SecProbe.io

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February 3, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Louis Gries
James Hardie Industries N.V.
4th Level, Atrium, unit 04-07
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands

Re: 	Form 20-F for the fiscal year ended March 31, 2004
Form 6-K filed December 15, 2004
Form 6-K filed December 21, 2004
File No. 001-15240

Dear Mr. Gries:

      We have reviewed your filing and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 20-F FOR THE FISCAL YEAR ENDED MARCH 31, 2004

Comments applicable to your overall filing

1. We note that you filed a Form 12b-25 on October 1, 2004
indicating
that you could not file your Form 20-F within the prescribed time
period.  We further note that you did not file your Form 20-F
within
15 days following the due date for the Form 20-F.  Please be
advised
that you will not be eligible to use Form F-3 until you have filed
in
a timely manner all reports required to be filed for a period of
12
months.  See Instruction A.2 of Form F-3.

2. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.  In addition, please provide to us
supplementally the proposed revisions that you will make in
response
to our comments.

Selected Financial Data, page 2

3. Please provide a reconciliation of adjusted EBITDA to cash
flows
from operations, as this is the most directly comparable GAAP
financial measure to adjusted EBITDA when it is presented as a
liquidity measure.

Item 3. Key Information, page 2

Risk Factors, page 5

The Government of the State of New South Wales has announced...,
page
7

4. Please quantify the risk to your company with respect to the
potential rescission of the cancellation of your A$1.9 billion
partly-paid shares so that a reader may assess the magnitude of
the
risk.

We may incur costs of current and former officers and
employees...,
page 8

5. Please describe with greater specificity your indemnification
obligations and explain the circumstances under which your
indemnification obligations could be triggered.  In addition,
please
address the application of your indemnification obligations to the
proceedings of the SCI and the other regulatory bodies described
in
your filing.  In this regard, we note your disclosure on page 35
regarding the SCI`s adverse findings against Messrs. Macdonald and
Shafron.

Item 4. Information on the Company, page 16

Corporate Restructuring, page 17

6. Please describe with greater specificity your 1998 and 2001
reorganizations, specifically tracing the movement of assets,
businesses and subsidiaries, so that a reader can understand the
present structure of your company.  In this regard, we note your
disclosure on page F-7.

7. Please describe the relationship between you and RCI Holdings
Pty
Ltd.

8. Please describe generally the meaning of partly-paid shares as
a
reader may not be familiar with this type of security.  In
addition,
please describe with greater specificity the terms of the partly-
paid
shares you held in ABN 60.

Capital Expenditures, page 27

9. We note that you expect the level of your capital expenditures
to
continue to be substantial.  Please describe with greater
specificity
these expected capital expenditures, including the amount of
capital
expenditures you expect to incur.

Mines, page 32

10. Please advise us as to whether you have considered Industry
Guide
7.

Special Commission of Inquiry, page 34

11. We note that you state on page 17 that the SCI`s report to the
NSW Government supported certain allegations made against you and
certain of your personnel.  Please describe with greater
specificity
these allegations and findings, including the adverse findings
relating to Messrs. Macdonald and Shafron.

12. We note that you engaged an actuary to determine potential
asbestos-related liabilities.  We further note that a sensitivity
analysis was also prepared.  Either identify the actuary and the
party that prepared the sensitivity analysis and file their
consents
or delete any references to them from your filing.

13. Please describe the effects on your company that would result
from the rescission of the cancellation of your partly-paid shares
in
ABN 60.

14. In your risk factors and your legal proceedings sections, you
disclose that the SCI concluded that the establishment of the
Foundations was "legally effective" and that no significant
liabilities for asbestos claims could likely be assessed directly
against JHI NV or other James Hardie entities.  On page 35, you
cite
"significant hurdles" to establishing liability and "further
hurdles"
to establishing substantial recovery by potential claimants
against
the James Hardie entities.  In this context, please explain why
your
company is therefore recommending that shareholders approve the
provision of additional funding to compensate future claimants for
asbestos-related injuries for which Amaca and Amaba are liable.
Please also elaborate on the role of the NSW Government in this
regard.  For example, why is it necessary that the NSW Government
concur in any proposal for James Hardie to provide funding to the
Foundations?  We may have additional comments upon review of your
proposed disclosure.

