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James Hardie Industires N.V.

March 7, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, DC 20549

Attention: Pamela A. Long

    Re:

    James Hardie Industries N.V.

    File No. 001-15240

    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

Dear Ms. Long:

     The Staff provided comments, by letter dated February 3, 2005 (the “Comment Letter”),
regarding the following filings of James Hardie Industries N.V.
(“JHI NV,” and together with its subsidiaries as of the
time relevant to the applicable reference, the “James Hardie
Group,” and JHI NV and its current wholly owned
subsidiaries are collectively referred to as the “Company”): Form 20-F for the fiscal year ended March 31,
2004; Form 6-K filed December 15, 2004; and Form 6-K filed December 21, 2004.

     On behalf of the Company, the following responses to your comments have been numbered to
correspond to the sequential numbering of the comments contained in the Comment Letter. For your
convenience in reviewing the responses, each comment has been set forth immediately prior to the
response. Unless otherwise noted, page numbers included herein refer to the Company’s Form 20-F for
the fiscal year ended March 31, 2004. Courtesy copies of this letter are being delivered to Rufus
Decker, Andrew Schoeffler and Scott Watkinson.

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.

    We have duly noted your comment and are aware that we will not be eligible to use Form F-3
until we have filed in a timely manner all reports required to be filed for a period of 12
months.

    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.

    We will provide additional disclosures or revisions requested in our future filings. As you
requested, we have also supplementally provided you with additional information.

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.

    A reconciliation of Adjusted EBITDA to cash flows from
operations (or, as labeled in our
Consolidated Financial Statements, “Net cash provided by operating activities”) is set forth
below. We will include this tabular disclosure in our future filings on Form 20-F.

    Fiscal Years Ended March 31,

    2004

    2003

    2002

    2001

    2000

    ("Adjusted EBITDA")

    (In millions)

    Net cash provided by operating activities

    $
    162.6

    $
    64.8

    $
    76.6

    $
    94.6

    $
    146.3

    Adjustments to reconcile net income to net
cash provided by operating activities, net

    (51.1
    )

    62.1

    (41.1
    )

    (44.8
    )

    (70.9
    )

    Changes in operating assets and
liabilities, net

    18.1

    43.6

    (4.7
    )

    (11.2
    )

    42.7

    Net Income

    $
    129.6

    $
    170.5

    $
    30.8

    $
    38.6

    $
    118.1

    Income from discontinued operations

    (4.3
    )

    (87.0
    )

    (3.5
    )

    (9.1
    )

    (94.4
    )

    Income tax expense (benefit)

    40.4

    26.1

    3.1

    (0.6
    )

    13.0

    Interest expense

    11.2

    23.8

    18.4

    21.4

    25.9

    Interest income

    (1.2
    )

    (3.9
    )

    (2.4
    )

    (8.2
    )

    (5.4
    )

    Other (income) expense, net

    (3.5
    )

    (0.7
    )

    0.4

    (1.6
    )

    1.6

    Depreciation and amortization

    36.4

    27.4

    23.5

    20.6

    20.8

    Impairment of property, plant and equipment

    —

    —

    —

    7.5

    —

    Adjusted EBITDA

    $
    208.6

    $
    156.2

    $
    70.3

    $
    68.6

    $
    79.6

2

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.

    If there were a reversal or rescission of the cancellation of the partly-paid shares in ABN
60 Pty Limited (“ABN 60,” formerly called James Hardie
Industries Limited, or “JHIL,” the former parent of the Company
which implemented the separation transaction in 2001)
previously held by JHI NV, JHI NV believes that such a reversal or rescission
would not thereby result in the Company being exposed to material liability with
respect to asbestos for the following reasons:

    •
    As part of the reorganization implemented by way of a scheme of
arrangement in October 2001, ABN 60 sold to JHI NV all of the
issued shares in James Hardie N.V. (“JHNV”) (which then
held, directly or indirectly, substantially all of the assets of the
James Hardie Group). ABN 60 also issued 100,000 partly-paid ordinary shares
to JHI NV, for a total issue price approximately equal to the market
value of the James Hardie Group at the time of the scheme
(approximately A$1.9 billion). There was an initial
subscription price paid of A$50 per partly-paid ordinary share (that
is, for a total subscription price for such shares of
A$5 million), and the
remainder was left uncalled.

