SecProbe.io

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 May 27, 2025

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Office of Manufacturing
 Washington, D.C. 20549
 Attention: Bradley Ecker, Staff Attorney

   Re:

   James Hardie Industries plc

  Registration Statement on Form F-4

  Filed May 5, 2025

   File No. 333-286977

 Dear Mr. Ecker:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, James Hardie Industries plc respectfully requests that the effective date of its Registration Statement on Form F-4 (File No. 333-286977) be
 accelerated by the Securities and Exchange Commission to May 29, 2025 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

 Please contact Richard Witzel of  Skadden, Arps, Slate, Meagher & Flom LLP at (312) 407-0784 with any questions you may have regarding this request. In addition, please notify Mr. Witzel by telephone
 when this request for acceleration has been granted.

 [ Signature page follows ]

 Very truly yours,

 /s/ Tim Beastrom

 Tim Beastrom

 Chief Legal Officer

 cc:

 Richard C. Witzel, Jr.

 Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Aaron Erter
Chief Executive Officer
James Hardie Industries plc
1st Floor, Block A
One Park Place
Upper Hatch Street
Dublin 2 D02 FD79
Ireland

 Re: James Hardie Industries plc
 Registration Statement on Form F-4
 Filed on May 5, 2025
 File No. 333-286977
Dear Aaron Erter:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

January 8, 2020
Anne Lloyd
Interim Chief Financial Officer
James Hardie Industries plc
Europa House, Second Floor
Harcourt Centre
Harcourt Street, Dublin 2, D02 WR20, Ireland
Re:James Hardie Industries plc
Form 20-F for the Year Ended March 31, 2019
Filed May 21, 2019
File No. 001-15240
Dear Ms. Lloyd:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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		Document

GIBSON DUNN

 Gibson, Dunn & Crutcher LLP

 3161 Michelson Drive

 Irvine, CA 92612-4412

 Tel 949.451.3800

 www.gibsondunn.com

 James J. Moloney

 Direct +1 949.451.4343

 Fax +1 949.475.4756

 JMoloney@gibsondunn.com

December 10, 2019

Via EDGAR and Email

Anne McConnell

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

Re:

 James Hardie Industries plc

 Form 20-F for the Year Ended March 31, 2019

 Filed May 21, 2019

 Form 20-F/A for the Year Ended March 31, 2019

 Filed August 8, 2019

 File No. 001-15240

Dear Ms. McConnell:

On behalf of our client, James Hardie Industries plc (the “Company”), set forth below is the Company’s responses to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), contained in the comment letter dated November 21, 2019 (the “Comment Letter”), with respect to the Company’s (i) Form 20-F for the Year Ended March 31, 2019 filed with the SEC on May 21, 2019 (the “Form 20-F”) and (ii) Form 20-F/A for the Year Ended March 31, 2019 filed with the SEC on August 8, 2019 (the “Form 20-F Amendment”).

Controls and Procedures, page 1

We note that you amended your Form 20-F to include additional disclosures to indicate the scope of your assessment of the effectiveness of internal control over financial reporting for the fiscal year ended March 31, 2019 did not include the operations of Fermacell.  Given the revisions to your Form 20-F, please address the following:

•

 Please help us understand why Management’s Report on Internal Control Over Financial Reporting and the Opinion on Internal Control Over Financial Reporting from your independent auditor in your Form 20-F filed on May 21, 2019 did not include this disclosure;

•

 Please help us understand the specific facts and circumstances that occurred after your initial filing that resulted in you amending your Form 20-F on August 8, 2019, including how you identified the omission of this disclosure in your Form 20-F;

Beijing . Brussels . Century City . Dallas . Denver . Dubai . Frankfurt . Hong Kong . Houston . London . Los Angeles . Munich

New York . Orange County . Palo Alto . Paris . San Francisco . São Paulo . Singapore . Washington, D.C.

GIBSON DUNN

Anne McConnell

December 10, 2019

Page 2

•

 In your amended Form 20-F you conclude that your disclosure controls and procedures were effective as of March 31, 2019. Please explain to us how you considered the definition of disclosure controls and procedures provided in Rule 13a‑15(e), which indicates that effective controls and procedures would ensure that information required to be disclosed by the issuer is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

•

 Please explain to us how and why you concluded your disclosure controls and procedures are effective in light of the previously omitted disclosures; and

•

 Please explain to us how you re-evaluated whether your internal control over financial reporting was effective as of March 31, 2019.

Response:

As we discussed with you on our call on Monday, November 25, 2019, the Company has received the Comment Letter and understands the Staff’s questions with respect to the filing of the Form 20-F Amendment in order to specifically address the Company’s exclusion of the operations of XI (DL) Holdings GmbH (n/k/a James Hardie Europe Holdings 2 GmbH) and its subsidiaries (including, but not limited to, Fermacell GmbH (n/k/a James Hardie Europe GmbH)) (collectively, “Fermacell”) from management’s assessment of the effectiveness of internal control over financial reporting for the fiscal year ended March 31, 2019.  We understand the Staff’s questions center around the Company’s reasoning or purpose for filing the 20-F Amendment and whether such amendment indicates the Company’s disclosure controls and procedures were effective or not.

As an initial matter, in Question and Answer Number 3 (“FAQ # 3”) of Management’s Report on Internal Control over Financial Reporting and Certification of Disclosure Controls in Exchange Act Periodic Reports - Frequently Asked Questions (revised Sept. 24, 2007), issued by the Office of the Chief Accountant and the Division of Corporation Finance, the SEC Staff indicates that it would not object to management (in its report on internal control over financial reporting included in a registrant’s Form 10-K) excluding an acquired business from management’s report on internal control over financial reporting (which guidance is presumably applicable to a registrant’s annual report filing on Form 20-F).  Such an exclusion is allowed if it was not possible for management to conduct an assessment of the acquired business’ internal control over financial reporting in the period between the consummation date and the date of management’s assessment.  The SEC also indicated in Section 214.01 of the Compliance and Disclosure Interpretations of

GIBSON DUNN

Anne McConnell

December 10, 2019

Page 3

Regulation S-K updated July 8, 2011 (“CDI # 214”) that it would not object to management’s evaluation of disclosure controls and procedures excluding an assessment of those disclosure controls and procedures of the acquired entity that are subsumed by internal control over financial reporting.

As disclosed in the Form 20-F, the Company completed the acquisition of Fermacell on April 3, 2018.  Management was unable to complete its assessment of the acquired business’s internal control over financial reporting by the filing of the Form 20‑F because the acquired business was a carve-out from a larger business, the nature and number of transition services agreements in connection with the acquisition, identification of full-time employees to be assessed, and the increased complexity of the acquired business’s internal controls due to its geographic footprint.  Accordingly, management excluded Fermacell from its assessment of the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures as of March 31, 2019, as permitted by FAQ # 3 and CDI # 214.

The Company disclosed the exclusion on page 178-179 of the Form 20-F under the Risk Factor caption: “Ineffective internal controls over financial reporting could impact our business and operating results” stating in relevant part:

[A]s Fermacell was acquired on 3 April 2018, our management evaluation and auditor attestation regarding the effectiveness of our internal controls over financial reporting as of 31 March 2019 excludes the operations of Fermacell.

In addition, we note the Fermacell acquisition, and its materiality to the Company, was addressed in Notes to the Consolidated Financial Statements under the captions “3. Revenue”; “18. Operating Segment Information and Concentrations of Risk;” and “20. Business Combinations.”

Subsequent to the filing of the Form 20-F, it was brought to the attention of the Company, management, and its Audit Committee that while the exclusion of Fermacell was referenced on pages 178-179 of the Form 20-F, the Company’s disclosure under “Controls and Procedures” on pages 191-192 omitted such disclosure.  Such omission on pages 191-192 was due to an administrative oversight.  The Company determined that it would amend the Form 20-F to reiterate the exclusion of Fermacell from management’s evaluation under the caption “Management’s Report on Internal Control over Financial Reporting” to resolve the administrative oversight and more fully comply with the terms of FAQ # 3 and CDI # 214.

GIBSON DUNN

Anne McConnell

December 10, 2019

Page 4

The Company evaluated the disclosure omission and determined that it was not indicative of a material weakness in its disclosure controls.  In evaluating whether the Company’s disclosure controls and procedures were effective, the Company concluded all the information required to be disclosed, including the exclusion of the operations of the acquired business from management’s internal control evaluation as of March 31, 2019, as well as the materiality of the acquisition, was included in the Form 20-F filed on May 21, 2019.  In arriving at this conclusion, the Company considered the nature of the omitted disclosure and the disclosures the Company did make regarding Fermacell on pages 178-179 of the Form 20-F.  As noted previously, the Company amended the Form 20-F to resolve the administrative oversight by clarifying and stating directly within management’s report that Fermacell was excluded from management’s evaluation of internal control over financial reporting.

The disclosure of the exclusion of Fermacell within the Opinion on Internal Control Over Financial Reporting was also an administrative oversight by the Company’s external auditor, Ernst & Young LLP.

The omitted disclosure and nature of the disclosures are outside the scope of internal controls over financial reporting, therefore the Company concluded a re-evaluation of the effectiveness of internal control over financial reporting was not required.  Notwithstanding the above, the Company is not aware of anything that has transpired that would require the Company to amend Management’s Annual Report on Internal Control Over Financial Reporting.  We appreciate your prompt attention to this matter.  If we can be of any further assistance, or if you have any questions regarding the concerns detailed in this letter, please do not hesitate to call me at (949) 451-4343.

Sincerely,

/s/ James J. Moloney

James J. Moloney

cc:

 Securities and Exchange Commission

 Jeffrey Gordon

 James Hardie Industries plc

 Joe Blasko

 Conrad Adkins

November 21, 2019
Anne Lloyd
Interim Chief Financial Officer
James Hardie Industries plc
Europa House, Second Floor
Harcourt Centre
Harcourt Street, Dublin 2, D02 WR20, Ireland
Re:James Hardie Industries plc
Form 20-F for the Year Ended March 31, 2019
Filed May 21, 2019
Form 20-F/A for the Year Ended March 31, 2019
Filed August 8, 2019
File No. 001-15240
Dear Ms. Lloyd:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F/A for the Year Ended March 31, 2019
Controls and Procedures, page 1
1.We note that you amended your Form 20-F to include additional disclosures to indicate
the scope of your assessment of the effectiveness of internal control over financial
reporting for the fiscal year ended March 31, 2019 did not include the operations of
Fermacell.  Given the revisions to your Form 20-F, please address the following:
•Please help us understand why Management's Report on Internal Control Over
Financial Reporting and the Opinion on Internal Control Over Financial Reporting
from your independent auditor in your Form 20-F filed on May 21, 2019 did not
include this disclosure;
•Please help us understand the specific facts and circumstances that occurred after

 FirstName LastNameAnne Lloyd
 Comapany NameJames Hardie Industries plc
 November 21, 2019 Page 2
 FirstName LastName
Anne Lloyd
James Hardie Industries plc
November 21, 2019
Page 2
your initial filing that resulted in you amending your Form 20-F on August 8, 2019,
including how you identified the omission of this disclosure in your Form 20-F;
•In your amended Form 20-F you conclude that your disclosure controls and
procedures were effective as of March 31, 2019.  Please explain to us how you
considered the definition of disclosure controls and procedures provided in Rule 13a-
15(e), which indicates that effective controls and procedures would ensure that
information required to be disclosed by the issuer is recorded, processed, summarized
and reported within the time periods specified in the Commission’s rules and forms.
Please explain to us how and why you concluded your disclosure controls and
procedures are effective in light of the previously omitted disclosures; and
•Please explain to us how you re-evaluated whether your internal control over
financial reporting was effective as of March 31, 2019.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

April 17, 2019
Matthew Marsh
Chief Financial Officer
James Hardie Industries plc
Europa House, Second Floor, Harcourt Centre
Harcourt Street, Dublin 2, Ireland
Re:James Hardie Industries plc
Form 20-F for the Year Ended March 31, 2018
Filed May 22, 2018
File No. 001-15240
Dear Mr. Marsh:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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 James Hardie Industries plc

Europa House 2nd Floor,

Harcourt Centre

Harcourt Street, Dublin 2,

D02 WR20, Ireland

T: +353 (0) 1 411 6924

F: +353 (0) 1 479 1128

April 4, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F Street, N.E., Stop 4631

Washington D.C. 20549

Attention:  Ernest Greene

Re:

 James Hardie Industries plc

 Form 20-F for the Year Ended March 31, 2018

 Filed May 22, 2018

 File No. 001-15240

Dear Mr. Ernest Greene:

Transmitted herewith is the response of James Hardie Industries plc (the “Company”) to the Staff’s comment letter dated March 22, 2019 (the “Comment Letter”) regarding the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2018 (the “Form 20-F”). For ease of reference, the Company has reproduced below the comments set forth in the Comment Letter, as numbered, in bold type before each of its responses. Unless otherwise noted, page numbers included herein are page references to the Form 20-F, and capitalized terms used but not defined herein have the same meanings ascribed to such terms in the Form 20-F. A courtesy copy of this letter is being delivered to Anne McConnell.

