FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PHILIPS BUSINESS ELECTRONICS INTERNATIONAL BV   2. Issuer Name and Ticker or Trading Symbol FEI CO [FEIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) GLASLAAN 2 3. Date of Earliest Transaction (Month/Day/Year) 08/25/2004 (Street) EINDHOVEN, THE NETHERLANDS 5616 LW 4. If Amendment, Date Original Filed(Month/Day/Year) 02/06/2004 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/25/2004   P   14,436 A (1) 8,406,007 D   Common Stock 12/20/2006   S   8,406,007 D $ 25 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PHILIPS BUSINESS ELECTRONICS INTERNATIONAL BV GLASLAAN 2 EINDHOVEN, THE NETHERLANDS 5616 LW		X
KONINKLIJKE PHILIPS ELECTRONICS NV GLASLAAN 2 EINDHOVEN, THE NETHERLANDS 5616 LW		X

Signatures

/s/ G.J. KLEISTERLEE, President & CEO, KONINKLIJKE PHILIPS ELECTRONICS N.V.		12/20/2006
**Signature of Reporting Person		Date
/s/ P.J. SIVIGNON, Executive Vice President & CFO, KONINKLIJKE PHILIPS ELECTRONICS N.V.		12/20/2006
**Signature of Reporting Person		Date
/s/ P.J. SIVIGNON, Authorised Person, PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.		12/20/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a Combination Agreement, dated November 15, 1996, as supplemented by an agreement effective as of December 31, 2000 (the "Combination Agreement"), by and among Philips Business Electronics International B.V. ("PBE"), Koninklijke Philips Electronics N.V. ("Philips") and FEI Company (the "Issuer"), PBE has the right to receive from the Issuer, from time to time, without the payment of any additional consideration, additional shares of Common Stock when options, warrants, convertible securities or other rights to acquire shares of Common Stock outstanding (or issuable without further action by the Issuer's board of directors) as of February 21, 1997, are exercised or converted. PBE is a wholly-owned subsidiary of Philips. Accordingly, securities owned by PBE may be deemed beneficially owned by Philips.

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