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Correspondence

James Hardie Industries NV

    The liability of members is limited

Incorporated in The Netherlands

    4th floor, Atrium

Unit 04-07

Strawinskylaan 3077

1077 ZX Amsterdam

The Netherlands

    Telephone: 31 20 301 6748

Facsimile: 31 20 404 2544

March 31, 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

Form 6-K filed February 18, 2005

Dear Ms. Long:

     The Staff provided supplemental comments, by letter dated March 17, 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 together with its current wholly owned subsidiaries, the “Company”): 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; and Form 6-K filed February 18, 2005.

Securities and Exchange Commission

March 31, 2005

Page 2

     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 its fiscal year ended
March 31, 2004. Courtesy copies of this letter are being delivered to Rufus Decker, Andrew
Schoeffler and Scott Watkinson.

     Unless the context otherwise requires, terms used in this letter and defined in our letter of
March 7, 2005 have the meanings given in that letter. A reference to the “Original Comment Letter”
is a reference to the letter received from the Staff on February 3, 2005, and a reference to the
“Response Letter” is a reference to our letter dated March 7, 2005.

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.

    The purpose of the risk factor is to identify the risk that, if negotiations with the New
South Wales Government (the “NSW Government”) are not successful in establishing in a long
term funding agreement in relation to the asbestos-related personal injury and death claims
of Amaca and Amaba, and potentially ABN 60, the NSW Government has indicated that it may
introduce legislation seeking to reverse certain aspects of the transactions by which those
former subsidiaries were separated from the James Hardie Group. The NSW Government has
indicated that, in such circumstances, the potential rescission of the cancellation of the
partly-paid shares may be targeted. Comment 4 of the Original Comment Letter asked about
the potential impact of such a step. In our Response Letter, we clarified that the Company
does not believe that such rescission, even if effective, would expose the Company to
material liability for the reasons set out more fully in the Response Letter.

    However, the precise impact of any potential legislation cannot be assessed until its
proposed terms are known in further detail. At present, no details are known and we expect
that no further details will be known unless negotiations surrounding the Principal
Agreement fail. It is conceivable that such legislation could go further than simply
rescinding the partly-paid shares, and that such further scope of legislation could have a
material adverse impact on the Company.

    In future filings, we will revise this risk factor to clarify the potential risk.

Securities and Exchange Commission

March 31, 2005

Page 3

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.

    Because the potential initial and ongoing payments to be made to a special purpose fund
(the “SPF”) are expected to be made based upon the provisions of the Heads of Agreement,
which includes, among other matters, limitations on payments that would be required to be
made within any one year, we do not believe that past claims history will be representative
of, or are useful to the reader to evaluate, the potential impact of the Company’s
voluntary funding proposal. Additionally, under the Heads of Agreement, the level of
payments will be affected by the cash and financial position of Amaca, Amaba and ABN 60
(together, the “Liable Entities”) and the SPF to meet asbestos-related personal injury or
death claims (the “Claims”) from time to time. In addition, the records for Claims and
Claims activity since February 2001 are not under the Company’s control and are entirely
owned and maintained by the Medical Research and Compensation Foundation (the
“Foundation”). Instead, we believe that a description of the terms of the Heads of
Agreement would be more useful to readers to evaluate the potential impact of the Company’s
voluntary funding proposal rather than providing information on the historical position of
the Liable Entities. Accordingly, we propose to include the discussion set forth below in
future filings. Comparable disclosure was included in our unaudited financial statements
for the three and nine months ended December 31, 2004. Such disclosure would be
modified from time to time as the Company’s situation changes.

    Heads of Agreement

    On December 21, 2004, the Company announced that it had entered into a
non-binding Heads of Agreement with the New South Wales Government (the
“NSW Government”), the

Securities and Exchange Commission

March 31, 2005

Page 4

    Australian Council of Trade Unions (the “ACTU”), the UnionsNSW (formerly
known as the Labor Council of New South Wales), and the representatives of
the asbestos claimants (together, the “Representatives”) which is expected
to form the basis of a proposed binding agreement (the “Principal
Agreement”) to establish and fund the SPF to provide funding on a
long-term basis for Claims against the Liable Entities. The Company is
currently in negotiations as to the Principal Agreement. The principles
set out in the Heads of Agreement include:

    •
    the establishment of the SPF to compensate asbestos victims;