Form 20-F for the Year Ended March 31, 2018

Consolidated Financial Statements

14.    Income Taxes, page 145

1.

 We note your disclosures related to the adoption of ASU 2016-16. Please more fully address the following:

•Clarify the nature of the internal restructuring you undertook to align certain intangible assets;

•    Disclose how you determined the amount of the related tax valuation allowance you recorded; and

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at
Europa House 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland.

Directors: Michael Hammes (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia),

 Andrea Gisle Joosen (Sweden), David Harrison (USA), Persio Lisboa (USA), Alison Littley (United Kingdom),

Anne Lloyd (USA), Rada Rodriguez (Sweden), Rudy van der Meer (Netherlands).

Chief Executive Officer and Director: Jack Truong (USA)

Company number: 485719

ARBN: 097 829 895

Mr. Ernest Greene

Securities and Exchange Commission

Page 2

•    To the extent your realization of net deferred tax assets is subject to material assumptions and estimates, revise your critical accounting policies to disclose and discuss the assumptions and estimates, including, if applicable, the jurisdictions to which they relate.

We acknowledge your comment and respectfully note that the Company did not adopt ASU 2016-16 until April 1, 2018 and, therefore, the adoption had no impact on the Company’s Consolidated Financial Statements or the disclosure in “Note 14 – Income Taxes,” starting at page 145 of the Company’s Form 20-F for the year ended March 31, 2018. Accordingly, disclosures in “Note 2 – Summary of Significant Accounting Policies – Recent Accounting Pronouncements,” on page 128 of the Form 20-F for the year ended March 31, 2018 provided an estimate of the expected impact that the adoption of ASU 2016-16 would have on our Consolidated Financial Statements.

Further, in the Company’s Form 6-K for the first quarter ended June 30, 2018, which was furnished to the Commission on August 10, 2019, we disclosed on page F-8 in the notes to the Condensed Consolidated Financial Statements the following:

2. Recent Accounting Pronouncements

In October 2016, the FASB issued ASU No. 2016-16, which requires entities to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. The amendments in ASU No. 2016-16 are effective for fiscal years and interim periods within those years, beginning after 15 December 2017, with early adoption permitted. The amendments in ASU No. 2016-16 shall be applied on a modified retrospective basis, wherein the beginning retained earnings in the period in which the guidance is adopted should include a cumulative-effect adjustment to reflect the effects of applying the new guidance. The Company adopted ASU No. 2016-16 starting with the fiscal year beginning 1 April 2018, and recorded an increase in gross deferred income tax assets of US$1,313.0 million, a valuation allowance of US$148.2 million, a decrease in other assets of US$4.5 million and a corresponding cumulative retained earnings adjustment of US$1,160.3 million, resulting from all internal restructuring transactions undertaken in prior years, including the internal restructuring transaction implemented during the year ended 31 March 2018 relating to the alignment of certain intangible assets with its US business.

Additionally, the Company disclosed on page F-22 in the notes to the Condensed Consolidated Financial Statements the following:

12. Income Taxes

The Company adopted ASU No. 2016-16 starting with the fiscal year beginning 1 April 2018, and recorded an increase in gross deferred income tax assets of US$1,313.0 million, a valuation allowance of US$148.2 million and a decrease in other assets of US$4.5 million. The deferred income tax asset is a result of all internal restructuring transactions involving intangible assets undertaken in prior years, including the internal restructuring transaction implemented during the year ended 31 March 2018 relating to the alignment of certain intangible assets with its US business. Intangible assets have an amortizable life of 15 years for US federal tax purposes.

Mr. Ernest Greene

Securities and Exchange Commission

Page 3

Given that the Company did not record any impact related to the adoption of ASU 2016-16 in the Consolidated Financial Statements in the Form 20-F for the year ended March 31, 2018, we respectfully request that the Company be permitted to address the Staff’s comments in the Company’s Form 20-F for the year ending March 31, 2019 which we expect to file on or about May 21, 2019.

The Company’s Form 20-F for the year ending March 31, 2019 is expected to include the following disclosures that should address the Staff’s comments:

[Emphasis added below to show changes from the disclosures set forth in the Form 20-F for the year ended March 31, 2018]

Note 2. Summary of Significant Accounting Policies

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory rates applicable to future years to differences between the tax bases and financial reporting amounts of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The realization of the US deferred tax assets is affected primarily by the continued profitability of the US business.  A valuation allowance is provided when it is more likely than not that all or some portion of deferred tax assets will not be realized. Interest and penalties related to uncertain tax positions are recognized in Income tax expense on the consolidated statements of operations and comprehensive income. Readers are referred to Note 14 for further discussion of income taxes.

Mr. Ernest Greene

Securities and Exchange Commission

Page 4

Recent Accounting Pronouncements

In October 2016, the FASB issued ASU No. 2016-16, which requires entities to recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. The amendments in ASU No. 2016-16 are effective for fiscal years and interim periods within those years, beginning after 15 December 2017, with early adoption permitted. The amendments in ASU No. 2016-16 shall be applied on a modified retrospective basis, wherein the beginning retained earnings in the period in which the guidance is adopted should include a cumulative-effect adjustment to reflect the effects of applying the new guidance. The Company adopted ASU No. 2016-16 starting with the fiscal year beginning 1 April 2018, and recorded an increase in gross deferred income tax assets of US$1,313.0 million, a valuation allowance of US$148.2 million, a decrease in other assets of US$4.5 million and a corresponding cumulative retained earnings adjustment of US$1,160.3 million, resulting from the internal restructuring transaction implemented during the year ended 31 March 2018 relating to the alignment of certain intangible assets with its US business and from other internal restructuring transactions undertaken in prior years. The internal restructuring implemented during the year ended 31 March 2018 resulted in the establishment of US ownership of certain of the Company’s fiber cement related trademarks, tradenames, patents, product and manufacturing technology and know-how, and other related intellectual property rights (collectively, intellectual property), owned and predominantly developed by one of the Company’s Irish subsidiaries, and represent the primary fiber cement business value drivers of which the Company’s US fiber cement business is a majority economic beneficiary. As a result of this internal restructure, the tax basis of this intellectual property was recognized at fair market value and is subject to amortization for US income tax purposes. The Company established a valuation allowance against the deferred tax asset for the intellectual property that has an indefinite life for US income tax purposes and is not subject to tax amortization.

Note 14. Income Taxes

The Company adopted ASU No. 2016-16 starting with the fiscal year beginning 1 April 2018, and recorded an increase in gross deferred income tax assets of US$1,313.0 million, a valuation allowance of US$148.2 million and a decrease in other assets of US$4.5 million. The deferred income tax asset is a result of the internal restructuring transaction implemented during the year ended 31 March 2018 relating to the alignment of certain intangible assets with its US business and other transactions involving intangible assets undertaken in prior years. Intangible assets have an amortizable life of 15 years for US federal tax purposes. At 31 March 2019 the Company had a valuation allowance against the intangible related deferred tax asset which has an indefinite life.

Lastly, with respect to your sub-bullet seeking information regarding material assumptions and estimates, the Company respectfully notes the realization of net deferred tax assets is based on the estimate of future profitability of the Company’s U.S. operations. The Company’s U.S. operations have a history of profitability and we expect the profitability of the U.S. operations to continue.  The establishment of the valuation allowance of US$148.2 million is for the deferred tax asset in which the intellectual property has an indefinite life for US income tax purposes and is not subject to tax amortization.  Therefore, we believe that the disclosure proposed to be included in “Note 2 – Summary of Significant Accounting Policies – Income Taxes” of the Form 20-F addresses this point.

Mr. Ernest Greene

Securities and Exchange Commission

Page 5

17.    Operating Segment Information and Concentration of Risk, page 153

2.

 Please revise your geographic disclosures to present net sales and identifiable assets related to the U.S. as required by ASC 280-10-50-41. To the extent that substantially all the amounts disclosed for North America relate to the U.S., please clarify that fact.

We acknowledge the Staff’s comment and respectfully note that as a public company domiciled in Ireland, the geographic disclosures required by ASC 280-10-50-41 are properly stated in the footnotes to the Company’s Consolidated Financial Statements starting at page 153 of the Form 20-F for the year ended March 31, 2018. The Company’s sales in Ireland for each of the three years ended March 31, 2016, 2017 and 2018 was nil and long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets in Ireland was nil.

We respectfully submit that the disclosure of the North America sales, which include the sales to U.S. and Canada, is appropriately aggregated as sales to Canada totaled just 5.8%, 5.4% and 5.7% of the North America sales for each of the years ended March 31, 2016, 2017 and 2018, respectively. In addition, the total identifiable assets for Canada comprised only 0.6% of the total identifiable assets for North America as of March 31, 2017 and 2018.

In response to the Staff’s comment, the Company intends to include clarifying disclosure in the Form 20-F for the year ending March 31, 2019 indicating the amounts disclosed for North America are substantially all related to the U.S.

To the extent you have any follow-up questions or comments, please feel free to call the undersigned at (312) 705-6125.  In addition, please send all written correspondence directly to the undersigned, with copies to James J. Moloney of Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, 12th Floor, Irvine, California 92612 or via e-mail at jmoloney@gibsondunn.com.

Very truly yours,

/s/ Matthew Marsh

Matthew Marsh
Chief Financial Officer

cc:    James Hardie Industries plc

Michael Hammes, Chairman of the Board

Brian Anderson, Chairman of the Audit Committee

Jack Truong, Chief Executive Officer

Joe Blasko, General Counsel

Securities and Exchange Commission

Anne McConnell

Gibson, Dunn & Crutcher LLP

James J. Moloney

March 22, 2019
Matthew Marsh
Chief Financial Officer
James Hardie Industries plc
Europa House, Second Floor, Harcourt Centre
Harcourt Street, Dublin 2, Ireland
Re:James Hardie Industries plc
Form 20-F for the Year Ended March 31, 2018
Filed May 22, 2018
File No. 001-15240
Dear Mr. Marsh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended March 31, 2018
Consolidated Financial Statements
14. Income Taxes, page 145
1.We note your disclosures related to the adoption of ASU 2016-16.  Please more fully
address the following:
•Clarify the nature of the internal restructuring you undertook to align certain intangible
assets;
•Disclose how you determined the amount of the related tax valuation allowance you
recorded; and
•To the extent your realization of net deferred tax assets is subject to material
assumptions and estimates, revise your critical accounting policies to disclose and
discuss the assumptions and estimates, including, if applicable, the jurisdictions to
which they relate.

 FirstName LastNameMatthew Marsh
 Comapany NameJames Hardie Industries plc
 March 22, 2019 Page 2
 FirstName LastName
Matthew Marsh
James Hardie Industries plc
March 22, 2019
Page 2
17. Operating Segment Information and Concentration of Risk, page 153
2.Please revise your geographic disclosures to present net sales and identifiable assets
related to the U.S. as required by ASC 280-10-50-41.  To the extent that substantially all
the amounts disclosed for North America relate to the U.S., please clarify that fact.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne McConnell,
Staff Accountant at 202-551-3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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

       DIVISION OF
CORPORATION FINANCE

                                                            April  15, 2013

Via E -mail
Mr. Russell Chenu
Chief Financial Officer
James Hardie Industries plc
Europa House, Second Floor, Harcourt Center
Harcourt Street, Dublin 2, Ireland

RE: James Hardie Industries plc
Form 20 -F for the Year Ended March 31, 2012
Filed July 2, 2012
File No. 1 -15240

Dear Mr. Chenu:

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

  Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

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CORRESP

 James Hardie Industries plc

 Europa House 2nd Floor,

 Harcourt Centre

 Harcourt Street, Dublin 2, Ireland

 T: +353 (0) 1 411 6924

 F: +353 (0) 1 497 1128

 April 11, 2013

 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 plc

Form 20-F for the fiscal year ended March 31, 2012

Filed July 2, 2012

Form 6-K

Filed November 16, 2012

Form 6-K

Filed March 1, 2013

File No. 1-15240

 Dear Mr. Decker:

 Transmitted herewith is the response of James Hardie Industries plc (the “Company”) to the Staff’s supplemental
comments, by letter dated March 14, 2013 (the “Comment Letter”), regarding the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2012 (the “Form 20-F”), Form 6-K furnished on
November 16, 2012 and Form 6-K furnished on February 26, 2013. For ease of reference, the Company has reproduced below the comments set forth in the Comment Letter, as numbered, in bold type before each of its responses. Unless otherwise
noted, page numbers included herein are page references to the Form 20-F or Form 6-K, and capitalized terms used but not defined herein have the meanings ascribed to such terms in the Form 20-F or respective Form 6-K. Courtesy copies of this letter
are being delivered to Ernest Greene and Nudrat Salik.

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at

Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland.

