 67  |  |  |     | (4  | )
|                          | volume (m bbl)                         |                 |  | 3    |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 20.5 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|(b) Long contracts:       |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 50   |           |  |  |     |  |           |                 |    |  |            |       | 50  |  |  |     | (7  | )
|                          | volume (m bbl)                         |                 |  | 2    |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 20.3 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                         
|Nymex oil product futures |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|(a) Short contracts:      |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 11   |           |  |  |     |  |           |                 |    |  |            |       | 11  |  |  |     | 2   |  
|                          | volume (m bbl)                         |                 |  | *    |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 24.9 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|(b) Long contracts:       |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 58   |           |  |  |     |  |           |                 |    |  |            |       | 58  |  |  |     | 11  |  
|                          | volume (m bbl)                         |                 |  | 2    |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/bbl)         |                 |  | 26.2 |           |  |  |     |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                         
|Nymex natural gas futures |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|(a) Short contracts:      |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 258  |           |  |  | 29   |  |           |                 |    |  |            |       | 287 |  |  |     | 55  |  
|                          | volume (bcf)                           |                 |  | 69   |           |  |  | 8    |  |           |                 |    |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/thousand cf) |                 |  | 3.7  |           |  |  | 3.8  |  |           |                 |    |  |            |       |     |  |  |     |     |  
|(b) Long contracts:       |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            |       |     |  |  |     |    
|                          | contract/notional amount ($ million)   |                 |  | 369  |           |  |  | 38   |  |           |                 | 4   |  |            |       | 411 |  |  |     | (81 | )
|                          | volume (bcf)                           |                 |  | 97   |           |  |  | 10   |  |           |                 | 1   |  |            |       |     |  |  |     |     |  
|                          | weighted average price ($/thousand cf) |                 |  | 3.8  |           |  |  | 3.9  |  |           |                 | 4.7 |  |            |       |     |  |  |     |     |  
|                         
|Total                     |                                        |                 |  |      |           |  |  |      |  |           |                 |     |  |            | 1,453 |     |  |  | (71 | )  
|                         

*  less than one million barrels

Futures contracts shown above represent unmatched
positions. The total contract/notional amount of short contracts
represents an aggregation of Group companies positions
where, at December 31, 2002 and 2001 respectively, sales
contracts exceed the purchase contracts with the same maturity
date. The total contract/notional amount of long contracts
represents an aggregation of Group companies positions
where, at December 31, 2002 and 2001 respectively, purchase
contracts exceed the sales contracts with the same maturity date.



