SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             January 31, 2008

Russell Chenu Chief Financial Officer James Hardie Industries N.V. Atrium 8
th Floor
Strawinskylaan 3077 1077 ZX Amsterdam  The Netherlands
 RE: James Hardie Industries N.V.
Form 20-F for Fiscal Year Ended March 31, 2007
File No. 1-15240

Dear Mr. Chenu:
   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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with 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 re view 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 YEAR ENDED MARCH 31, 2007

Risk Factors, page 6
1. In future filings, please provide the info rmation investors need to assess the
magnitude of the risk. For example, to th e extent material to  understanding the
magnitude of the risk, provide the fo llowing quantitative information:

• Quantify the payments to the special purpose fund that provides compensation
for Australian asbestos-related personal injury claims against former
companies of the James Hardie Group.

Mr. Russell Chenu
January 31, 2008
Page 2
• Quantify your indemnification obliga tions to the buyer of your former
Gypsum manufacturing facilities for asbestos-related claims.
• Quantify your indemnification obligations  for costs, penalties, fees and
expenses incurred by current or former di rectors, officers or employees of the
James Hardie Group.
• Quantify your reserves for warranty-re lated claims and legal proceedings.
 Item 5 – Operating and Financial Review and Prospects, page 47

 Year Ended March 31, 2007 Compared to Year Ended March 31, 2006, page 52

2. We note that you discuss the changes in ne t sales in Australian dollars in a more
comprehensive manner that your discussion of changes in your US dollar sales. For example, you indicate that net sale s for your Asia Pacific Fiber Cement
segment increased 4% from $241.8 million in fiscal 2006 to $251.7 million in fiscal year without addressi ng the reasons for increase in US dollar sales of 4%.
You do however disclose that in your As ia Pacific Fiber Cement segment, net
sales in Australian dollars increased 2% due to a 6% increase in sales volume from 368.3 million square feet to 390.8 milli on square feet, partly offset by a 3%
decrease in the average Australian dollar net sales price.   Please revise to
adequately discuss and quantify the reas ons for the changes in your US dollar
sales.

Controls and Procedures, page 118

3. We note your disclosure that contro ls and procedures can provide only
“reasonable assurance” regarding manage ment’s control objectives.  Please
confirm to us, and revise future filings to clarify, if true, that your officers
concluded that your disclosure controls  and procedures ar e effective at the
reasonable assurance level.

12. Commitments and Contingencies, page F-20
 Commitment to provide funding on a long-term  basis in respect of asbestos-related
liabilities of former subsidiaries, page F-20
4. On page F-21, you indicate that as of  March 31, 2007 the undiscounted value of
the central estimate of the asbestos-relat ed liabilities of Amaca and Amaba as
determined by KPMG Actuaries was approximately $2.3 billion. You further indicate that this central estimate was calculated in accordance with Australian
Actuarial Standards, which differ from accounting principles generally accepted
in the United States of America and that this undiscounted centr al estimate is net
of expected insurance rec overies of $393 million.  You also indicate that the
undiscounted range of potential costs was $1.3 billion to $4.1 billion.  We assume
that, based on these disclosures and your  tabular presentation presented on page

Mr. Russell Chenu
January 31, 2008
Page 3
F-22 that for US GAAP purposes, specifica lly FIN14, there was no amount within
your range of loss that was a better estim ate than any other amount such that you
accrued the lower end of the range of loss.  Please revise your disclosures to better
clarify your accounting.  In addition, please further clarify that for US GAAP
purposes, specifically FIN39, you have not net the $393 million insurance recoveries against your asbestos-related liabilities and th at pursuant to paragraph
140 of SOP 96-1 you have only recorded probable insuran ce recoveries.   Please
revise your disclosures throughout the filing to provide these clarifying disclosures.
5. We note your tabular presentation of the adjustments to the net Amended FFA
liability presented on page F-21.  For readers of your US GAAP financial
statements, please also provide a rollforward  of your gross asbestos liability for
each balance sheet date presented.  Separa tely disclose changes in your estimated
future asbestos-related liabilities from your from your funding payments.  In this
regard, we note that you recognized $405.5 million in asbestos adjustments during
the year ended March 31, 2007.  Your di sclosures on page 54 indicate that $335.0
million of this adjustment relates to the tax effect related to the implementation of the Final Funding Agreement.  Please clar ify supplementally and revise your
disclosures to clarify w hy taxes impact your FFA liability and the related
provision you have recognized during the period.

Australian Securities and Investments Commission (“ASIC”) Proceedings and
Investigation, page F-25
6. You indicate that there remains considerable uncertainty surrounding the likely
outcome of the ASIC proceedings in the l ong term and there is a possibility that
the related costs could be material.  Howeve r, at this stage, it is not possible to
determine the amount of su ch liability.  Therefor e, both the probable and
estimable requirements under SFAS 5 for recording a liability have not been met.
While the probable and estimable requirements for recording a liability may not have been met, you indicate that there is a possibility that th e related costs could
be material.  Please tell us  and disclose whether ther e is at least a reasonable
possibility that a loss has b een incurred as well as the corresponding possible loss
or range of loss resulting from the ASIC proceedings.  Refer to paragraph 10 of SFAS 5.

*    *    *    *

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

Mr. Russell Chenu
January 31, 2008 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
their filings;
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Brigitte Lippmann, Staff Attorney, at (202) 551-3713 or, in her
absence, Pamela Long, Assistant Director, at (202) 551-3765 if you have any questions
regarding legal matters.  Please contact Erne st Greene, Staff Accountant, at (202) 551-
3733 or in his absence, Jeanne Baker, Assistant Chief Accountant,  at (202) 551-3691, if
you have questions regarding comments on the financial statements and related matters.

  Sincerely,
           R u f u s  D e c k e r
       Accounting Branch Chief