 Directors: Michael Hammes (Chairman), Brian Anderson (USA), David Dilger, David Harrison (USA),

 Alison Littley (United Kingdom), Donald McGauchie (Australia), James Osborne, Rudy van deer Meer (Netherlands),

 Chief Executive Officer: Louis Gries

 Company number: 485719

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 2

 Form 20-F for
the Year Ended March 31, 2012

 General

1.
Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings, including your interim filings, if applicable.

 We
acknowledge your comment and hereby provide the additional disclosure or other revisions as requested. We will include the additional disclosure or other revisions as noted below in future filings, including interim financial reports that are
furnished to the Staff on our Form 6-K, as applicable.

 Management’s Discussion and Analysis, page 83

Year Ended 31 March 2012 Compared to Year Ended 31 March 2011, page 89

 Income tax benefit (expense), page 93

2.
We note your response to comment two from our letter dated January 9, 2013. In your proposed disclosure, you indicate that the U.S. GAAP effective tax rate is
not meaningful as it was favorably impacted by RCI’s successful appeal of the ATO’s disputed 1999 amended tax assessment. Please ensure that you discuss your U.S. GAAP effective tax rate in the same manner as your comparable non-GAAP
financial measure and that your corresponding disclosures do not place more prominence on the non-GAAP financial measures. Refer to Item 10(e) of Regulation S-K.

We note the Staff’s comment regarding the discussion of the U.S. GAAP effective tax rate as set forth in our proposed disclosure in
our response letter to the Staff dated February 25, 2013. As discussed with the Staff in a telephone exchange on March 25, 2013, the Company will also amend its disclosures in future filings to discuss changes in our U.S. GAAP effective
tax rate in a manner that does not place more prominence on the corresponding non-GAAP financial measure.

 The following is an
example of the anticipated revision to our future disclosure based on page 93 of our Form 20-F:

 The Company’s effective
tax benefit rate was 299.9% in fiscal year 2012, compared to an effective income tax expense rate of 459.2% in fiscal year 2011. The effective tax benefit rate in fiscal year 2012 was materially impacted by RCI’s successful appeal of the
ATO’s disputed 1999 amended tax assessment, resulting in an income tax benefit of US$485.2 million, compared to an income tax expense of US$345.2 million in fiscal year 2011, as further discussed below. The Company’s effective tax benefit
rate in fiscal year 2012 was also impacted by unfavourable asbestos adjustments of

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 3

US$15.8 million, compared to US$85.8 million in the prior year, and an asset impairment charge of US$14.3 million, compared to nil in the prior year.

The Company’s effective tax rate excluding asbestos, asset impairments and tax adjustments was 22.9% in fiscal year 2012, compared to
31.1% in fiscal year 2011, due to a higher proportion of taxable income in jurisdictions with lower statutory income tax rates. The Company’s geographic mix of earnings and expenses is also affected by fluctuations in foreign currency exchange
rates of the US dollar to relevant local jurisdiction currencies.

 Form 6-K filed November 16, 2012

Exhibit 99.2

3.
We note your response to comment five from our letter dated January 9, 2013. With regard to the quantitative reconciliation of non-GAAP financial measures that
are forward-looking, Regulation G requires a schedule or other presentation detailing the differences between the forward-looking non-GAAP financial measure and the appropriate forward-looking GAAP financial measure. If the GAAP financial measure is
not accessible on a forward-looking basis, you should disclose that fact and provide reconciling information that is available without an unreasonable effort. Furthermore, you should identify information that is unavailable and disclose its probable
significance. Please revise your disclosures accordingly. Refer to SEC Release No. 33-8176.

 We note the
Staff’s comment seeking a quantitative reconciliation of our non-GAAP forward-looking financial measure to the appropriate forward-looking GAAP financial measure.

 As discussed with the Staff in a telephone exchange on March 25, 2013, we are unable to determine, without unreasonable effort, the effect that asbestos adjustments will have on the most directly
comparable forward-looking U.S. GAAP financial measure, being forecasted net income (net operating profit). Since asbestos-related assets and liabilities are denominated in Australian dollars, asbestos adjustments, together with their tax effect, as
applicable, reflect the impact on our earnings arising from movements in foreign currency exchange rates as well as changes in actuarial estimates.

 Either or both of these uncertainties can materially impact our earnings. For example, within the preceding five fiscal years, the Company’s asbestos adjustments have ranged from favourable asbestos
adjustments of US$17.4 million in fiscal year 2009 to unfavourable asbestos adjustments of US$224.2 million in fiscal year 2010. In addition, while our non-GAAP forward-looking financial measure assumes an average exchange rate, we are unable to
reasonably determine, on a forward-looking basis, the extent to which our full year earnings will be impacted by movements in foreign currency exchange rates.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 4

 As
a result, we are unable to forecast or adequately reconcile, without unreasonable effort, the most directly comparable U.S. GAAP forward-looking financial measure.

 Accordingly, in future filings, the Company will indicate that it is unable to provide, without unreasonable effort, the most directly comparable U.S. GAAP forward-looking financial measure, due to
material uncertainties regarding the impact to earnings in future periods of asbestos adjustments, which include foreign currency exchange rates and changes in actuarial adjustments. The following is an example of the anticipated revision to our
future disclosure based on page 5 of Exhibit 99.2 (Media Release) of our Form 6-K dated November 16, 2012:

 Full Year
Earnings Guidance

 Management expects full year earnings excluding asbestos, ASIC expenses and tax adjustments to be
between US$140 million and US$150 million assuming, among other things, housing industry conditions in the United States continue to improve, the accounting provision for New Zealand product liability expenses remains adequate and that an average
exchange rate of approximately US$1.04/A$1.00 applies for the balance of the year ending 31 March 2013.

 The company is
unable to forecast the most directly comparable U.S. GAAP forward-looking financial measure due to material uncertainties regarding the extent to which the company’s earnings will be impacted by asbestos adjustments, which include fluctuations
in foreign currency exchange rates and changes in actuarial adjustments, together with their related tax effect, as applicable. These uncertainties may have a material impact on the company’s forecast full year earnings.

Exhibit 99.3

4.
We note your response to comment six from our letter dated January 9, 2013. Given that the description operating profit before income taxes could be viewed to
be confusingly similar to your operating income line item presented in your U.S. GAAP financial statements and Rule 5-03 of Regulation S-X would imply that items such as interest expense and interest income would not generally be included in the
determination of operating income or profit, please help us better understand how you determined your current presentation of operating profit before income taxes is appropriate. Please also tell us what consideration you gave to changing the
description of the line item currently described as EBIT to operating income to be consistent with the financial statements provided in your Form 20-F for the year ended March 31, 2012 as well as the financial statements provided in Exhibit
99.5 of this Form 6-K.

 We note the Staff’s comment regarding line item descriptions used in our Form
6-K. We supplementally advise the Staff that as a foreign incorporated entity listed on the Australian Securities Exchange (“ASX”), we are subject to ASX listing rules and Australian law regarding continuous and periodic disclosure. These
disclosure requirements require us to lodge with the ASX, on a regular basis, a review of our results of operations. Accordingly, to meet our reporting requirements to the ASX and as required by Australian law, we lodge with the ASX a
“Management’s Analysis of Results”, together with our financial statements,

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 5

and furnish this information in a Form 6-K under our continuous disclosure requirements in the United States.

 As the majority of our security holders are resident in Australia, and in light of our reporting requirements under ASX listing rules and Australian law, we use line item descriptions applicable to our
reporting requirements in Australia in the review of our results of operations.

 To align the review of our results of
operations, as contained within Management’s Analysis of Results, with our financial statements, we have provided a “Definitions” section which cross-references the Australian line item descriptions to the corresponding U.S. GAAP
descriptions in our financial statements.

 As discussed with the Staff, we will provide additional clarification on the
terminology differences in future Form 6-K reports (beginning with the Company’s Form 6-K, which we expect to furnish on May 22, 2013), and amend the “Definitions” section as follows in Exhibits 99.2 and 99.3:

Financial Measures

 This document contains financial statement line item descriptions that are considered to be non-U.S. GAAP, but are consistent with those used by Australian companies. Because the company prepares its
consolidated financial statements under U.S. GAAP, the following table cross-references each non-U.S. GAAP line item description, as used in Management’s Analysis of Results and Media Release, to the equivalent U.S. GAAP financial statement
line item description used in the company’s consolidated financial statements:

 Management’s Analysis of Results

 and Media Release

 Consolidated Statements of Operations

 (US GAAP)

Net sales

Net sales

Cost of goods sold

Cost of goods sold

 Gross profit

 Gross profit

Selling, general and administrative expenses

Selling, general and administrative expenses

Research and development expenses

Research and development expenses

Asbestos adjustments

Asbestos adjustments

 EBIT *

 Operating income (loss)

Net interest (expense) income *

Sum of interest expense and interest income

Other income (expense)

Other income (expense)

 Operating profit (loss) before income taxes *

 Income (loss) before income taxes

Income tax expense

Income tax expense

 Net operating profit (loss) *

 Net income (loss)

*
Represents non-US GAAP descriptions used by Australian companies.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 6

5.
We note your response to comment seven from our letter dated January 9, 2013. We continue to have difficulty understanding how you determined it was appropriate
to present full non-GAAP financial statements for purposes of reconciling non-GAAP measures to the most directly comparable U.S. GAAP measures. Please revise your presentation to provide relevant information to investors without providing full
non-GAAP financial statements.

 Alternatively, you may consider including summary financial information
rather than full non-GAAP financial statements. For additional guidance, please refer to Compliance and Disclosures Interpretation 102.10 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 We note the Staff’s comment regarding the
presentation of full non-GAAP financial statements for purposes of reconciling non-GAAP measures to the most directly comparable U.S. GAAP measures. As discussed with the Staff, we will remove the full non-GAAP financial statements in future Form
6-K reports. Instead, we will present a summary of selected financial information in order to disclose the relevant information to users of our financial statements regarding the impact of asbestos on our consolidated financial position and results
of operations. The following is an example of the anticipated revision to our disclosure in Exhibit 99.3:

 Supplemental
Financial Information

 As set forth in Note 7 of the 30 September 2012 Condensed Consolidated Financial Statements,
the net AFFA liability, while recurring, is based on periodic actuarial determinations, claims experience and currency fluctuations. The company’s management measures its financial position, operating performance and year-over-year changes in
operating results with and without the effect of the net AFFA liability. Accordingly, management believes that the following non-GAAP information is useful to it and investors in evaluating the company’s financial position and ongoing operating
financial performance. The following non-GAAP table should be read in conjunction with JHI plc’s consolidated financial statements and related notes contained in the company’s 30 September 2012 Condensed Consolidated Financial
Statements.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 7

Supplementary Financial Information

 30 September 2012

 (Unaudited)

 (Millions of US dollars)

Total Fibre
Cement –
Excluding
Asbestos
Compensation

Asbestos
Compensation

As
Reported
(US GAAP)

 Restricted cash and cash equivalents – Asbestos

$
 —

$
63.2

$
63.2

 Restricted short-term investments – Asbestos

—

116.8

116.8

 Insurance receivable – Asbestos¹

—

209.0

209.0

 Workers compensation asset – Asbestos¹

—

84.4

84.4

 Deferred income taxes – Asbestos¹

—

431.6

431.6

 Asbestos liabi

CORRESP
1
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CORRESP

 James Hardie Industries plc

 Europa House 2nd Floor,

 Harcourt Centre

 Harcourt Street, Dublin 2, Ireland

 T: +353 (0) 1 411 6924

 F: +353 (0) 1 497 1128

 March 25, 2013

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Rufus
Decker, Accounting Branch Chief

Re:
James Hardie Industries plc

Form 20-F for the Year Ended March 31, 2012

Filed July 2, 2012

Form 6-K

Filed November 16, 2012

Form 6-K

Filed March 1, 2013

Response dated February 25, 2013

File No. 1-15240

 Dear
Mr. Decker,

 James Hardie Industries plc (the “Company”) acknowledges receipt of the letter dated March 14, 2013 (the
“Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 20-F for the fiscal year ended March 31, 2012 filed with the
Commission on July 2, 2012, the Form 6-K furnished to the Commission on November 16, 2012 and the Form 6-K furnished to the Commission on March 1, 2013.

 In accordance with a telephone exchange that occurred on March 25, 2013 with Ernest Greene and Nudrat Salik of the Staff and our outside legal counsel regarding an extension of the date to formally
respond to the Comment Letter, the Company hereby notifies the Staff that it intends to formally respond to the Comment Letter on or before April 11, 2013.

 Courtesy copies of this letter are being delivered to Ernest Greene and Nudrat Salik.

 Very truly
yours,

 /s/ Russell Chenu

 Russell
Chenu

 Chief Financial Officer

 James Hardie Industries plc is a
limited liability company incorporated in Ireland with its registered office at

 Europa House, Harcourt Centre, Harcourt Street,
Dublin 2, Ireland.

 Directors: Michael Hammes (Chairman), Brian Anderson (USA), David Dilger, David Harrison (USA),

 Alison Littley (United Kingdom) , Donald McGauchie (Australia), James Osborne, Rudy van deer Meer (Netherlands).