    •
    In order for ABN 60 to make a call on the Company for payment of
an uncalled amount on the partly-paid shares, it was a condition that the
directors of ABN 60 must have formed the view that payment of the call would be
necessary to ensure that ABN 60 remains solvent or to ensure that ABN 60 was
able to pay its debts as and when they became due.

    •
    Therefore, even if the cancellation of the partly-paid shares were
somehow to be rescinded, the Company believes it would not by reason
of such rescission face any material
liability with respect to calls for further payment of the unpaid issued price
on such shares unless ABN 60 faced a material liability that would render it
insolvent or unable to pay its debts as and when they became due.

    •
    The Company has previously disclosed that it does not believe that
ABN 60 has any direct material liabilities with respect to the asbestos
manufacturing, distribution or marketing activities of its former subsidiaries.
See, e.g., Note 14 to the Consolidated Financial Statements in the Form 20-F.

    If the Company and the New South Wales
Government (the “NSW Government”), among others, enter into a long-term funding
agreement in relation to providing funding for asbestos-related
personal injury and death claims caused by former members of the James Hardie Group,
such an agreement should remove the need for the NSW Government to
enact legislation
rescinding or purporting to rescind the cancellation of the partly-paid shares. The prospects
of such an agreement being entered into have been fully disclosed in Note 8 to
the Consolidated Financial Statements for

3

    the three and nine months ended December 31, 2004.

    If such an agreement is not reached between the Company and
the NSW Government, the NSW Government could seek to introduce
legislation rescinding or purporting to rescind the cancellation of
the partly-paid shares or implementing other measures adverse to the
 interests of the Company. The precise impact of any
such legislation would only be able to be assessed once the proposed terms of such
legislation were made public.

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.

    Current and former officers and employees of JHI NV have
the benefit of indemnities set out in Article 28 of
JHI NV’s Articles of Association. A copy of the Articles of
Association has been filed as Exhibit 1.1 to the Company’s
Form 20-F. In addition, officers and employees of the Company
have the benefit of one or more forms of indemnity agreements. In
general, an Australian form of indemnity agreement is available to
employees and officers of Australian subsidiaries of JHI NV or
employees and officers based in Australia, whereas a
U.S. form of indemnity agreement is available to employees and
officers based in the U.S. Officers and employees may be parties to
more than one indemnity agreement.

    Please refer to Exhibits 4.17 and 4.18 of the Form 20-F for the form of
U.S. and Australian indemnity agreements provided generally to
U.S.-based and Australia-based officers and employees of the
Company, respectively. Generally,
such U.S. indemnity agreements provide that such officers and certain employees (together with their
respective executors, administrators or assigns, each an “Indemnitee”) will be indemnified
against any and all expenses, liabilities and losses (including, without limitation,
investigation expenses, expert witness and attorneys’ fees and expenses, judgments,
penalties, fines, amounts paid or to be paid in settlement, any interest, assessments, or
other charges imposed thereon and any federal state, local or foreign taxes imposed as a
result of actual or deemed receipt of any payment thereunder) actually incurred by the
Indemnitee (net of any related insurance proceeds or other amounts received by Indemnitee or
paid by or on behalf of the Company on behalf of the Indemnitee in compensation of such
expenses, liabilities of such expenses, liabilities or losses) in connection with any actual
or threatened action, suit or proceeding, whether civil, criminal, administrative or
investigative or in arbitration, to which any Indemnitee is a party or participant or is
threatened to be made a party or participant (each, a “Proceeding”), as a plaintiff,
defendant, respondent, witness or otherwise.

