SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
November 4, 2009
 Mr. Russell Chenu Chief Financial Officer James Hardie Industries N.V. Atrium, 8
th Floor
Strawinskylaan 3077 1077 ZX Amsterdam, The Netherlands
 RE: Form 20-F for the fiscal  year ended March 31, 2009
  File No. 1-15240

Dear Mr. Chenu:
We have reviewed this 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, 2009

Item 3 – Key Information, page 2

Selected Financial Data, page 2

1. We note that you are excluding loss from  discontinued operations, non-operating
expenses and cumulative effect of change  in accounting principle from EBITDA.
Question 14 of our FAQ Regarding the Use of Non-GAAP Financial Measures
dated June 13, 2003 clearly states that EBITDA is defined as “earnings before
interest, taxes, depreciation and amortization.”  Earnings is intended to mean net income rather than income from continui ng operations.  To the extent EBITDA is

Mr. Russell Chenu
James Hardie Industries N.V.
November 4, 2009 Page 2 of 7
not computed as commonly defined, pleas e revise the title you use in future
filings so that it conveys this.  One choice may be to call it adjusted EBITDA.
 Item 4 - Information on the Company, page 24

 History and Development of the Company, page 24

2. In future filings, please disclose the legislation under which the Company operates.  See
 Item 4.A.3 of Form 20-F.
 Dependence on Trade Secrets and Res earch and Development, page 35

3. In future filings, please disclose the exte nt to which the Company is dependent on
patents or licenses; industrial, commerc ial or financial c ontracts; or new
manufacturing processes.  See Item 4.B.6 of Form 20-F.
 Government Regulation, page 36

4. In future filings, please clearly descri be the material effects of government
regulations on the Company’s business a nd identify the applicable regulatory
body.  See  Item 4.B.8 of Form 20-F.
 Item 5 – Operating and Financial Review and Prospects, page 50

 Critical Accounting Policies, page 51

 General

5. You recorded impairment charges of $71.0 million for the year ended March 31, 2008.  To the extent that any of your long-lived assets or asset groups have estimated fair values that are not substant ially in excess of the carrying values and
to the extent that the asset amounts, in the aggregate or  individually, could
materially impact your operating results or  total shareholder’s equity, please
provide the following disclosures in future filings:
• The percentage by which fair value exceed s the carrying value as of the most-
recent test;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions that materially
deviate from your historical results, please include a discussion of these
assumptions; and
• A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.

Mr. Russell Chenu
James Hardie Industries N.V.
November 4, 2009 Page 3 of 7
Please refer to Item 303 of Regulatio n S-K and Sections 216 and 501.14 of the
Financial Reporting Codification for gui dance.  Please show us in your
supplemental response what the revisions will look like.
 Results of Operations, page 54

6. In future filings, please discuss in gr eater detail the business reasons for the
changes between periods in gross profit of each of your segments.  In doing so, please disclose the amount of each significant change between periods and the business reasons for it.  In circumstances  where there is more than one business
reason for the change, attempt to quan tify the incremental impact of each
individual business reason discussed on the overall change.  For example, you should discuss the impact on gross profit th at fluctuations in the cost of raw
materials necessary to your business ha d as discussed on page 18.  See Item
303(a)(3) of Regulation S-K.  Please show  us in your supplemental response what
the revisions will look like.
 Liquidity and Capital Resources, page 64

7. Your disclosures indicate that you fund  your working capital needs and capital
expenditure requirements through a combin ation of cash flow from operations,
proceeds from the divestiture of businesses,  credit facilities and other borrowings,
proceeds from the sale of PP&E, and proceeds from the redemption of investments.  Please further enhance your di sclosures in future filings to discuss
significant changes in your expected s ources and uses of cash from period to
period and the impact of these changes on your  liquidity and capital resources.  In
this regard, we note that significant cas h flows from your credit facilities have
been required to fund your working ca pital needs and capital expenditure
requirements.  We also note that net operating cash flows moved from a cash
inflow to a cash outflow in fiscal ye ar 2009.  When there are significant changes
in the sources and uses of cash such as the decrease in cash flow from operations, please advise how you determined that the sources will continue to be sufficient
to meet your needs.  Please show us in your supplemental response what the revisions will look like.

8. We note your credit facility agreements contain covenants th at require you to
maintain certain ratios, among other restri ctions.  For each class of debt, please
ensure that you clearly disclose in future  filings the specific terms of any material
debt covenants and whether you were in co mpliance with the covenants as of the
reporting date.  In addition, if it is re asonably likely that you will not be in
compliance with any of your material debt covenants, please disclose the required
ratios/amounts as well as the actual ratio s/amounts as of each reporting date.  This
will allow readers to understand how much  cushion there is between the required

Mr. Russell Chenu
James Hardie Industries N.V.
November 4, 2009 Page 4 of 7
ratios/amounts and the actual ratios/amount s.  Please also consider showing the
specific computations used to arrive at the actual ratios/amounts.  See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Fi nancial Measures dated June 13, 2003.
Please show us in your supplemental response what the revisions will look like.