Chief Executive Officer: Louis Gries

 Company number: 485719

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

       DIVISION OF
CORPORATION FINANCE

                                                              March 14 , 2013

Via E -mail
Mr. Russell Chenu
Chief  Financial Officer
James Hardie Industries plc
Europa House, Second Floor,  Harcourt Center
Harcourt Street, Dublin 2, Ireland

RE: James Hardie Industries plc
Form 2 0-F for the  Year Ended March  31, 2012
Filed July 2 , 2012
Form 6 -K
Filed November 16, 2012
Form 6 -K
Filed March 1, 2013
Response dated February 25, 2013
File No. 1-15240

Dear Mr. Chenu :

We have reviewed your response letter dated February 25, 2013  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

  After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 20 -F for the Year Ended March 31, 2012

General

1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what the revisions will look like.  These revisions
should be included in your future filings, including your interim filings, if applicable.

Mr. Russell Chenu
James Hardie Industries plc
March 14 , 2013
Page 2

 Management’s Discussion and An alysis, page 83

Year Ended 31 March 2012  Compared to Year Ended 31 March 2011, page 89

Income tax benefit (expense), page 93

2. We note your response to comment two from our letter dated January 9, 2013.  In your
proposed disclosure, you indicate that the U.S. GAAP effective tax rate is not meani ngful as
it was favorably impacted by RCI’s successful appeal of the ATO’s disputed 1999 amended
tax assessment.  Please ensure that you discuss your U.S. GAAP effective tax rate in the
same manner as your comparable non -GAAP financial measure and that you r corresponding
disclosures do not place more prominence on the non -GAAP financial measures.  Refer to
Item 10(e) of Regulation S -K.

Form 6 -K Filed November 16, 2012

Exhibit 99.2
3. We note your response to comment five from our letter dated January 9, 20 13.  With regard
to the quantitative reconciliation of non -GAAP financial measures that are forward -looking,
Regulation G requires a schedule or other presentation detailing the differences between the
forward -looking non -GAAP financial measure and the app ropriate forward -looking GAAP
financial measure.  If the GAAP financial measure is not accessible on a forward -looking
basis, you should  disclose that fact and provide reconciling information that is available
without an unreasonable effort.  Furthermore, you should identify information that is
unavailable and disclose its probable significance.   Please revise your disclosures
accordingly.  Refer to SEC Release No. 33 -8176.
Exhibit 99.3

4. We note your response to comment six from our letter dated January 9, 2013.  Given that the
description operating profit before income taxes could be viewed to be confusingly similar to
your operating income line item presented in your  US GAAP financial st atements and Rule
5-03 of Regulation S -X would imply that items such as interest expense and interest income
would not generally be included in the determination of operating income or profit, please
help us better understand how you determined your curren t presentation of operating profit
before income taxes is appropriate.  Please also tell us what consideration you gave to
changing the description of the line item currently described as EBIT to operating income to
be consistent with the financial stateme nts provided in your Form 20 -F for the year ended
March 31, 2012 as well as the financial statements provided in Exhibit 99.5 of this Form 6 -K.

5. We note your response to comment seven from our letter dated January 9, 2013.  We
continue to have difficulty u nderstanding how you determined it was appropriate to present
full non -GAAP financial statements for purposes of reconciling non -GAAP measures to the
most directly comparable U.S. GAAP measures.  Please revise your presentation to provide
relevant informat ion to investors without providing full non -GAAP financial statements.

Mr. Russell Chenu
James Hardie Industries plc
March 14 , 2013
Page 3

 Alternatively, you may consider including summary financial information rather than full
non-GAAP financial statements.  For additional guidance, please refer to Compliance and
Disclos ures Interpretation 102.10 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Form 6 -K Filed March 1, 2013

Exhibit 99.5

6. During the nine months ended December 31, 2012, you recorded a provision related to New
Zealand product liability claims of $13.2 million which represented approximately 10% of
your operating income for this period.  You are becoming exposed to liability f or a greater
proportion of these claims due to the insolvency of co -defendants and the expiration of some
of your rights of recovery from third -parties.  In this regard, please address the following:
 You disclose the amount of provision for product liabili ty claims, net of estimat ed third -
party recoveries, is $16.5 million at December 31, 2012 .  Please also disclose the
corresponding gross asset and liability amounts recorded for your provision for product
liability claims and estimated th ird-party recoveri es; and
 If there is at least a reasonable possibility that a loss exceeding amounts already
recognized may have been incurred, please either disclose an estimate (or, if true, state
that the estimate is immaterial in lieu of providing quantified amounts) o f the additional
loss or range of loss, or state that such an estimate cannot be made.   Please refer to ASC
450-20-50.  If you conclude that you cannot estimate the reasonably possible additional
loss or range of loss, please supplementally: (1) explain to  us the procedures you
undertake on a quarterly basis to attempt to develop a range of reasonably possible loss
for disclosure and (2) what specific factors are causing the inability to estimate and when
you expect those factors to be alleviated.  We recog nize that there are a number of
uncertainties and potential outcomes associated with loss contingencies.  Nonetheless, an
effort should be made to develop estimates for purposes of disclosure, including
determining which of the potential outcomes are reaso nably possible and what the
reasonably possible range of losses would be for those reasonably possible outcomes.

You may contact Ernest Greene , Staff Accountant , at (202) 551 -3733 or Nudrat Salik,
Staff Accountant , at (202) 551 -3692 if you have q uestions regarding these comments.

       Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

CORRESP
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filename1.htm

CORRESP

                       James Hardie Industries
plc

                       Europa House 2nd Floor,

                       Harcourt Centre

                       Harcourt Street, Dublin
2, Ireland

                       T: +353 (0) 1 411 6924

February 25, 2013

                       F: +353 (0) 1 497 1128

 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 plc

File No. 1-15240

Form 20-F for the fiscal year ended March 31, 2012

Filed July 2, 2012

Form 6-K

Filed November 16, 2012

 Dear Mr Decker:

 Transmitted herewith is the response of James Hardie Industries plc (the “Company”) to the Staff’s comment
letter dated January 9, 2013 (the “Comment Letter”), regarding the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2012 (the “Form 20-F”) and Form 6-K furnished to the Staff on
November 16, 2012 (the “Form 6-K”). For ease of reference, the Company has reproduced below the comments set forth in the Comment Letter, as numbered, in bold type before each of its responses. Unless otherwise noted, page numbers
included herein are page references to the Form 20-F or Form 6-K, and capitalized terms used but not defined herein have the meanings ascribed to such terms in the Form 20-F or Form 6-K. Courtesy copies of this letter are being delivered to Ernest
Greene and Nudrat Salik.

 Form 20-F for the Year Ended March 31, 2012

 General

1.
Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings, including your interim filings, if applicable.

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at

Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland.

 Directors: Michael Hammes (Chairman), Brian Anderson (USA), David Dilger, David Harrison (USA),

 Alison Littley (United Kingdom), Donald McGauchie (Australia), James Osborne, Rudy van deer Meer (Netherlands),

 Chief Executive Officer: Louis Gries

 Company number: 485719

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 2

 We acknowledge your comment and will provide additional disclosure or other revisions
supplementally as requested. We will include the additional disclosure or other revisions as noted below in future filings, including interim financial reports that are furnished to the Staff on our Form 6-K, as applicable.

Management’s Discussion and Analysis, page 83

 Year Ended 31 March 2012 Compared to Year Ended 31 March 2011, page 89

 Income
Tax Benefit (Expense), page 93

2.
When you present or discuss changes between periods in a non-GAAP financial measure as an amount or percentage, such as but not limited to your discussion of the
effective tax rate of earnings excluding asbestos, asset impairments, and tax adjustments, please ensure that you do so in the same manner with the comparable GAAP financial measure. Refer to Item 10(e) of the Regulation S-K.

 We note the Staff’s comment regarding the use of non-GAAP financial measures, including but not limited
to the effective tax rate of earnings excluding asbestos, asset impairments and tax adjustments. The Company will expand its disclosures in future filings to include a discussion of changes between periods in the comparable GAAP financial measure in
the same manner that it discusses changes in the non-GAAP financial measure. We respectfully advise the Staff that the Company has provided a reconciliation of non-GAAP financial measures, including the effective tax rate of earnings excluding
asbestos, asset impairments and tax adjustments, beginning on page 100 of the Form 20-F.

 The following is an example of the
anticipated revision to our future disclosure based on page 93 of our Form 20-F:

 The Company’s U.S. GAAP effective tax
rate is not meaningful, as it was favourably impacted by RCI’s successful appeal of the ATO’s disputed 1999 amended tax assessment, resulting in an income tax benefit of US$485.2 million in fiscal year 2012, compared to an income tax
expense of US$345.2 million in fiscal year 2011, as further discussed below. The Company’s effective tax rate was also impacted by asbestos adjustments and an asset impairment charge incurred in fiscal year 2012.

The Company’s effective tax rate excluding asbestos, asset impairments and tax adjustments was 22.9% in fiscal year 2012, compared to
31.1% in fiscal year 2011, due to a higher proportion of taxable jurisdictions with lower statutory income tax rates. The Company’s geographic mix of earnings and expenses is also affected by fluctuations in foreign currency exchange rates of
the US dollar to relevant local jurisdiction currencies.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 3

 Liquidity and Capital Resources, 103

 General

3.
Since your foreign operations appear to be significant, please disclose the following:

•

 The amount of cash and short term investments held by foreign subsidiaries as compared to your total amount of cash and short-term
investments as of year end;

•

 You would be required to accrue and pay taxes to repatriate these funds and you do not intend to repatriate them, if true;

•

 Quantify the amount of cash and short-term investments held by foreign subsidiaries where the funds are not readily convertible into other
foreign currencies, including U.S. dollars. Please also explain the implications of any such restrictions upon your liquidity.

 Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Section IV and Financial Reporting Codification 501.06.a.

We note the Staff’s comment regarding cash and short term investments held by our foreign subsidiaries. We respectfully advise the
Staff that, in accordance with SEC Release 33-8350 Section IV, we have limited our discussion of liquidity and capital resources to those matters that we believe are material to critically assess our ability to generate cash and to meet existing and
known or reasonably likely future cash requirements. On that basis, we believe our current disclosures regarding liquidity and capital resources are sufficient based on the following:

•

 We are a public limited company domiciled in, and resident for tax purposes in, Ireland. The Company has centralized its treasury and cash management
function in Ireland. Accordingly, we supplementally advise the Staff that the amount of cash held by non-Irish subsidiaries at March 31, 2012 is immaterial.

•

 The Company’s significant cash balance at March 31, 2012 arose due to a tax refund of US$396.3 million received by a non-Irish subsidiary,
which was held by our centralized treasury and cash management function in Ireland at March 31, 2012. We respectfully advise the Staff that, on page 106 of our Form 20-F, the Company disclosed that it was not required to recognize deferred
taxes in association with undistributed profits of this non-Irish subsidiary.

•

 Since we do not have any material cash or short-term deposits held by non-Irish subsidiaries, we do not have funds that are not readily convertible
into other foreign currencies, and therefore have no such material restrictions on our liquidity that would merit additional disclosure regarding such restrictions.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 4

 Financial Statements

 Notes to the Financial Statements

 Note 9. Long Term Debt, page 129

4.
You disclosed that you were in compliance with all debt covenants at March 31, 2012. Please disclose the specific terms of these debt covenants with any
required ratios/amounts. Please disclose the actual ratios/amounts as of each reporting date for any material debt covenants for which it is reasonably likely that you will not be able to meet. Please also consider showing the specific computations
used to arrive at the actual ratios/amounts with corresponding reconciliations to US GAAP amounts. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Compliance and Disclosures Interpretation 102.09 which is
available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 We note
the Staff’s comment seeking additional disclosure of the specific terms, ratios/amounts and specific computations related to the Company’s debt covenants. We respectfully advise the Staff that the Company held a significant cash balance at
March 31, 2012 and, as reported on page 130 of our Form 20-F, the Company had no outstanding debt and disclosed the nature of the debt covenants to which we are subject. We believe our current disclosure regarding our debt covenants is
sufficient based on the following:

•

 We expect to remain well within our debt covenants, and we do not believe that we are reasonably likely to breach, or be at risk of breaching, any of
our debt covenants in the foreseeable future.

•

 We do not believe our debt covenants are reasonably likely to materially limit our ability to undertake future financings to meet our future capital
requirements, including the payment of dividends to shareholders.

 However, we will seek to enhance our
disclosure in future filings, in accordance with the Staff’s comment, in the event we believe our debt covenants are reasonably likely to have a material adverse effect on our liquidity and capital resources, as noted above.

Form 6-K Filed November 16, 2012

Exhibit 99.2

5.
You present non-GAAP forward looking information, including net operating profit excluding asbestos and earnings excluding asbestos, ASIC expenses, and tax
adjustments. Please present the most directly comparable GAAP financial measures and provide a quantitative reconciliation of the differences between the non-GAAP and GAAP financial measures, to the extent available without unreasonable efforts.
Refer to Item 100(a) of Regulation G.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 5

 We note the Staff’s comment regarding the use of non-GAAP forward looking
information in our earnings guidance, including the Company’s fiscal year 2013 forecasted net operating profit excluding asbestos, ASIC expenses and tax adjustments.

