As
  filed with the Securities and Exchange Commission on March 11, 2005

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SECURITIES AND EXCHANGE
COMMISSION

Washington,
  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, 2004 | 
|  | OR                                                                                                                                                 | 
|o | TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934                                                      | 

Commission file number: 1-13980

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 exchangeon
    which registered   
|-------------------------------------------------------- | ---------------------------------------------------------
|                                                         |                                                          
|Ordinary 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, 2004, the close of the period covered by the annual report:


| | • | 2,329,399,968 Ordinary
    Shares; and
| | - | --------------------------------------
| |   |                                       
| | • | 1 Special Share                       

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


|Yes  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 to our Form 20-F for the fiscal year ended
    December 31, 2004 originally filed on March 8, 2005 (the Original
    Form 20-F) to include the full text of Exhibit 4.4.
    No other information in the Original Form 20-F is amended hereby.


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SIGNATURES

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


|                           | KONINKLIJKE
        KPN N.V.
|-------------------------- | ----------------------------
|                           |                             
|Date:
      March 11, 2005 | By:                         
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