    Subject to the limitations and exceptions described below,
directors and officers would be entitled to be
indemnified against costs, expenses and liabilities incurred by them in responding to
investigations by the Australian Securities and Investments
Commission (the “ASIC”) or other regulators, such as the
Australian Competition and Consumer Commission. Certain limitations apply in circumstances
where the Indemnitee seeks indemnification in connection with a Proceeding initiated by the
Indemnitee, and in such cases such Proceeding must have been authorized by a two-thirds vote
of the Joint Board of the Company. There may be certain circumstances where the Indemnitee
is not entitled to indemnification if a judgment or other final adjudication (after all
appeals and all time for appeals has expired) which is adverse to the Indemnitee establishes
(i) that the Indemnitee’s acts were committed in bad faith, or were the result of active and
deliberate dishonesty or willful fraud or illegality, and were material to the cause of
action so adjudicated or (ii) that the Indemnitee in fact personally gained a financial
profit or other advantage to which the Indemnitee was not legally entitled. The Company is
not liable to any Indemnitee for any claim against the Indemnitee for an accounting of
profits made from the purchase or sale by the Indemnitee of securities of the Company within
the meaning of Section 16(b) of the

4

    Securities Exchange Act of 1934, as amended, or similar provisions of any state statutory
law or common law.

    The standard form of Australian indemnity agreement provides an indemnity to directors and officers for all liabilities (including negligence)
resulting directing or indirectly from acting as a director or officer of JHI NV or one of
its related affiliates. The indemnity applies from the date a director or officer is
appointed to the date which is seven years after the director or officer leaves office.
Certain liabilities are excluded, such as liabilities owed to JHI NV
or a related affiliate, pecuniary penalty orders and compensation orders under certain parts of
Australian companies legislation and liability arising out of conduct which was not in good
faith. The indemnity also covers the legal costs incurred by a director or officer in
defending or resisting a claim for liability, except for legal costs
incurred in relation to:
(a) proceedings in which the director or officer is found to have a liability which is
excluded; (b) criminal proceedings in which the director or officer is found guilty; (c)
ASIC or liquidator proceedings in which the orders sought by ASIC/the liquidator are
granted; or (d) proceedings for relief under the law for the director or
officer, and such relief is denied.

    The above legal cost exclusions do not apply to exclude costs incurred by a director or
officer in responding to an ASIC investigation or any other investigation conducted by a
governmental agency or a liquidator.

    With respect to the application of our indemnity obligations to the proceedings of the
Special Commission of Inquiry (“SCI”) and other regulatory bodies, we have paid all legal
fees and costs incurred on behalf of any current or past employee, officer or director who
has been involved in any such proceeding.

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.

    In our Form 20-F for the years ended March 31, 2001 and 2002, we provided a lengthy
discussion of our 1998 and 2001 reorganizations. Because of the historical nature of the
reorganizations, the level of detail that we have provided has decreased in recent years.
Nonetheless, in order to provide readers with additional information regarding the
reorganizations, in future Form 20-F filings we will again provide the level of detail that
we have in our historical filings, which will be substantially similar to the disclosure set
out below.

5

    “Corporate Restructuring

    On July 2, 1998, James Hardie Industries Limited (“JHIL”), now called ABN 60, which was then
a public company organized under the laws of Australia and listed on the Australian Stock
Exchange, announced a plan of reorganization and capital restructuring (the “1998
Reorganization”).

    JHNV was incorporated in August 1998 as an intermediary holding
company, with all of its common stock owned by indirect subsidiaries of ABN 60. On October
16, 1998, the shareholders of ABN 60 approved the 1998 Reorganization. We began our
restructuring in November 1998, primarily to address the structural imbalance and resulting
operational, financial and commercial issues associated with the increasing significance and
growth opportunities of our U.S. operation