 We supplementally advise the Staff that the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP is net income (net operating profit).

The U.S. GAAP financial measure of net operating profit includes adjustments for certain asbestos-related assets and liabilities that are
actuarially assessed on an annual basis. As disclosed on page 124 of our Form 20-F, adjustments in the asbestos liability and related insurance receivable due to changes in the actuarial estimate of projected future cash flows, changes in the
estimate of future operating costs of AICF and changes in the assessment of recoverability under existing insurance policies held by AICF are reflected in the consolidated statements of operations during the period in which they occur. We
respectfully advise the Staff that we are unable to determine, without unreasonable effort, the impact of changes in actuarial estimates on our asbestos-related assets and liabilities, which could have a material impact on our forecasted earnings.

 Because we are unable to forecast, without unreasonable effort, the impact of movements in actuarial estimates on our
asbestos-related assets and liabilities in future periods, we are unable to present the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

In future filings, the Company will modify its disclosure indicating that it is unable to provide, without unreasonable effort, a
quantitative reconciliation of the differences between the non-GAAP and comparable GAAP forward-looking financial measure. The following is an example of the anticipated revision to our future disclosure based on page 5 of Exhibit 99.2 (Media
Release) of our Form 6-K:

 Full Year Earnings Guidance

Management expects full year earnings excluding asbestos, ASIC expenses and tax adjustments to be between US$140 million and US$150
million assuming, among other things, housing industry conditions in the United States continue to improve, the accounting provision for New Zealand product liability expenses remains adequate and that an average exchange rate of approximately
US$1.04/A$1.00 applies for the balance of the year ending 31 March 2013. The Company is unable to forecast the comparable U.S. GAAP financial measure due to uncertainty regarding the impact of actuarial estimates on asbestos-related assets and
liabilities in future periods.

 Mr. Rufus Decker

 Securities and Exchange Commission

  Page
 6

 Exhibit 99.3

6.
You present operating profit before income taxes and net operating profit. You include net interest (expense) income and other income (expense) in your determination
of operating profit before income taxes. Your Form 20-F for the year ended March 31, 2012 as well as the financial statements provided in Exhibit 99.5 of this Form 6-K present an operating income line item which excludes interest expense,
interest income, and other income (expense). In this regard, please tell us how you determined it was appropriate to include net interest (expense) income and other income (expense) in your determination of operating profit before income taxes in
the financial information provided in Exhibit 99.2. Please also tell us what consideration you gave to changing the description to the line item currently described as EBIT to operating income to be consistent with the financial statements provided
in Exhibit 99.5 of this Form 6-K.

 We note the Staff’s comment regarding the presentation of different
financial statement measurements used in the Condensed Consolidated Financial Statements and Management’s Analysis of Results, included as exhibits 99.5 and 99.3, respectively, to our Form 6-K.

The Company respectively advises the Staff that, included in our Form 6-K on pages 8 and 14 of Exhibit 99.2 and 99.3, respectively, is a
“Definitions” section which provides an appropriate cross reference to U.S. GAAP financial measures included in the Condensed Consolidated Financial Statements. In the “Definitions” section of the Form 6-K dated November 16,
2012, the Company noted that operating profit is equivalent to the U.S. GAAP measure of income.

 In future filings, the Company
will modify its “Definitions” section to clarify how operating profit before income taxes in Exhibit 99.3 cross references to the Condensed Consolidated Financial Statements included in Exhibit 99.5. The following is an example of the
anticipated revision to our future disclosure based on page 14 of Exhibit 99.3 (Management’s Analysis of Results) of our Form 6-K:

 Operating profit before income taxes – is equivalent to the US GAAP measure of income before income taxes.

7.
You present a full non-GAAP balance sheet, statement of operations, and statement of cash flows. Please revise your presentation to provide relevant information to
investors without providing full non-GAAP financial statements. For additional guidance, please refer to Compliance and Disclosures Interpretation 102.10 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 We note the Staff’s comment
regarding the presentation of full non-GAAP financial statements in Exhibit 99.3 of our Form 6-K. In this regard, we note that Compliance and Disclosures Interpretation 102.10 expresses the Staff’s view, without modifying Regulation G, that it
generally would be inappropriate to present a full non-GAAP income statement for purposes of reconciling non-GAAP measures to the most directly comparable U.S. GAAP measures.

 Mr. Rufus

CORRESP
1
filename1.htm

Correspondence

 James Hardie Industries plc

Europa House 2nd Floor,

 Harcourt Centre

 Harcourt Street, Dublin 2, Ireland

 T: +353 (0) 1 411 6924

F: +353 (0) 1 497 1128

 January 24, 2013

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Rufus
Decker, Accounting Branch Chief

Re:
James Hardie Industries plc

 Form 20-F for the Year Ended March 31, 2012

 Filed July 2,
2012

 Form 6-K

 Filed November 16, 2012

 File No. 1-15240

Dear Mr. Decker,

 James Hardie Industries
plc (the “Company”) acknowledges receipt of the letter dated January 9, 2013 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect
to the Company’s Form 20-F for the fiscal year ended March 31, 2012 filed with the Commission on July 2, 2012, and the Form 6-K furnished to the Commission on November 16, 2012.

In accordance with a telephone exchange that occurred on January 23, 2013 with Ernest Greene of the Staff and our outside legal counsel regarding an
extension of the date to formally respond to the Comment Letter, the Company hereby notifies the Staff that it intends to formally respond to the Comment Letter on or before February 25, 2013.

Courtesy copies of this letter are being delivered to Ernest Greene and Nudrat Salik.

 Very truly yours,

 /s/ Russell Chenu

 Russell Chenu

 Chief Financial Officer

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at

Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland.

 Directors: Michael Hammes (Chairman), Brian Anderson (USA), David Dilger, David Harrison (USA),

 Alison Littley (United Kingdom), Donald McGauchie (Australia), James Osborne, Rudy van deer Meer (Netherlands).

 Chief Executive Officer: Louis Gries

 Company number: 485719

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

       DIVISION OF
CORPORATION FINANCE

                                                               January 9, 2013

Via E -mail
Mr. Russell Chenu
Chief  Financial Officer
James Hardie Industries plc
Europa House, Second Floor, Harcourt Center
Harcourt Street, Dublin 2, Ireland

RE: James Hardie Industries plc
Form 2 0-F for the  Year Ended March  31, 2012
Filed July 2 , 2012
Form 6 -K
Filed November 16, 2012
File No. 1-15240

Dear Mr. Chenu :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by ad vising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

  After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 20 -F for the Year Ended March 31, 2012

General

1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what the revisions will look like.  These revis ions
should be included in your future filings, including your interim filings, if applicable.

Mr. Russell Chenu
James Hardie Industries plc
January 9, 2013
Page 2

 Management’s Discussion and An alysis, page 83

Year Ended 31 March 2012 Compared to Year Ended 31 March 2011, page 89

Income Tax Benefit (E xpense), page  93

2. When you present or discuss changes between periods in a non -GAAP financial measure as
an amount or percentage, such as but not limited to your discussion of the effective tax rate
of earnings excluding asbestos, asset impairments , and tax adjustments, please ensure that
you do so in the same manner with the comparable GAAP financial measure.  Refer to Item
10(e) of Regulation S -K.

Liquidity and Capital Resources, 103

General

3. Since your foreign operations appear to be significa nt, please disclose the following:
 The amount of cash and short -term investments held by foreign subsidiaries as compared
to your total amount of cash and short -term investments as of year -end;
 You would be required to accrue and pay taxes to repatriate these funds and you do not
intend to repatriate them, if true; and
 Quantify the amount of cash and short -term investments held by foreign subsidiaries
where the funds are not readily convertible into other foreign currencies, including U.S.
dollars.  Pleas e also explain the implications of any such restrictions upon your liquidity.
Refer to Item 303(a)(1) of Regulation S -K, SEC Release 33 -8350 Section IV and Financial
Reporting Codification 501.06.a.

Financial Statements

Notes to the Financial Statement s

Note 9.  Long -Term Debt, page 129

4. You disclosed that you were in compliance with all debt covenants at March 31, 2012.
Please disclose the specific terms of these debt covenants with any required ratios/amounts.
Please disclose the actual ratios/amou nts as of each reporting date for any material debt
covenants for which it is reasonably likely that you will not be able to meet.  Please also
consider showing the specific computations used to arrive at the actual ratios/amounts with
corresponding reconc iliations to US GAAP amounts.   See Sections I.D and IV.C of the SEC
Interpretive Release No. 33 -8350 and Compliance and Disclosures Interpretation 102.09
which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Mr. Russell Chenu
James Hardie Industries plc
January 9, 2013
Page 3

 Form 6 -K Filed November 16, 2012

Exhibit 99.2

5. You present non -GAAP forward -looking information, including net operating profit
excluding asbestos and earnings excluding as bestos, ASIC expenses , and tax adjustments.
Please present the most directly comparable GAAP financial measures and provide a
quantitative reconciliation of the differences between the non -GAAP and GAAP financial
measures, to the extent available without unreasonable efforts.  Refer to Item 100(a) of
Regulation G.

Exhibit 99.3

6. You present operating profit before income taxes and net operating profit.  You include net
interest (expense) income and other income (expense) in your determination of operating
profit before income taxes.  Your Form 20 -F for the year ended March 31, 2012 as well as
the financial statements provided in Exhibit 99.5 of this Form 6 -K present an operating
income line item which excludes interest expense, interest income, and other in come
(expense).  In this regard, please tell us how you determined it was appropriate to include net
interest (expense) income and other income (expense) in your determination of operating
profit before income taxes in the financial information provided in  Exhibit 99.2.  Please also
tell us what consideration you gave to changing the description of the line item currently
described as EBIT to operating income to be consistent with the financial statements
provided in your Form 20 -F for the year ended March 31, 2012 as well as the financial
statements provided in Exhibit 99.5 of this Form 6 -K.

7. You present a full non -GAAP balance sheet, statement of operations, and statement of cash
flows.  Please revise your presentation to provide relevant information to in vestors without
providing full non -GAAP financial statements.  For additional guidance, please refer to
Compliance and Disclosures Interpretation 102.10 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

  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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; and

Mr. Russell Chenu
James Hardie Industries plc
January 9, 2013
Page 4

  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.

You may contact Ernest Greene , Staff Accountant , at (202) 551 -3733 or Nudrat Salik,
Staff Accountant , at (202) 551 -3692 if you have questions regarding these comments.

       Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

                                                            March 7, 2012
 Via E-mail

Mr. Russell Chenu Chief Financial Officer James Hardie Industries SE Europa House, Second Floor, Harcourt Center Harcourt Street, Dublin 2, Ireland
 RE: James Hardie Industries SE
Form 20-F for the Year Ended March 31, 2011 Filed June 29, 2011 File No. 1-15240

Dear Mr. Chenu:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
          Sincerely,
/s/ Rufus Decker
         R u f u s  D e c k e r
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 March 2, 2012

 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 SE

 File
No. 1-15240

 Form 20-F for the fiscal year ended March 31, 2011

Form 20-F/A for the fiscal year ended March 31, 2011

 Dear Mr. Decker:

 Transmitted herewith are the responses of James Hardie
Industries SE (the “Company”) to the Staff’s comment letter dated February 3, 2012 (the “Comment Letter”), regarding the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2011 (the
“Form 20-F”) and Form 20-F/A for the fiscal year ended March 31, 2011. For ease of reference, the Company has reproduced below the comments set forth in the Comment Letter, as numbered, in bold type before each of its responses.
Unless otherwise noted, page numbers included herein are page references to the Form 20-F, and capitalized terms used but not defined herein have the meanings ascribed to such terms in the Form 20-F. Courtesy copies of this letter are being
delivered to Ernest Greene and Jeanne Baker.

 Form 20-F for the Year Ended March 31, 2011

General

1.
Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings, including your interim filings, if applicable.

 We
acknowledge your comment and will provide additional disclosures or other revisions supplementally as requested. We have included such revisions, as applicable, in our disclosures to the condensed consolidated financial statements as of and for the
period ended December 31, 2011, which was furnished to the SEC on Form 6-K on March 1, 2012. We will also include such revisions in our future filings.

 Mr. Rufus Decker

Securities and Exchange Commission

 Page 2

 Financial Statements

 Summary of Significant Accounting Policies, page 80

 Impairment of Long-Lived Assets,
page 80

2.
We note your disclosure regarding impairment of long-lived assets. In the interest of providing readers with a better insight into management’s judgments in
accounting for long-lived assets, including property and equipment and customer relationships intangible assets, please disclose the following:

•

 How you group long-lived assets for impairment and your basis for that determination;

•

 How frequently you evaluate for the types of events and circumstances that may indicate impairment;

•

 Sufficient information to enable a reader to understand how you determine fair value; and

•

 The carrying value of any long-lived assets or asset groups for which the carrying value is close to corresponding undiscounted cash flows or fair
value.