    •
    initial funding of the SPF by the Company on the basis of a
November 2004 KPMG actuaries’ report. That report provided a net
present value central estimate of A$1.5 billion (US$1.03 billion) for
all present and future Claims at June 30, 2004. At December 21, 2004,
the initial funding for the first three years was expected to be
A$239 million (based on KPMG’s estimate of liabilities as of June 30,
2004) less the assets to be contributed by the Foundation which were
expected to be approximately A$125 million. The report is currently
publicly available and can be accessed at the Special Commission of
Inquiry’s website at http://www.lawlink.nsw.gov.au/Lawlink/Corporate/ll_corporate.nsf/pages
/MRCF_index. The actuarial assessment is to be updated annually;

    •
    a two year rolling cash buffer in the SPF and an annual
contribution in advance based on actuarial assessments of expected
Claims for the next three years, revised annually;

    •
    a cap on the annual payments made by the Company to the SPF,
initially set at 35% of the Company’s annual net operating cash flow
(defined as cash from operations in accordance with U.S. GAAP) for
the immediately preceding year, with provisions for the percentage to
decline over time depending upon the Company’s financial performance
and Claims outlook; and

    •
    no cap on individual payments to claimants.

Securities and Exchange Commission

March 31, 2005

Page 5

    The Heads of Agreement is expected to form the basis of a Principal
Agreement to be reached between the Company, the NSW Government, the
trustee of the SPF, and the entity which will undertake the primary
obligation to meet the funding payment under that agreement (the
“Performing Subsidiary”). The Principal Agreement will require the support
and approval of the Company’s Board of Directors, lenders and
shareholders. The Principal Agreement will be a legally binding agreement.

    The Principal Agreement will be subject to a number of conditions
precedent, including the approval of the Company’s Board of Directors,
shareholders and lenders, and the adoption by the NSW Government of
reforms following the review of legal and administrative costs in dust
diseases compensation, which was announced on November 18, 2004 and
reported on to the NSW Government on March 8, 2005. A number of elements
of that review are yet to be completed, and once complete, the review
recommendations will need to be enacted into legislation in New South
Wales as one of the conditions precedent to future obligations under the
Principal Agreement.

    As noted above, the NSW Government has been conducting a review of legal
and administrative costs in dust diseases compensation in New South Wales.
The intention of this review has been primarily to determine ways to
reduce legal and administrative costs, and to consider the current
processes for handling and resolving dust diseases compensation claims in
New South Wales. The initial review report was delivered to the NSW
Government March 8, 2005. A number of important elements of that review
remain outstanding. These include the release of draft legislation and
regulations for public comment, the finalization of the legislation and
regulation, the passing of legislation by the New South Wales Parliament,
and the making of the regulations by the NSW Government.

    The timing and potential execution of the Principal Agreement will depend
in large part on the timing of completion of the NSW Government review of
legal and administrative costs and proposed reforms in dust diseases
compensation, successful negotiations with the relevant parties, and the
approval of the agreement by the Company’s Board of Directors, lenders and
shareholders. It is currently expected that the Principal Agreement would,
subject to agreement on detailed terms, be executed in or around the
middle

Securities and Exchange Commission

March 31, 2005

Page 6

    of calendar year 2005 (although the timing is uncertain as to the various
conditions that need to be satisfied), and would be expected to commence
operation (subject to satisfaction of the conditions precedent set out in
that agreement) late August/early September 2005.

    If an agreement is reached with the NSW Government and is approved by the
Company’s Board of Directors, lenders and shareholders, the Company may be
required to make a substantial provision in its financial statements at a
later date, and it is possible that the Company may need to seek
additional borrowing facilities. Additionally, it is possible that any
future resolution of this issue may result in the Company having negative
shareholders’ equity, which may restrict its ability to pay dividends to
its shareholders. If the terms of a future resolution involve the Company
making payments, either on an annual or other basis, pursuant to a
statutory scheme or other form of arrangement, the Company’s financial
position, results of operations and cash flows could be materially
adversely affected.

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.

    We will revise future filings to read as follows:

    The Company believes that future legal costs related to the Company’s
negotiations toward a settlement agreement are reasonably possible, but
the amount of such costs cannot be estimated at this time. The Company
does not expect any additional legal costs to be incurred in connection
with the SCI.

Securities and Exchange Commission

March 31, 2005

Page 7

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.

    Please see our supplemental response.

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.

    We will insert the following sentence into this paragraph in future filings:

    As of June 30, 2003, the undiscounted value of the central estimate of the
asbestos liabilities of Amaca and Amaba, as determined by KPMG Actuaries
Pty Ltd, was approximately A$3.403 billion (US$2.272 billion).

    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
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