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corresp

December 2, 2009

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Stop 4631

Washington D.C. 20549

Attention: Mr. Rufus Decker

    Re:

    James Hardie Industries N.V.

    File No. 1-15240

    Form 20-F for the fiscal year ended March 31, 2009

Dear Mr. Decker:

     Transmitted herewith are the responses of James Hardie Industries N.V. (the “Company”) to the
Staff’s comment letter dated November 4, 2009 (the “Comment Letter”), regarding the Company’s
Annual Report on Form 20-F for the fiscal year ended March 31, 2009 (the “20-F”). For ease of
reference, the Company has reproduced the comments set forth in the Comment Letter, as numbered, in
bold type before each of its responses below. Unless otherwise noted, page numbers included herein
are page references to the Company’s 20-F, and capitalized terms used but not defined herein have
the same meanings ascribed to such terms in the 20-F. Courtesy copies of this letter are being
delivered to Jay Ingram, Jeanne Baker, Jessica Kane and Jeffrey Gordon.

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 l4 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 continuing operations. To the
extent EBITDA is not computed as commonly defined, please revise the title you use in future
filings so that it conveys this. One choice may be to call it adjusted EBITDA.

    We note the Staff’s comment and will revise the title to “Adjusted EBITDA” in our future
filings to the extent EBITDA is not computed as commonly defined.

Mr. Rufus Decker

Securities and Exchange Commission

Page 2

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.

    We note the Staff’s comment seeking disclosure of the legislation under which the Company
operates. We respectfully submit that the Company has disclosed in the 20-F the legislation
under which it currently operates. Specifically, on page 24 of the 20-F, the Company states
that it “operates under Dutch law.” Also, as disclosed on page 6 of the 20-F and in the
Company’s Registration Statement on Form F-4 (File Number 333-160177) (the “F-4”), we are in
the process of transforming the Company into a European Company (Societas Europaea (“SE”))
and transferring the Company’s corporate domicile from The Netherlands to Ireland (See page
7 of the F-4). If and when the Company’s corporate domicile is successfully transferred to
Ireland, it will operate under Irish law. Until such time, the Company will continue to
operate under Dutch law. Furthermore, upon transformation to an SE, the Company also will be
subject to European Union Council Regulations and relevant European Union Directives in
addition to Dutch or Irish law, as applicable.

Dependence on Trade Secrets and Research and Development, page 35

    3.

    In future filings, please disclose the extent to which the Company is dependent on patents or
licenses; industrial, commercial or financial contracts; or new manufacturing processes. See
Item 4.B.6 of Form 20-F.

    We note the Staff’s comment seeking disclosure of the extent to which the Company is
dependent on patents or licenses; industrial, commercial or financial contracts; or new
manufacturing processes. As disclosed on pages 19, 20, 33, 35, 50 and 67 of the 20-F, the
Company has a variety of patents and licenses; industrial, commercial and financial
contracts; and manufacturing processes. The Company will include the following disclosure
to clarify its dependence on patents, licenses; industrial, commercial or financial
contracts; or new manufacturing processes in future filings on Form
20-F:

    The Company has a variety of patents and licenses; industrial,
commercial and financial contracts; and manufacturing processes. While the
Company is dependent on the competitive advantage that these items provide as a whole,
the Company is not dependent on any one of them individually and does not consider any one of
them individually to be material.

Mr. Rufus Decker

Securities and Exchange Commission

Page 3

Government Regulation, page 36

    4.

    In future filings, please clearly describe the material effects of government regulations on
the Company’s business and identify the applicable regulatory body. See Item 4.B.8 of Form
20-F.

    We note the Staff’s comment requesting that we clearly describe the material effects of
government regulations on the Company’s business and identify the applicable regulatory
body. Similar to many other multinational corporations that own assets, manufacture and sell
products in numerous countries around the world, the Company is subject to many regulations
in numerous jurisdictions, including, without limitation, the Dutch Authority Financial
Markets, the Australian Securities Exchange (“ASX”), the Australian Securities and
Investments Commission (“ASIC”), James Hardie (Civil Liability) Act 2005 (NSW), James Hardie
(Civil Penalty Compensation Release) Act 2005 (NSW), James Hardie (Winding up and
Administration) Act 2005 (NSW), the U.S. Securities and Exchange Commission (“SEC”), the New
York Stock Exchange (“NYSE”), U.S. environmental regulations and U.S. health and safety
regulations. Furthermore, upon transformation to an SE, the Company also will be subject to
European Union Council regulations and relevant European Union Directives. While these
regulations generally affect the Company’s business, none of them individually stands out as
more material than any other government regulation. As noted above in our response to
comment 2, if the Company is successful in transferring its corporate domicile to Ireland,
the Company will become subject to a variety of Irish regulations (See page 36 of the F-4
for a summary of the features of Irish company law) and will describe, to the extent
material, the Irish regulations to which the Company is subject in its next 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 substantially 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 exceeds the carrying value as of the most-recent
test;

    •

    A description of the assumptions that drive the estimated fair value;

Mr. Rufus Decker

Securities and Exchange Commission

Page 4

    •

    A discussion of the uncertainty associated 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.

    Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the
Financial Reporting Codification for guidance. Please show us in your supplemental
response what the revisions will look like.

    We note the Staff’s comment and, in future filings on Form 20-F, the Company will
provide the disclosures indicated above, to the extent that any of our long-lived
assets or asset groups have estimated fair values that are not substantially in
excess of the carrying values and to the extent that the asset amounts, in the
aggregate or individually, could materially impact our operating results or total
shareholder’s equity. We supplementally advise the Staff that as of March 31, 2009,
none of our long-lived assets or asset groups have estimated fair values that were
not substantially in excess of the carrying values and accordingly, do not believe
any revisions of the 20-F disclosure would be required in future filings in response
to the Staff’s comment.

Results of Operations, page 54

    6.

    In future filings, please discuss in greater 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 quantify
the incremental impact of each individual business reason discussed on the overall change.
For example, you should discuss the impact on gross profit that fluctuations in the cost of
raw materials necessary to your business had 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.

    We note the Staff’s comment seeking disclosure of the business reasons for the changes
between periods in gross profit of each of our segments. We respectfully submit that the
Company has disclosed, on page 56 of the 20-F, business reasons for the changes between
periods and the business reasons for it.

    However, based on the Staff’s comment, the Company will provide additional disclosure in our
gross profit discussion in future filings (beginning with our third quarter ended December
31, 2009 results, which will be furnished via Form 6-K) to further explain the significant
business reasons for changes in our gross profit in each segment.

Mr. Rufus Decker

Securities and Exchange Commission

Page 5

    The following is an example of what the revisions will look like based on the 20-F page 56
for our USA and Europe Fiber Cement segment:

    USA and Europe Fiber Cement gross profit decreased 29% compared to
fiscal year 2008 due to lower sales volume (21%) and higher average
unit manufacturing costs (8%). The higher average unit manufacturing
costs were the result of fixed costs being absorbed over significantly
reduced volumes. The gross profit margin of our USA and Europe Fiber
Cement business decreased 4.1 percentage points in fiscal year 2009.

Liquidity and Capital Resources, page 64

    7.

    Your disclosures indicate that you fund your working capital needs and capital expenditure
requirements through a combination 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 disclosures in
future filings to discuss significant changes in your expected sources 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 cash flows from your credit facilities have been
required to fund your working capital needs and capital expenditure requirements. We also
note that net operating cash flows moved from a cash inflow to a cash outflow in fiscal year
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.

    We note the Staff’s comment and will revise our future filings (beginning with our third
quarter ended December 31, 2009 results, which will be furnished via Form 6-K) to discuss
significant changes in our expected sources and uses of cash from period to period and the
impact of these changes on our liquidity and capital resources. When there are significant
changes in the sources and uses of cash, we will discuss how we determined that the sources
will continue to be sufficient to meet our needs.

    The following is an example of the additional disclosure that will be added in the Liquidity
and Capital Resources section in our future filings:

    During fiscal year 2009, there were two significant cash outflows
which caused net operating cash flow to be negative: the payment to
the AICF of $110.0 million and the ATO settlement payment of $101.6
million. These two significant cash outflows resulted in the need for
cash to be provided by financing activities of $25.0 million,

Mr. Rufus Decker

Securities and Exchange Commission

Page 6

    which
differed from fiscal years 2008 and 2007 where cash was used in
financing activities, totalling $254.4 million and $136.4 million,
respectively.

    Historically, the Company has generated cash from operations, before
accounting for unusual or discrete large cash outflows. Therefore, in
years when the Company does not incur any unusual or discrete large
cash outflows, similar to the ATO settlement in fiscal year 2009 and
the deposit with the Australian Taxation Office in fiscal year 2007,
the Company expects that net operating cash flows will be the primary
source of liquidity to fund business activities. In years where cash
flows from operations are insufficient to fund all business
activities, the Company expects to rely more significantly on
availability under credit facilities and other sources of working
capital.

    8.

    We note your credit facility agreements contain covenants that require you to maintain
certain ratios, among other restrictions. 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 compliance with the covenants as of the reporting date. In addition, if
it is reasonably 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 ratios/amounts as
of each reporting date. This will allow readers to understand how much cushion there is
between the required ratios/amounts and the actual ratios/amounts. Please also consider
showing the specific computations used to arrive at the actual ratios/amounts. See Sections
I.D and 1V.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding
the Use of Non-GAAP Financial Measures dated June 13, 2003. Please show us in your
supplemental response what the revisions will look like.

    We note the Staff’s comment to clearly disclose the specific terms of any material debt
covenants and whether we were in compliance with the covenants as of the reporting date. We
respectfully submit that the Company has disclosed the terms of all material debt covenants
on page 65 of the 20-F.

    In addition, the Company determined at the reporting date that it was reasonably likely that
it would be in compliance with our material debt covenants within at least the next 12
months. As a result, no additional disclosures were provided in the 20-F.

Mr. Rufus Decker

Securities and Exchange Commission

Page 7

    9.

    Please expand your disclosure in future filings 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.

    We note the Staff’s comment and will revise our future filings (beginning with our third
quarter ended December 31, 2009 results, which will be furnished via