 We note the Staff’s comment seeking clarification on management’s judgments used in
accounting for long-lived assets. We supplementally advise the Staff that, as of March 31, 2011, no events or circumstances were identified by the Company that indicate the carrying value of long-lived assets might not be recoverable.

 In addition, we supplementally advise the Staff that the Company’s long-lived assets do not include customer
relationships or other intangible assets. The Company routinely assesses its property and equipment long-lived assets on a quarterly basis for impairment indicators. The Company has implemented internal controls and processes to assist in the
detection of such impairment indicators. We supplementally advise the Staff that in the future, should the Company identify any events or circumstances that indicate the carrying value of long-lived assets might not be recoverable, the Company will
disclose the information called for by the Staff above.

 In circumstances where the carrying value of any of the
Company’s long-lived assets or asset groups approximates the corresponding undiscounted future cash flows or estimated

 Mr. Rufus Decker

Securities and Exchange Commission

 Page 3

fair value, the Company will disclose such carrying values. We supplementally advise the Staff that as of March 31, 2011, the Company does not have any long-lived assets with carrying values
that approximate the corresponding undiscounted cash flows or estimated fair values. Accordingly, we do not believe any revisions or expanded disclosures are required in future filings in response to the Staff’s comment in this regard, until
such conditions become applicable to the Company.

 The following is an example of the anticipated revisions to our future
disclosure based on the accounting policy for impairment of long-lived assets on page 80 of the Form 20-F:

 Long-lived assets,
such as property, plant and equipment, are evaluated each quarter for events or changes in circumstances that indicate that an asset might be impaired because the carrying amount of the asset may not be recoverable. These include, without
limitation, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used, a current period operating or cash flow loss combined with a history of operating or cash flow losses, a projection or
forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group and/or a current expectation that it is more likely than not that a long lived asset or asset group will be sold or otherwise disposed of
significantly before the end of its previously estimated useful life.

 When such indicators of potential impairment are
identified, recoverability is tested by grouping long-lived assets that are used together and represent the lowest level for which cash flows are identifiable and distinct from the cash flows of other long-lived assets, which is typically at the
production line or plant facility level, depending on the type of long-lived asset subject to an impairment review.

Recoverability is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted future cash flows
expected to be generated by the asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment charge is recognized at the amount by which the carrying amount exceeds the estimated fair value of the asset
group.

 The methodology used to estimate the fair value of the asset group is based on a discounted cash flow analysis that
considers the asset group’s highest and best use that would maximize the value of the asset group. In addition, the estimated fair value of an asset group also considers, to the extent practicable, a market participant’s expectations and
assumptions in estimating the fair value of the asset group. If the estimated fair value of the asset group is less than the carrying value, an impairment loss is recognized at an amount equal to the excess of the carrying value over the estimated
fair value of the asset group.

 Mr. Rufus Decker

Securities and Exchange Commission

 Page 4

 15.     Commitment and Contingencies, page 94

ASIC Proceedings, page 94

3.
You disclosed that on December 17, 2010, you were ordered to pay 90% of the costs incurred by ASIC in respect of your appeal. You also disclose in MD&A that
you were ordered to pay a portion of the costs for each of the first instance proceedings and appeal. You indicated that in light of the uncertainty surrounding the amount of such costs, you have not recorded any provisions for these costs at
March 31, 2011. Please clarify whether ASIC has provided you with the amount of costs that they incurred. You also disclose that losses and expenses arising from the ASIC proceedings could have a material adverse effect on your financial
position, liquidity, results of operations and cash flows. If there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred for your ASIC matter, please either disclose an estimate (or, if true,
state that the estimate is immaterial in lieu of providing quantified amounts) of the additional loss or range of loss, or state that such an estimate cannot be made. Please refer to ASC 450-20-50.

We note the Staff’s comment and supplementally advise the Staff that ASIC has not provided the Company with the amount of costs it
has incurred in connection with the ASIC Proceedings. In addition, we supplementally advise the Staff that in light of the inherent uncertainty surrounding the amount of such costs, the Company is currently unable to estimate the additional loss or
range of loss relating to the quantum of costs incurred by ASIC.

 In future filings (including our quarterly results furnished
to the SEC on Form 6-K on March 1, 2012), the disclosure on page 94 of the Form 20-F will be enhanced as follows with respect to the costs that the Company may be required to pay to ASIC:

The amount of the costs that the Company may be required to pay to ASIC following the Court of Appeal judgments is contingent on a number
of factors. These include, without limitation, whether such costs (including the costs orders in ASIC’s favor against the Company in the first instance hearing, which orders were not disturbed by the Court of Appeal) are reasonable having
regard to the issues pursued in the case by ASIC against the Company, the number of legal practitioners involved in such legal work and their applicable fee rates. In addition, the amount of costs is contingent on the associated legal work
undertaken specifically in respect of those issues, since the Company is not liable for legal costs of a previous claim and related order that was withdrawn by ASIC in September 2008, the overlapping claims against other parties in the first
instance or appeal proceedings or the successful interlocutory appeal by the Company against ASIC during the course of the first instance hearing.

 Mr. Rufus Decker

Securities and Exchange Commission

 Page 5

 ASIC has not notified the Company of the amount of costs that it has incurred in connection
with the ASIC Proceedings. In addition, any costs that may be asserted by ASIC in the future will be subject to third party review and may not represent the amount of costs the Company will ultimately be liable to pay. Accordingly, in light of the
inherent uncertainty surrounding the amount of such costs, together with the unusual circumstances surrounding the ASIC proceedings, the Company is unable to estimate the additional loss or range of loss relating to the quantum of costs incurred by
ASIC at this time. Therefore, the Company has not recorded any provision for these costs at March 31, 2011.

 * * * *

 You may call the undersigned with any questions or comments you may have regarding this letter at (312) 705-6192. In
addition, please send all written correspondence directly to the undersigned, with copies to James J. Moloney of Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, California 92612, facsimile (949) 475-4756.

Very truly yours,

/s/ Russell Chenu

Russell Chenu

Chief Financial Officer

cc:
James Hardie Industries SE

 Michael Hammes, Chairman of the Board

 Brian Anderson, Chairman of the Audit
Committee

 Louis Gries, Chief Executive Officer

 Joe Blasko, General Counsel

 Michael Volk, Corporate Financial Controller

 Securities and Exchange Commission

 Jeanne Baker

 Ernest Greene

Ernst & Young

 John Faulkner

 Gibson, Dunn & Crutcher LLP

James J. Moloney

 Mr. Rufus Decker

Securities and Exchange Commission

 Page 6

 EXHIBIT A

 I, Russell Chenu, Chief Financial Officer of James Hardie Industries SE (the “Company”), do hereby acknowledge that:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

2.
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

3.
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.

Date: March 2, 2012

/s/ Russell Chenu

Russell Chenu

Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

James Hardie Industries SE

Europa House 2nd Floor, Harcourt Centre

Harcourt Street, Dublin 2, Ireland

T: +353 (0) 1 411 6924

F: +353 (0) 1 497 1128

 February 10, 2012

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Rufus
Decker, Accounting Branch Chief

Re:
James Hardie Industries SE

Form 20-F for the Year Ended March 31, 2011

 Filed June 29, 2011

 Form 20-F/A for the Year Ended March 31, 2011

 Filed July 14, 2011

 File No. 1-15240

 Dear Mr. Decker,

James Hardie Industries SE (the “Company”) acknowledges receipt of the letter dated February 3, 2012 (the “Comment Letter”) from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 20-F for the fiscal year ended March 31, 2011 filed with the Commission on June 29, 2011, and amended on
July 14, 2011.

 I refer to my telephone exchange on February 7, 2012 with Ernest Greene of the Staff regarding an extension of the date to
formally respond to the Comment Letter. The Company confirms that it will formally respond to the Comment Letter on or before March 2, 2012.

Courtesy copies of this letter are being delivered to Ernest Greene and Jeanne Baker.

 Very truly yours,

 /s/ Russell Chenu

 Russell Chenu

 Chief Financial Officer

 James Hardie Industries SE is a limited liability company incorporated in Ireland with its registered office at

 Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland.

Directors: Michael Hammes (Chairman), Brian Anderson (USA), David Dilger, David Harrison (USA), James

Osborne, Donald McGauchie (Australia), Rudy van der Meer (Netherlands).

Chief Executive Officer: Louis Gries

 Company number: 485719

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

       DIVISION OF
CORPORATION FINANCE

                                                                February 3, 2012
 Via E-mail

Mr. Russell Chenu Chief Financial Officer James Hardie Industries SE Europa House, Second Floor, Harcourt Center
Harcourt Street, Dublin 2, Ireland

 RE: James Hardie Industries SE
Form 20-F for the Year Ended March 31, 2011 Filed June 29, 2011 Form 20-F/A for the Year  Ended March 31, 2011
Filed July 14, 2011 File No. 1-15240

Dear Mr. Chenu:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 20-F for the Year Ended March 31, 2011

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings, in cluding your interim filings, if applicable.

Mr. Russell Chenu
James Hardie Industries SE February 3, 2012 Page 2
 Financial Statements

 Summary of Significant Acc ounting Policies, page 80

 Impairment of Long-Lived Assets, page 80

 2. We note your disclosures regarding impairment of  long-lived assets.  In the interest of
providing readers with a better insight into management’s judgments in accounting for long-
lived assets, including property and equipment and customer rela tionships intangible assets,
please disclose the following:
 How you group long-lived assets for impairment and your basis for that determination;
 How frequently you evaluate for the types of events and circumstances that may indicate
impairment;
 Sufficient information to enable a reader to  understand how you determine fair value; and
 The carrying value of any long- lived assets or asset groups for which the carrying value
is close to corresponding undiscoun ted cash flows or fair value.
 15. Commitment and Con tingencies, page 94

 ASIC Proceedings, page 94

 3. You disclosed that on December 17, 2010, you were ordered to pay 90% of the costs incurred
by AISC in respect of your appeal.  You also disclose in MD&A that you were ordered to
pay a portion of the costs for each of the first instance proceedings and appeal.  You
indicated that in light of the uncertainty su rrounding the amount of such costs, you have not
recorded any provisions for these costs at March 31, 2011.  Please clarify whether ASIC has
provided you with the amount of costs that they incurred.  You also disclose that losses and
expenses arising from the ASIC proceedings could have a material adverse effect on your
financial position, liquidity, resu lts of operations and cash flows.   If there is at least a
reasonable possibility that a loss exceeding amounts alrea dy recognized may have been
incurred for your ASIC matter, pl ease either disclose an estimate  (or, if true, state that the
estimate is immaterial in lieu of  providing quantified amounts) of  the additional loss or range
of loss, or state that such an estimate cannot be made. Please refer to ASC 450-20-50.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. Russell Chenu
James Hardie Industries SE February 3, 2012 Page 3
  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.

You may contact Ernest Greene, Staff A ccountant at (202) 551-3733 or Jeanne Baker,
Assistant Chief Acc ountant at (202) 551-3691  if you have questions regarding these comments.

       S i n c e r e l y ,

/s/ Rufus Decker
         R u f u s  D e c k e r
       Accounting Branch Chief

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James Hardie Industries SE

Atrium, 8th floor

Strawinskylaan 3077

1077 ZX Amsterdam, The Netherlands

April 19, 2010

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jay Ingram

         Mail Stop 4561

                   Re:

    James Hardie Industries SE

Registration Statement on Form F-4 (File No. 333-165531)

Ladies and Gentlemen:

               James Hardie Industries SE (the “Company”) respectfully requests, pursuant to Rule 461 of the
Securities Act of 1933, as amended, that the effective date of the Registration Statement on Form
F-4, as amended, referenced above, filed on April 13, 2010, be accelerated by the Securities and
Exchange Commission (the “Commission”) to 4:00 p.m. (Eastern Daylight Time) on Wednesday, April 21,
2010, or as soon as practicable thereafter.

               The Company hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

    •

    the Company may not assert the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

               The Company respectfully requests that it be notified of such effectiveness by a telephone
call to the Company’s counsel, Michael Gizang of Skadden, Arps, Slate, Meagher & Flom LLP, at (212)
735-2704 and that such effectiveness also be confirmed in writing.

    Very truly yours,

JAMES HARDIE INDUSTRIES SE

    By:
    /s/ Paul A. Bokota

    Name:
    Paul A. Bokota

    Title:
    Authorized Person

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      March 30, 2010
  Louis Gries Chief Executive Officer James Hardie Industries SE Atrium, 8
th Floor
Strawinshylaan 3077 1077 ZX Amsterdam, The Netherlands
 Re: James Hardie Industries SE
Registration Statement on Form F-4
File No. 333-165531
  Filed on March 17, 2010

Dear Mr. Gries:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Prospectus Cover Page

1. Please revise the cover to indicate that shar eholders will continue to hold the same
number of CUFS or ADSs in Irish SE if Stage 2 is appoved.
 Letter from the Chairmen

2. Clearly indicate the changes to the proposed articles of associaton for Irish SE
that resulted from your review of comme nts from investor advisory groups.
Matters that you reviewed a nd declined to implement should also be highlighted
in the Chairmen’s letter.

