SecProbe.io

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March 17, 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 February 18, 2004
File No. 001-15240

Dear Mr. Gries:

      We have reviewed your response 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

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

1. We note your response to our prior comment 4.  Please explain
why
the risk described under this subheading is a material risk to
your
company if you do not believe that the rescission of the
cancellation
of your partly-paid shares would result in your company being
exposed
to material liability.
Results of Operations, page 41

2. We have reviewed your response to comment 15.  We note that you
do
not believe you are currently obligated to pay any material
amounts
as a result of asbestos-related liabilities.  However, we also
note
that the first principle underlying the Heads of Agreement you
signed
in December 2004 is that "James Hardie will provide funding on a
long-term basis to a [fund] which will be applied to paying proven
claims now and into the future, and in dealing with claims."
Despite
the fact that the Heads of Agreement are an agreement in
principle,
it appears that your assumption of the asbestos-related obligation
is
at least reasonably possible and that you "may be obligated to pay
material amounts" as a result.  Accordingly, we believe an
understanding of the asbestos claims activity to date is necessary
for readers to evaluate the potential impact of your voluntary
funding proposal and the Heads of Agreement.  Please revise your
disclosure accordingly.

Environmental, page F-21 and Legal, page F-21

3. We have reviewed your response to comment 43.  We assume your
reference to legal costs related to the SCI report as being
"unable
to be determined at this time" refers to an inability on your part
to
estimate the amount of the loss rather than an inability to assess
the contingency using the terms of paragraph 3 of SFAS 5.  If you
are
unable to estimate the reasonably possible loss, revise to
disclose
that such losses are reasonably possible but cannot be estimated
as
required by paragraph 10 of SFAS 5.  Alternatively, if you are
unable
to assess the contingency using the terms of paragraph 3, absent
an
assessment that such losses are remote, they are at least
reasonably
possible.  If they are reasonably possible, you should revise your
disclosure to state that they are and provide an estimate in
accordance with paragraph 10.

Amaca Pty Ltd, Amaba Pty Ltd and ABN 60, page F-21

4. We are still evaluating your response to comment 44.  We may
have
further comment.

5. We have reviewed your response to comment 45.  As previously
requested please supplementally provide us with the activity
related
to the numbers of open cases, new cases, and closed cases during
each
of the past five years and the average settlement per case closed.

Special Commission of Inquiry, page F-22

6. We have reviewed your response to comment 47.  Please revise
the
fourth full paragraph on page F-23 to specify the undiscounted
amount
of the shortfall.  Please note that discounting is generally
appropriate when the aggregate amount of the liability and the
amount
and timing of the cash payments are fixed or reliably
determinable.
This does not appear to be the case with the amount of the
shortfall,
particularly in light of your response to comment 50.

7. We have reviewed your response to comment 49.  Please note that
footnote 22 to paragraph 35 of FASB Concept Statement 6 clarifies
that the meaning of "obligations in the definition [of a
liability]
is broader than legal obligations. It is used with its usual
general
meaning to refer to duties imposed legally or socially; to that
which
one is bound to do by contract, promise, moral responsibility, and
so
forth.  It includes equitable and constructive obligations as well
as
legal obligations."  The factors you describe in your response to
comment 49 appear to describe an obligation as defined in the
Concept
Statement.  We note you refer to entering discussions with the aim
of
honoring your "moral" obligation in 49(h), in addition to the
factors
discussed in 49(d).

Accordingly, our focus is on the probability that you will fund
asbestos claims rather than on the exact nature of the underlying
obligation.  In your press release dated December 21, 2004,
Chairwoman Hellicar is quoted as saying that the Heads of
Agreement
"is expected to provide claimants and their families with
assurance
that their claims will be met..." and that "[y]our commitment
reflects the fact...that James Hardie did not restructure its
affairs...to avoid liability for asbestos claims."  A February 14,
2005 press release discloses that your Board of Directors believes
it
would be inappropriate to declare an interim dividend due to the
future funding requirements for asbestos claims.  These factors
appear to indicate both that a future sacrifice of economic
benefits
related to your past activities is anticipated, and that your
obligation to fund the claims, which prior to your restructuring
included a legal component, continues despite the elimination of
the
legally binding element.