G74 Royal
Dutch/ Shell Group of Companies




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##### Table of Contents





---



20-F/A (Amendment No. 1) 2002




---





---



Exhibits




---






EXHIBIT INDEX

|        |      |  |             |                                                                                                                                                                                                                                                                                                                                                                      |      |  |     | 
|------- | ---- |  | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- |  | --- | 
|Exhibit |      |  |             |                                                                                                                                                                                                                                                                                                                                                                      | Page | 
|No.     |      |  | Description |                                                                                                                                                                                                                                                                                                                                                                      | No.  | 
|       
|        |     
|        | 1.1  |  |             | Articles of Association of Royal Dutch
    (incorporated by reference to Exhibit 1.1 to the Annual
    Report on Form 20-F (Commission File Nos. 1-3788 and
    1-4039) of Royal Dutch and Shell Transport filed with the
    Securities and Exchange Commission on March 31, 2003)                                                                                  |      |  |     | 
|        | 1.2  |  |             | Memorandum and Articles of Association of Shell
    Transport (incorporated by reference to Exhibit 4.1 to the
    Report of Foreign Issuer on Form 6-K (Commission File
    No. 1-4039) of Shell Transport furnished to the Securities
    and Exchange Commission on June 21, 2002)                                                                                |      |  |     | 
|        | 4.1  |  |             | Adjustment Agreement between Royal Dutch and
    Shell Transport dated July 5, 1907, and certain amendments
    thereto (incorporated by reference to Exhibit 4.1 to the
    Annual Report on Form 20-F (Commission File
    Nos. 1-3788 and 1-4039) of Royal Dutch and Shell Transport
    filed with the Securities and Exchange Commission on
    March 31, 2003) |      |  |     | 
|        | 4.2  |  |             | Shell Petroleum N.V. Stock Option Plan, as
    amended (incorporated by reference to the Post-Effective
    Amendment No. 1 to Registration Statement on Form S-8
    (Registration No. 333-7590) of Royal Dutch and Shell
    Transport filed with the Securities and Exchange Commission on
    June 28, 2001)                                                     |      |  |     | 
|        | 4.3  |  |             | Shell Petroleum Company Limited Stock Option Plan
    (1967), as amended (incorporated by reference to the
    Post-Effective Amendment No. 1 to Registration Statement on
    Form S-8 (Registration No. 333-7590) of Royal Dutch
    and Shell Transport filed with the Securities and Exchange
    Commission on June 28, 2001)                                   |      |  |     | 
|        | 8    |  |             | Significant Group companies as at
    December 31, 2002 (incorporated by reference to
    Exhibit 8 to the Annual Report on Form 20-F
    (Commission File Nos. 1-3788 and 1-4039) of Royal Dutch and
    Shell Transport filed with the Securities and Exchange
    Commission on March 31, 2003)                                                                   |      |  |     | 
|        | 23.1 |  |             | Consent of KPMG Accountants N.V., The Hague                                                                                                                                                                                                                                                                                                                          |      |  | E2  | 
|        | 23.2 |  |             | Consent of PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                                                                        |      |  | E3  | 
|        | 23.3 |  |             | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                               |      |  | E4  | 
|        | 23.4 |  |             | Consent of KPMG Accountants N.V., The Hague                                                                                                                                                                                                                                                                                                                          |      |  | E5  | 
|        | 23.5 |  |             | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                               |      |  | E6  | 
|        | 23.6 |  |             | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                               |      |  | E7  | 
|        | 23.7 |  |             | Consent of KPMG Accountants N.V., The Hague and
    PricewaterhouseCoopers LLP, London                                                                                                                                                                                                                                                                               |      |  | E8  | 
|        | 99.1 |  |             | Section 302 Certification of Royal Dutch                                                                                                                                                                                                                                                                                                                             |      |  | E9  | 
|        | 99.2 |  |             | Section 302 Certification of Royal Dutch                                                                                                                                                                                                                                                                                                                             |      |  | E10 | 
|        | 99.3 |  |             | Section 302 Certification of Shell Transport                                                                                                                                                                                                                                                                                                                         |      |  | E11 | 
|        | 99.4 |  |             | Section 302 Certification of Shell Transport                                                                                                                                                                                                                                                                                                                         |      |  | E12 | 
|        | 99.5 |  |             | Section 906 Certification of Royal Dutch                                                                                                                                                                                                                                                                                                                             |      |  | E13 | 
|        | 99.6 |  |             | Section 906 Certification of Shell Transport                                                                                                                                                                                                                                                                                                                         |      |  | E14 | 
|       



Exhibits      E1




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20-F/A (Amendment No. 1) 2002




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Signatures




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As to the undersigned registrant, this Amendment
No. 1 consists solely of the information referred to on the
cross-reference sheet headed Royal Dutch and does not include
the information as to Shell Transport on page 35 under the
heading Selected Financial Data, on page 37, on
pages 77 through 86 and pages S2 through S18.

The material in this Amendment No. 1 is
stated as at December 31, 2002, except that certain 2003
subsequent events are stated down to March 3, 2003.

Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant certifies
that it meets all of the requirements for filing on
Form 20-F/A and has duly caused this Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly
authorised.

N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM
MAATSCHAPPIJ

/s/ Jeroen van der Veer

-------------------------------------------------


Jeroen van der Veer


President and Managing Director


/s/ Rob Routs

-------------------------------------------------


Rob Routs


Managing Director


The Hague

June 30, 2004




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##### Table of Contents





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20-F/A (Amendment No. 1) 2002




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As to the undersigned registrant, this Amendment
No. 1 consists solely of the information referred to on the
cross-reference sheet headed Shell Transport and does not
include the information as to Royal Dutch on page 35 under
the heading Selected Financial Data, on
page 36, on pages 68 through 76 and pages R2
through R16.

The material in this Amendment No. 1 is
stated as at December 31, 2002, except that certain 2003
subsequent events are stated down to March 3, 2003.

Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant certifies
that it meets all of the requirements for filing on
Form 20-F/A and has duly caused this Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly
authorised.

THE   SHELL   TRANSPORT AND TRADING
COMPANY, PUBLIC LIMITED COMPANY



/s/ Malcolm Brinded


-------------------------------------------------


Malcolm Brinded


Managing Director


London

July 2, 2004




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