Louis Gries
James Hardie Industries N.V. March 30, 2010
Page 2
*     * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and
• the company may not assert staff comments and the declaration of
effectiveness 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Louis Gries
James Hardie Industries N.V. March 30, 2010 Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in adva nce of the requested effective date.
You may contact me at (202)  551-3397 with any questions.

 Sincerely,    Jay Ingram Legal Branch Chief

cc: Michael E. Gizang  Skadden, Arps, Slate, Meagher & Flom LLP  Four Times Square
New York, NY 10036-6522  By facsmile at 917.777.2704

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 5, 2010
 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 completed our review of your Fo rm 20-F and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, please direct them to Jay Ingram, Legal Branch Chief, at (202) 551-3397.  Please contact Jeffrey Gordon, Staff Accountant, at (202)  551-3866 or, in his
absence, Jeanne Baker, Assistant Chie f Accountant at (202) 551-3691 if you have
questions regarding our revi ew of the financial statem ents and related matters.
        S i n c e r e l y ,            R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

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    James Hardie Industries N.V.

Atrium 8th Floor

Strawinskylaan 3077

1077 ZX Amsterdam

The Netherlands

December 22, 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:

     The Staff provided supplemental comments, by letter dated December 16, 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 comment set forth in the Comment Letter,
as numbered, in bold type before the response 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 and Jeffrey Gordon.

Item 18 — Financial Statements

Restricted Cash and Cash Equivalents, page F-9 and Restricted Cash and Cash Equivalents —
Asbestos, F-19

    1.

    We have reviewed your response to prior comment 17 of our letter dated November 4, 2009. Your
response indicates that cash and cash equivalents of the AICF are reflected as restricted
assets, as the use of these assets is restricted to the settlement of asbestos claims and
payment of the operating costs of the AICF and that you classify these amounts as a current
asset on the face of the consolidated balance sheet since they are highly liquid. On the face
of your balance sheet as of March 31, 2009, you present current restricted cash and cash
equivalents related to asbestos in the amount of $45.4 million and current restricted
short-term investments related to asbestos in the amount of $52.9 million, while your current
asbestos liability is $78.2

Mr. Rufus Decker

Securities and Exchange Commission

Page 2

million. Given your restricted current assets related to asbestos are greater than your
current asbestos liability, please tell us what consideration you gave to presenting certain
amounts of restricted assets related to asbestos as non-current assets. In this regard, we
note your intention to record cash and cash equivalents between current and non-current
amounts in your consolidated balance sheets based on the current and non-current
classification of your estimated claims liability.

We note the Staff’s comment asking what the Company considered in presenting certain
amounts of restricted assets related to asbestos as non-current assets and the Company’s
intentions with respect to recording cash and cash equivalents between current and
non-current amounts in our balance sheets based on the current and non-current
classification of our estimated claims liability.

 We respectfully submit that it is
the Company’s intention to record cash and cash equivalents between current and non-current
amounts in our balance sheets based on the current and non-current classification of our
estimated insurance claims liability with respect to certain letters
of credit (with insurance companies) under which it is
contractually obligated.

However, the Company’s restricted assets related to asbestos are not
encumbered by such contractual obligations and can be and are used by the AICF without restriction
to settle AICF liabilities and operating expenses and are not for the sole purpose of
settling the AICF’s current asbestos liability. Accordingly, we believe the previously
proposed presentation and approach to recording assets between current and non-current
assets is appropriate.

***

     You may call the undersigned with any questions or comments you may have regarding this letter
at +31 20 301 6794. In addition, please send all written correspondence directly to the undersigned
at facsimile +31 20 404 2544, with copies to James J. Moloney of Gibson, Dunn & Crutcher LLP, 3161
Michelson Drive, 12th Floor, Irvine, California 92612, facsimile (949) 475-4756.

    Very truly yours,

    /s/ Russell Chenu

    Russell Chenu

    Chief Financial Officer

Mr. Rufus Decker

Securities and Exchange Commission

Page 3

    cc:

    James Hardie Industries N.V.

    Louis Gries, Chief Executive Officer

    Robert Cox, General Counsel

    Michael Volk, Corporate Financial Controller

    Michael Hammes, Chairman of the Joint and Supervisory Boards

    Brian Anderson, Chairman of the Audit Committee

    Securities and Exchange Commission

    Jay Ingram

    Jeanne Baker

    Jeffrey Gordon

    Ernst & Young

    John Faulkner

    PricewaterhouseCoopers LLP

    Shaun Matthews

    Gibson, Dunn & Crutcher LLP

    Mark W. Shurtleff

    James J. Moloney

EXHIBIT A

I, Russell Chenu, Chief Financial Officer of James Hardie Industries N.V. (the “Company”), do
hereby acknowledge that:

    1.

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    2.

    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

    3.

    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.

    Date: December 22, 2009
    /s/ Russell Chenu

    Russell Chenu

    Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
December 16, 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 your response letter  dated December 2, 2009 and have the
following additional comment.  If you disagree with our comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  In our comment, 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 comment 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 18 - Financial Statements

Restricted Cash and Cash Equivalents, page F-9 and Restricted Cash and Cash
Equivalents – Asbestos, F-19

1. We have reviewed your response to prior comment 17 of our letter dated
November 4, 2009.  Your response indicates that cash and cash equivalents of the
AICF are reflected as restricted assets, as th e use of these assets is restricted to the
settlement of asbestos claims and paymen t of the operating costs of the AICF and
that you classify these amounts as a current  asset on the face of the consolidated
balance sheet since they are highly liquid.  On the face of your balance sheet as of

Mr. Russell Chenu
James Hardie Industries N.V. December 16, 2009 Page 2 of 2
March 31, 2009, you present current restrict ed cash and cash equivalents related
to asbestos in the amount of $45.4 milli on and current restri cted short-term
investments related to asbestos in the amount of $52.9 million, while your current
asbestos liability is $78.2 million.  Given your restricted current assets related to
asbestos are greater than your current as bestos liability, plea se tell us what
consideration you gave to presenting certain  amounts of restricted assets related to
asbestos as non-current assets.  In this regard, we note your intention to record
cash and cash equivalents between curre nt and non-current amounts in your
consolidated balance sheets  based on the current and non-current classification of
your estimated claims liability.

*    *    *    *
 Please respond to this comment within 10 business days, or tell us when you will
provide us with a response.  Please provide us with a response letter that keys your
response to our comment and provides any 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 response to our comment.
 You may contact Jay Ingram, Legal Bran ch Chief, at (202) 551-3397 if you have
any questions regarding legal or disclosure matters.  Please contact Jeffrey Gordon, Staff
Accountant, at (202) 551-3866 or, in his absence, Jeanne  Baker, Assistant Chief
Accountant at (202) 551-3691 if you have ques tions regarding comments on the financial
statements and related matters.

 Sincerely,
 Rufus Decker
 Accounting Branch Chief

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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

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

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      April 8, 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 completed our review of your Fo rm 20-F and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Account ant, at (202) 551-3733 or in his absence,
Jeanne Baker, Assistant Chie f Accountant, at (202) 551-3691.

       S i n c e r e l y ,           R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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James Hardie Industries N.V.

Atrium 8th Floor

Strawinskylaan 3077

1077 ZX Amsterdam

The Netherlands

April 4, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street

N.E., Stop 7010

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, 2007

Dear Mr. Decker,

Transmitted herewith is the response of James Hardie Industries N.V. (the “Company”) to the Staff’s
supplemental comment by letter dated March 26, 2008 (the “Comment Letter”) regarding the Company’s
Annual Report on Form 20-F for the fiscal year ended March 31, 2007 (the “20-F”). For ease of
reference, the Company has reproduced the comment set forth in the Comment Letter, as numbered,
before its response 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 attributed to such terms in the 20-F. Courtesy copies of this letter are being delivered
to Brigitte Lippmann, Pamela Long, Ernest Greene and Jeanne Baker.

Securites and Exchange Commission

Page 2

Item 5 — Operating and Financial Review and Prospects — Page 47

Year ended March 31, 2007 Compared to Year Ended March 31, 2006 — Page 52

    1.

    We have read your response to comment two from our letter dated January 31, 2008. On page 5,
you indicate that net sales from Asia Pacific Fiber Cement increased 4% from $241.8 in fiscal
year 2006 to $251.7 million in fiscal year 2007 due to the increased sales volume and
favorable currency exchange rate differences, partially offset by a decreased average net sale
prices. In future filings, please quantify the impact of each business reason mentioned above
within your discussion of Asia Pacific fiber Cement Net Sales on a US dollar basis.

In future filings, the Company will quantify the impact of any material changes in foreign
exchange rates, sales volumes and the average net sales prices within its discussion of Asia
Pacific Fiber Cement Net Sales on a U.S. dollar basis.

***

Securities and Exchange Commission

Page 3

     You may call the undersigned with any questions or comments you may have regarding this letter
at 31 20 301 6794. In addition, please send all written correspondence directly to the
undersigned, with copies to Gary Epstein at Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami,
Florida 33131, telecopy (305) 579-0717.

    Very truly yours,

    /s/ Russell Chenu

    Russell Chenu

    Chief Financial Officer

    cc:

    James Hardie Industries N.V

Louis Gries, Chief Executive Officer

Michael Hammes, Chairman of the Joint and Supervisory Boards

Brian Anderson, Chairman of the Audit Committee

Robert Bredenkamp, Corporate Financial Controller

    Securities and Exchange Commission

Jeanne Baker

Ernest Greene

Brigitte Lippmann

Pamela Long

    PricewaterhouseCoopers LLP

Shaun Matthews

    Greenberg Traurig P.A.

Gary Epstein

Barbara Oikle

Securities and Exchange Commission

Page 4

EXHIBIT A

I, Russell Chenu, Chief Financial Officer of James Hardie Industries N.V. (the “Company”), do
hereby acknowledge that:

         •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
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.

    Date:  April 4, 2008
    /s/ Russell Chenu

    Russell Chenu

    Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             March 26, 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 letter dated February 29, 2008 and have the following
comment.  Where indicated, we think you should revise your disclosures in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requir ements and to enhance the
overall disclosure in your filing.  We look forw ard to working with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the phone numbers listed below.

FORM 20-F FOR THE YE AR ENDED MARCH 31, 2007

 Item 5 – Operating and Financial Review and Prospects, page 47

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

1. We have read your response to comment  two from our lett er dated January 31,
2008.  On page 5, you indicate that net sa les from Asia Pacific Fiber Cement
increased 4% from $241.8 in  fiscal year 2006 to $251.7 m illion in fiscal year
2007 due to the increased sales volume a nd favorable currency exchange rate
differences, partially offset by a decreased  average net sales prices.  In future
filings, please quantify the impact of  each business reason mentioned above
within your discussion of Asia Pacific Fiber Cement Net Sales on a US dollar
basis.

Mr. Russell Chenu
March 26, 2008 Page 2
*    *    *    *

Please respond to this comment within 10 business days, or tell us when you will
provide us with a response.  Please provide 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.
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, Assi stant 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

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James Hardie Industries N.V.

Atrium 8th Floor

Strawinskylaan 3077

1077 ZX Amsterdam

The Netherlands

February 29, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street

N.E., Stop 7010

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, 2007

Dear Mr. Decker,

Transmitted herewith are the responses of James Hardie Industries N.V. (the “Company”) to the
Staff’s comment letter dated January 31, 2008 (the “Comment Letter”) regarding the Company’s Annual
Report on Form 20-F for the fiscal year ended March 31, 2007 (the “20-F”). For ease of reference,
the Company has reproduced the comments set forth in the Comment Letter, as numbered, 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
attributed to such terms in the 20-F. Courtesy copies of this letter are being delivered to
Brigitte Lippmann, Pamela Long, Ernest Greene and Jeanne Baker.

Securities and Exchange Commission

Page 2

Risk Factors — Page 6

    1.

    In future filings, please provide the information investors need to assess the magnitude of
the risk. For example, to the extent material to understanding the magnitude of the risk,
provide the following 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.

    •

    Quantify your indemnification obligations 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 directors, officers or employees of the
James Hardie Group.

    •

    Quantify your reserves for warranty-related claims and legal proceedings.