Item 5. Operating and Financial Review Prospects, page 38

Results of Operations, page 41

15. Given that you may be obligated to pay material amounts as a
result of asbestos-related liabilities, revise your filing to
provide
each of the disclosures required by SAB Topic 5:Y, related to your
past asbestos-related activities.  Your disclosure should be
broken
down by country and include the number of claims pending at each
balance sheet date, the number of claims filed for each period
presented, the number of claims dismissed, settled, or otherwise
resolved for each period, and the average settlement amount per
claim.  Your disclosure should also address historical and
expected
trends in these amounts and their reasonably likely effects on
operating results and liquidity.  Please revise your disclosure in
your financial statements as well.

Liquidity and Capital Resources, page 52

Cash Flow Provided by Operating Activities, page 53

16. Your presentation of net income after adjusting for the gain
on
disposal of subsidiaries and businesses and the gain on sale of
land
and buildings represents a non-GAAP measure that is subject to the
restrictions and disclosures of Item 10(e) of Regulation S-K.
This
also applies to your discussion in the following sentence of the
change between periods in your cash flows from operating
activities
after further adjustments for non-cash items included in net
income.
Please revise your disclosures accordingly.  Also, tell us how you
met the criteria in paragraph 10(e)(1)(ii)(A) or (B), as
applicable,
for each period being compared.  See paragraph (e) of General
Instruction C to Form 20-F.

Capital Requirements and Resources, page 53

17. We note that the purchase obligations in your contractual
obligations table on page 56 primarily represent commitments for
capital expenditures.  Please describe with greater specificity
these
capital expenditure commitments.

Item 6.  Directors, Senior Management and Employees, page 58

Board Practices and Senior Management, page 58

Standard of Performance, page 59

18. We note that you engaged a consultant to review the
performance
of your board of directors.  Please describe with greater
specificity
the consultant`s findings and any actions that you have taken in
response to these findings.
Recent Developments, page 61

19. Please disclose the reasons why Messrs. Macdonald, Shafron and
Zwinkels resigned their positions with you.  In addition, it
appears
that they continue to be engaged by you in certain capacities.
Please advise us as to the nature of their responsibilities and
the
terms of any agreements they may have with you.

Compensation, page 67

20. Please disclose the total amounts you have set aside or
accrued
to provide pension, retirement or similar benefits.  See Item
6.B.2.
of Form 20-F.

Share Ownership, page 75

21. Please add the share ownership of Donald Merkley, David
Merkley
and P.J. Shafron to your table.  In this regard, we note that each
holds options that are exercisable within 60 days of October 31,
2004.

Option Ownership, page 76

22. Please expand your disclosure to provide vesting and
exercisability information for each option.

23. We note that the expiration dates of the options held by Mr.
Macdonald do not match your disclosure on pages 77 and 78.  Please
reconcile.  In addition, please advise us as to whether the
options
held by Messrs. Morley, Shafron and Zwinkels will expire earlier
as a
result of their resignations.

Equity Plans, page 77

24. It appears that you have the following equity plans: the three
Macdonald Share Option Plans, the 2001 Equity Incentive Plan, the
Executive Share Purchase Plan, the Economic Profit Incentive Plan,
the Supervisory Board Share Plan and the Key Management Shadow
Stock
Incentive Plan.  We also note that you do not refer to these plans
consistently throughout your filing.  For example, see page 69.
Please refer to these plans consistently throughout your filing so
as
not to confuse the reader.  In addition, please describe the
material
terms of each of these plans in this subsection and disclose the
amounts issued in past three years under each of these equity
plans.

Item 7.  Major Shareholders and Related Party Transactions, page
80

Related Party Transactions, page 82

25. Please disclose whether you have established procedures for
the
review and pre-approval of all transactions between you and your
directors, executive officers and other affiliates.