9. Please expand your disclosure in future filin gs to discuss all material changes in
your operating activities as depicted in your statement of cash flows, including the changes in accounts and notes receivable,  inventories, and accounts payable and
accrued liabilities.  Please show us in  your supplemental response what the
revisions will look like.
 Contractual Obligations, page 68

10. Please revise your table of c ontractual obligations in future filings to include the
following:

• Estimated interest payments on your debt, and
• Planned or required payments to fund  pensions and other post-employment
benefits
Because the table is aimed at increasing transparency of cash flow, we believe
these payments should be included in the table.  Please also disclose any
assumptions you made to derive these amounts.  Please show us in your supplemental response what the revisions will look like.
 Item 6 - Directors, Senior Management and Employees, page 69

11. In future filings, please provide the info rmation required by Item 6.C.2 of Form
20-F relating to the provision of bene fits for directors upon termination of
employment or an appropriate negative statement.

Item 15 – Controls a nd Procedures, page 124

12. Please disclose in future filings whethe r there have been any changes in your
internal controls and procedures that o ccurred during the period covered by your
annual report.  Refer to paragraph (d) of Item 15 of Form 20-F.

Item 18 - Financial Statements
 General

13. You disclose on page F-14 that you consider your interest in the AICF to be variable and you consolidate the AICF in accordance with FIN 46R.  Please

Mr. Russell Chenu
James Hardie Industries N.V.
November 4, 2009 Page 5 of 7
expand the notes to your financial statemen ts in future filings to address the
disclosure requirements set forth in para graphs C4 and C5 of FSP FAS 140-4 and
FIN 46(R)-8.  Please show us in your s upplemental response what the revisions
will look like.

14. You disclose on page F-12 that you spons or both defined benefit and defined
contribution retirement plans for your employees.  Please expand your disclosure in future filings to meet the requiremen ts of paragraphs 7 and E1 of SFAS 158
regarding your defined benef it plans.  In addition, pl ease disclose the amount of
cost recognized for defined contribution re tirement plans for all periods presented
as required by paragraph 11 of SFAS 132R.  Please show us in your supplemental
response what the revisions will look like.

15. We note your disclosure on page 39 that you suspended production at two of your
plants in November 2008 and December 2008.  As such, please tell us whether
you determined that this was a triggeri ng event that would require you to test
long-lived assets for recoverability.  If you concluded that this was not a
triggering event, please elaborat e.  See paragraph 8 of SFAS 144.
 Note 2 – Summary of Significant Accounting Policies, page F-9

 General

16. Please disclose in future filings the line item(s) in which you include depreciation and amortization.  If you do not allocat e a portion of your  depreciation and
amortization to cost of goods sold, please also revise your presentation to comply with SAB Topic 11:B, which would include  revising the cost of goods sold title
and removing any references in the filing to gross profit.  Please show us in your supplemental response what the revisions will look like.
 Restricted Cash and Cash Equivalents, page F-9 and Restricted Cash and Cash
Equivalents – Asbestos, F-19

17. Please expand your disclosure in future filings to discuss the restrictions on restricted cash and cash equivalents, including the length of time the cash is restricted, and tell us what considerati on you gave to presenting restricted cash as
a non-current asset on the face of your bala nce sheets.  Please show us in your
supplemental response what the revisions will look like.
 Earnings Per Share, page F-13

18. Please disclose in future filings how you are treating the restricted shares you
have issued in computing both your basic and diluted earnings per share.  Your

Mr. Russell Chenu
James Hardie Industries N.V.
November 4, 2009 Page 6 of 7
disclosure should enable a reader to  understand how you treat both vested and
unvested restricted shares for basic EPS and for diluted EPS.  If applicable, please separately disclose how you treat unvested shares th at vest based solely on
continued employment, as well as those that vest subject to conditions.  See
paragraphs 10 and 13 of SFAS 128.  Please show us in your supplemental response what the revisions will look like.

Note 10 – Product Warranties, page F-22

19. Please enhance your disclosure in future  filings to present a summary of the
warranty liability activity for the most rece nt three years rather  than two years.
Refer to paragraph 14 of FIN 45.

Note 13 – Commitment and Contingencies, page F-29

20. You disclose on page 14 that you entered into an indemnity agreement in
connection with the sale of your fo rmer United States gypsum wallboard
manufacturing facilities in April 2002.  Please consider di sclosing in future filings
the nature of this indemnity agreement, as well as any other material indemnity agreements you have entered into, with in your commitments and contingencies
footnote.
 Note 14 – Income Taxes, page F-32

21. Given your disclosure on page 9 that  you may not have sufficient Australian
taxable income in future years to utilize the tax deductions resulting from the funding payments under the Amended FFA to the AICF, please enhance your disclosure in future filings to disc uss the positive and negative evidence you
considered in reaching your conclusion that a valuation allowance was not necessary for a significant portion of your  deferred tax assets as of March 31,
2009.  Refer to paragraphs 20 to 25 of SFA S 109.  Show us in your supplemental
response what the revisions will look like.

*    *    *    *
 Please respond to these comments within  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 supplemental 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
James Hardie Industries N.V. November 4, 2009 Page 7 of 7
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts 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 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 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 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 Jessica Kane, Staff Attorney, at (202) 551-3235 or, in her
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, Jeanne Ba ker, Assistant Chief Accountant at (202)
551-3691 if you have questions regarding comm ents on the financial statements and
related matters.

 Sincerely,
 Rufus Decker
 Accounting Branch Chief