Furthermore, given the possibility of retroactive legislative
discussed in your response to comment 4 and elsewhere, it is
unclear
whether the legally binding component of your obligation would be
restored were you to resist the asbestos liability.  In this
regard,
we note the statements of the NSW Premier, the Australian
Attorney-
General, and the Ministerial Council for Corporations in favor of
legislative intervention to restore the legally binding nature of
your obligation.  We also note that the Australian Federal
Government
passed to the James Hardie Act of 2004 to abrogate the
professional
privilege that would otherwise attach to documents relevant to
matters under investigation by the Australian Securities and
Investments Commission.

Please provide us with additional information to help us
understand
why you do not consider it probable that you will fund the claims
of
asbestos disease sufferers and their families.
8. We have reviewed your response to comment 50.

(a)	The existence of various estimates and actuarial studies of
the
aggregate claims appears to argue against your conclusion that the
potential asbestos-related liability is not estimable.  Please
tell
us what estimates other than the KPMG analysis you commissioned to
estimate the potential liability as of June 30, 2004.  Please also
tell us why it is not reasonably possible to choose between them
or
to rely on the KPMG report as an estimate as of that date,
particularly given that the initial funding under the Heads of
Agreement is to be based on the KPMG report.  Please also tell us
who
you have commissioned to perform the updated actuarial study
referred
to in your response to comment 60.

(b)	In the government sponsored negotiations to date, please tell
us
whether any parties other than Amaca, Amaba, ABN 60, or you have
been
discussed as potentially satisfying any portion of the asbestos-
related shortfall.  Please also tell us whether any other
potentially
responsible party outside the group of present and former James
Hardie companies has participated in the negotiations to date or
in
the discussions leading to the Heads of Agreement.  If there are
no
other potentially responsible parties, please provide us with
additional information to help us understand why you believe there
is
an allocation problem preventing an approximate calculation of the
portion of the shortfall for which you will ultimately be
responsible.

Please also note that the gestation period for asbestos-related
injuries is not generally considered to be a bar to the estimation
of
unreported claims.

(c)	It appears that the primary assumptions driving the
estimation
of the ultimate liability would be factors such as those you
discussed in your response to comment 48.  It is unclear how the
lack
of an upper limit to the demands made against you by the ACTU and
UnionsNSW would prevent the estimation of a potential loss based
on
the number of claims, average cost per claim, inflation,
settlement
rate, and similar factors.  Please advise or revise.

(d)	Please refer to our comments regarding probability related to
your response to comment 49.

  ABN 60 Indemnity, page F-26

9. We have reviewed your response to comments 51 and 52.  Please
revise your discussion of the indemnity and the interim funding
agreement to provide the disclosures required by paragraph 13(b)
of
FIN 45.
Note 15 - Other Operating (Expense) Income, page F-28

10. We have reviewed your response to comment 54.  Please
supplementally provide us with a rollforward of claims outstanding
for each period presented through the most recent practicable
date.
The rollforward should include the number of claims filed for each
period presented, the number of claims dismissed, settled, or
otherwise resolved for each period.  In addition, please
supplementally tell us the average settlement amount per claim.

Note 17 Discontinued Operations, page F-33

ABN 60, page F-35

11. As previously requested in comment 57, please supplementally
tell
us whether the indemnity to the ABN 60 Foundation is limited to
claims related to periods prior to the disposal of ABN 60.

FORM 6-K FILED FEBRUARY 18, 2005

Exhibit 99.1

12. Your statement that "excluding [SCI investigation] costs, the
3rd
quarter operating profit from continuing operations was 11%
higher,
at US$31.5 million" is not consistent with our understanding.  It
appears that adding back the $15.9 million in SCI costs from 3rd
quarter operating profit from continuing operations of $19.8
million
would increase that measure by 80% to $35.7 million.  Please
advise
or revise.

*	*	*	*

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Scott Watkinson, Staff Accountant, at (202)
942-2926 or, in his absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
the
undersigned at (202) 942-1950 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Mark W. Shurtleff
Mr. Eric C. Nelson
Gibson, Dunn & Crutcher LLP
Jamboree Center
4 Park Plaza, Suite 1400
Irvine,  CA 92614
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Mr. Louis Gries
March 17, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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