Item 8.  Financial Information, page 83

26. Please disclose the information required by Item 8.A.8. of
Form
20-F.

Item 10.  Additional Information, page 86

27. Please disclose the information required by Item 10.B.2 of
Form
20-F.

Item 15.  Controls and Procedures, page 103

28. We note your disclosure stating that your Interim CEO and
Interim
CFO have "concluded that, as of such date, [your] disclosure
controls
and procedures are effective to ensure that information relating
to
[you] (including [your] consolidated subsidiaries) required to be
disclosed in the reports that [you] file or submit under the
Exchange
Act is recorded, processed, summarized and reported within the
time
periods specified in the applicable SEC rules and forms."  This
description appears to be based upon the definition of disclosure
controls and procedures set forth in Rule 13a-15(e) under the
Exchange Act.  As described, however, the evaluation does not
fully
conform to the definition in the rule.  Specifically, the
description
does not indicate that your disclosure controls and procedures are
designed to ensure that information is accumulated and
communicated
to management, including the principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Please confirm this to us and revise accordingly.  Alternatively,
you
may simply state that your certifying officers concluded on the
applicable dates that your disclosure controls and procedures were
effective.

Item 16A.  Audit Committee Financial Expert, page 103

29. Please disclose the information required by Item 16A(a)(2) of
Form 20-F with respect to independence.

Item 16B.  Code of Ethics, page 103

30. Please describe with greater specificity the revisions and
updates you made to your code of ethics in 2003.  In addition,
please
advise us as to whether you have granted any waivers from the
provisions of your code of ethics.

Item 16C.  Principal Accountant Fees and Services, page 103

31. Please disclose the information required by Items 16C(a)
through
(d) of Form 20-F in this subsection rather than as a cross
reference
to your financial statements.  In addition, please consider
providing
the information required by these paragraphs in a tabular format.
Finally, please disclose the amount of fees incurred with respect
to
the category "All Other Fees."

32. Please disclose the information required by Item 16C(f) of
Form
20-F.

Item 18.   Financial Statements, page 104

33. Please advise us as to the reasons why you have not
incorporated
by reference pages F-49 through F-51.

Item 19.  Exhibits, page 104

34. Please file as an exhibit each of the following or explain to
us
why it should not be filed as an exhibit:

* distribution agreements upon which your business is
substantially
dependent, as referenced on page 10;

* executive share purchase plan;

* economic profit incentive plan;

* key management shadow stock incentive plan;

* revolving loan facility, and any amendments thereto;

* stand-by loan facility, and any amendments thereto;

* consulting agreement with Mr. Macdonald; and

* severance agreement with Mr. Macdonald.

35. It appears that you have filed the consent of your independent
registered public accounting firm under the incorrect item number.
Please revise accordingly.

36. Please consider re-filing those exhibits that you have
incorporated by reference from paper filings and that are not
available electronically on EDGAR.

Financial Statements

Note 2 - Summary of Significant Accounting Policies, page F-7

37. Please disclose the types of expenses that you include in the
cost of goods sold line item and the types of expenses that you
include in the selling, general and administrative expenses line
item.  Please also disclose whether you include inbound freight
charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and the other costs of
your distribution network in the cost of goods sold line item.
With
the exception of warehousing costs, if you currently exclude a
portion of these costs from cost of goods sold, please disclose:

	in a footnote the line items that these excluded costs are
included in and the amounts included in each line item for each
period presented, and

	in MD&A that your gross margins may not be comparable to
those
of other entities, since some entities include all of the costs
related to their distribution network in cost of goods sold and
others like you exclude a portion of them from gross margin,
including them instead in a line item, such as selling, general
and
administrative expenses.

38. Please disclose your accounting policy for shipping and
handling
costs.  In doing so, disclose both the line item in which you
include
amounts paid by customers to you for shipping and handling and the
line item(s) in which you include your actual costs for shipping
and
handling.  If you do not include all of your actual costs for
shipping and handling in cost of goods sold, also disclose the
amounts of your actual costs for shipping and handling excluded
from
cost of goods sold for each period presented as required by
paragraph
6 of EITF 00-10.

39. Your disclosure that machinery and equipment have estimated
useful lives that range from 5 to 27 years is quite broad.  Please
separatel