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



SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 20-F/A

(Amendment No. 1)

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

Commission file number: 1-13980

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

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

The Netherlands(Jurisdiction of Incorporation or Organization)

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

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

Title of each class

Name of each exchange on which registeredOrdinary Shares
American Depositary Shares

New York Stock Exchange*
New York Stock Exchange


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

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

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



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

Yes ý    No o

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

Item 17 o    Item 18 ý



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EXPLANATORY NOTE

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

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

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ITEM 15.A. CONTROLS AND PROCEDURES

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

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ITEM 19. EXHIBITS

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

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

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SIGNATURES

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

|                  |  | KONINKLIJKE KPN N.V.
|----------------- |  | --------------------
|                  |  | By:                 
|Date: May 4, 2004 |  |                     

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