    In future filings, to the extent the Company can quantify the risks referenced in the
Staff’s comment and such risks are material, it will include quantitative information in its
risk factor disclosures concerning such risks to the extent such matters are referenced in
its risk factor disclosures. The Company notes, however, that certain risks, such as the
exact amount of any specific future payments to the special purpose fund, beyond the
following fiscal year, cannot be quantified, as such amounts are dependent on a variety of
contingent factors, including the Company’s free cash flow (defined as cash from operations
in accordance with GAAP in force at the date of the Original Final Funding Agreement),
actuarial estimations, actual claims paid, operating expenses of the special purpose fund,
the exchange rate between the Australian dollar and the U.S. dollar and the annual cash flow
cap. See Item 4, “Information on the Company — Legal Proceedings” in the 20-F for an
explanation of these contingent factors. The Company will, however, in future filings
include in its asbestos risk factor disclosure quantitative information about the
anticipated payment to the special purpose fund for the following fiscal year, past payments
to the special purpose fund and the total asbestos liability as of the reported period end.
Similarly, due to the contingent nature of the amounts, the Company also cannot quantify any
future indemnification obligations for costs, penalties, fees and expenses incurred by
current or former directors, officers or employees of the James Hardie Group.

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 net 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 sales for your Asia Pacific Fiber Cement segment increased 4% from
$241.8 million in fiscal 2006 to $251.7 million in fiscal year without addressing the reasons
for increase in US dollar sales of 4%. You do, however, disclose that in your Asia 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 million square feet, partly offset by a
3% decrease in the average Australian dollar net sales

Securities and Exchange Commission

Page 3

    price. Please revise to adequately discuss and quantify the reasons for the changes in your
US dollar sales.

    The difference between the increase in U.S. dollars of 4% compared to the increase in
Australian dollars of 2% for the Company’s Asia Pacific Fiber Cement Net Sales is, as
disclosed, entirely due to the change in the Australian dollar to U.S. dollar exchange rate.

    This currency related difference between the U.S. dollar and Australian dollar amounts is
described in the Company’s summary of Total Net Sales which precedes the referenced
disclosure. See the first paragraph on page 52 which states: “Net sales from Asia Pacific
Fiber Cement increased 4% from $241.8 million in fiscal year 2006 to $251.7 million in
fiscal year 2007 due to increased sales volumes and favorable currency exchange rate
differences, partially offset by a decreased average net sales price.”

Controls and Procedures — Page 118

    3.

    We note your disclosure that controls and procedures can provide only ‘reasonable assurance’
regarding management’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
are effective at the reasonable assurance level.

    Based on the Company’s evaluation as of March 31, 2007 of the effectiveness of the design
and operations of its disclosure controls and procedures, the Company confirms that its
certifying officers concluded that its disclosure controls and procedures were effective at
the reasonable assurance level as of March 31, 2007, to ensure that the information required
to be disclosed in the reports the Company files or submits under the Exchange Act were
recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the SEC and that such information was accumulated and communicated to the
Company’s management, including the Company’s Chief Executive Officer and Chief Financial
Officer, to allow for timely decisions regarding required disclosures.

    Assuming that the Company’s certifying officers reach similar conclusions from an evaluation
of its disclosure controls and procedures as of the end of the period covered in any future
filing, it will state in such filing that its certifying officers concluded that its
disclosure controls and procedures were effective at the reasonable assurance level as of
the end of such period to ensure that the information required to be disclosed in the
reports the Company files or submits under the Exchange Act were recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC
and that such information was accumulated and communicated to the Company’s management,
including the Company’s Chief Executive Officer and Chief Financial Officer, to allow for
timely decisions regarding required disclosures.

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-related liabilities of Amaca and Amaba as determined by

Securities and Exchange Commission

Page 4

    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 central estimate is net of expected insurance recoveries 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 F-22 that for US GAAP purposes, specifically FIN14, there was no amount within your
range of loss that was a better estimate 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 that pursuant to paragraph 140 of SOP 96-1, you have only recorded probable
insurance recoveries. Please revise your disclosures throughout the filing to provide these
clarifying disclosures.

    At March 31, 2006, the Company determined that it was appropriate to record a provision for
what had become a probable and estimable liability. The amount that was recorded was based on the terms of
the proposed FFA, which included an actuarial estimate prepared by KPMG Actuaries (“KPMGA”)
as of March 31, 2006 of the projected future cash outflows, undiscounted and uninflated, and
the anticipated tax deduction arising from Australian legislation which came into force on April 6, 2006.

    Following the finalization of the asbestos funding arrangements in February 2007, the 20-F
includes additional disclosure intended to help the reader assess the Company’s asbestos
liability. In arriving at the provision value, the Company again relied on an estimate
provided by KPMGA. Based on KPMGA’s assumptions, KPMGA arrived at a range of possible total
cash flows, although as part of their work they proposed a central estimate which is
intended to reflect an expected outcome. The Company views the central estimate as the
basis for recording the asbestos liability in the Company’s financial statements, which,
under U.S. GAAP, it considers the best estimate under SFAS 5. The Company will add
clarifying disclosures in future filings.

    Furthermore, as stated on page F-14, the Company based the value of the liability on
undiscounted and uninflated cash flows as it believes that it is inappropriate to discount
or inflate future cash flows when the timing and amounts of such cash flows is not fixed or
readily determinable.

    In an effort to provide additional information and to indicate the impact of inflation on
the future cash flows, the Company refers to the undiscounted (but inflated) central
estimate of A$2.8 billion on pages F-21 and F-23. It is the Company’s view that when read in
conjunction with the accounting policy on page F-14, the reader is better able to determine
how and why the Company arrived at the level of liability recorded. In future filings the
Company will use the words “but inflated” where appropriate.

    The table on page F-22 is intended to show how the Company’s liability under the funding
arrangements is presented on the Company’s balance sheet. The Company confirms that in
accordance with FIN 39, it has not netted the $393 million insurance recoveries against its
asbestos-related liabilities. The Company notes that this table includes amounts for the
asbestos liability, the receivables for insurance and all other components of the liability

Securities and Exchange Commission

Page 5

    which are recorded on a gross basis as separate items which agree to the captions on the
balance sheet.

    The Company confirms that only probable insurance recoveries have been recorded in
accordance with paragraph 140 of SOP 96-1. The Company has included such clarifying
disclosure in its recent financial statements and it is the Company’s intention to continue
including such disclosure in its future filings. See the Company’s financial statements for
the quarter ended June 30, 2007, furnished to the SEC on August 17, 2007 on Form 6-K.

    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.
Separately 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 disclosures 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 clarify supplementally and revise your
disclosures to clarify why taxes impact your FFA liability and the related provision you have
recognized during the period.

    No rollforward of the asbestos-related assets and liabilities was included in the 20-F
because the balance sheet contained in the 20-F was the first balance sheet to include the
liability on a gross basis. However, the Company has included this presentation in its
recent financial statements, and it is the Company’s intention to continue including this
presentation, in its future filings. See the Company’s financial statements for the quarter
ended June 30, 2007, furnished to the SEC on August 17, 2007 on Form 6-K.

    At March 31, 2006, the Company recorded an asbestos provision based on the estimated
economic reality of the proposed FFA. The amount of the asbestos provision of $715.6
million was based on the terms of the proposed FFA, which included an actuarial estimate
prepared by KPMGA as of March 31, 2006 of the projected future cash outflows, undiscounted
and uninflated, and the anticipated tax deduction arising from Australian legislation which
came into force on April 6, 2006. The amount represented the net economic impact that the
Company was prepared to assume as a result of its voluntary funding of the asbestos
liability which was under negotiation with various parties.

    Upon signing of the FFA in 2007, in accordance with Financial Accounting Standards Board
Interpretation No. 46R, “Consolidation of Variable Interest Entities”, the Company
consolidated the AICF with the Company resulting in a gross-up of the asbestos liability and
certain other items including the related Australian income tax benefit. Among other items,
the Company recorded a deferred tax asset for the anticipated tax benefit related to
recorded charges and a corresponding increase in the asbestos liability. As stated on page
F-14, the Company’s Performing Subsidiary, James Hardie 117 Pty Ltd, will be able to claim a
taxable deduction for contributions to the asbestos fund. In the Company’s 2007 statement of
operations, the Company classified the expense related to the increase of the asbestos
liability as asbestos adjustments and the Company classified the benefit related to the
recording of the related deferred tax asset as income tax benefit (expense).

Securities and Exchange Commission

Page 6

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 long term and there is a possibility that the related costs could
be material. However, at this stage, it is not possible to determine the amount of such
liability. Therefore, 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 the related
costs could be material. Please tell us and disclose

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

CORRESP
1
filename1.htm

James Hardie Industries N.V.

    James Hardie Industries N.V.

    The liability of members is limited

Incorporated in The Netherlands

    Atrium, 8th Floor

Strawinskylaan 3077

1077 ZX Amsterdam

The Netherlands

    Telephone: 31 (0) 203 012 986

Facsimile: 31 (0) 204 042 544

December 12, 2006

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Cecilia D. Blye

Jack Guggenheim

    Re:

    James Hardie Industries N.V.

Form 20-F for the fiscal year ended March 31, 2006

File No. 1-15240

Ladies and Gentlemen:

     Transmitted herewith are our responses to the Staff’s comments to the Form 20-F for the fiscal
year ended March 31, 2006 filed by James Hardie Industries N.V., a Dutch public limited liability
company incorporated and existing under the laws of The Netherlands (the “Company”), on
September 29, 2006 (the “Form 20-F”) which comments were set forth in a letter dated
November 29, 2006 (the “Comment Letter”) to Louis Gries, Chief Executive Officer of the
Company. For ease of reference, we have reproduced comments set forth in the Comment Letter, as
numbered, before each response below. We have also attached to this Letter as Exhibit A,
the statement from the Company you have requested.

    1.

    We note that on page 34 of your 20-F you state that in addition to your principal
markets you also sell fiber cement products in a number of other countries, including Iran.
In light of the fact that Iran has been identified by the U.S. State Department as a state
sponsor of terrorism, and is subject to U.S. economic sanctions and export controls, please
describe for us the extent and nature of your past, current, and anticipated contacts with
Iran, whether through distributors, subsidiaries or other direct or indirect arrangements.
Include a discussion of direct

Ms. Cecilia D. Blye

Securities and Exchange Commission

December 12, 2006

    and indirect contacts with the Iranian government and entities controlled by the Iranian
government.

    RESPONSE:

    In the past, the Company’s Philippines subsidiary, James Hardie Philippines Inc. (the
“Subsidiary”) sold fiber cement products to two customers, Andishan Co and Sam
International (the “Former Customers”), that were located in Iran. To the Company’s
knowledge the Former Customers are not entities controlled by the Iranian government and the
Company has had no other direct or indirect contacts with the Iranian government or entities
controlled by the Iranian government. In October 2006 the Company voluntarily determined
to, and has caused the Subsidiary to, cease all sales to any customers in Iran, including
the Former Customers.

    Our sales to the Former Customers did not generate any material revenues. These sales
occurred from fiscal year 2004 through July 2006 and generated $31,721, $168,567, $118,169
and $51,501 in revenues in fiscal years 2004, 2005, 2006 and 2007, respectively.

    To our knowledge, we do not sell to any customers who distribute our products to the Iranian
government or any other companies or entities located in Iran. In October 2006, we
instituted additional measures to ensure that our customers do not distribute our products
in Iran by adding a provision to our sales contracts that prohibit any such sales.

    We do not have, and we are not currently developing, any other business in Iran and do not
have any other direct or indirect arrangements related thereto.

    2.

    Discuss the materiality to you of any contacts with Iran and advise us of your view as
to whether those contacts constitute a material investment risk for your security holders.
In your response, please address materiality in quantitative terms, including the dollar
amount of any associated revenues, assets or liabilities. Please also address materiality
in terms or qualitative factors that a reasonable investor would deem important in making
an investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value.

    We note, for example, that Arizona and Louisiana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets invested in,
and/or permitting divestment of state pension fund assets from, companies that do business
with countries identified as state sponsors of terrorism. The Pennsylvania legislature has
adopted a resolution directing its legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in companies that have ties
to terrorist-

2

Ms. Cecilia D. Blye

Securities and Exchange Commission

December 12, 2006

    sponsoring countries. The Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of companies that do
business with U.S.-designated state sponsors of terrorism. Your materiality analysis should
address the potential impact of the investor sentiment evidenced by such actions directed
toward companies that have business contacts with Iran.

    Your qualitative materiality analysis also should address whether, and the extent to which,
the Iranian government or entities controlled by the Iranian government receive cash or act
as intermediaries in connection with your operations.

    RESPONSE:

    In light of the facts described in response to Comment 1 above, and especially given our
voluntary decision in October 2006 to cease all sales to customers in Iran and institute
measures to prevent our customers from distributing our products in Iran, the Company’s
contacts with Iran are not material to the financial performance of its business. To our
knowledge, these past contacts have not had any adverse impact on our business reputation or
share value. We do not believe that our past contacts in Iran constitute, individually or in
the aggregate, any material investment risk for our security holders.

* * * *

3

Ms. Cecilia D. Blye

Securities and Exchange Commission

December 12, 2006

     You may call the undersigned with any questions or comments you may have regarding this letter
at 31 20 301 2986. In addition, please send all written correspondence directly to the
undersigned, with copies to Gary Epstein at Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami,
Florida 33131, telecopy (305) 579-0717.

    Very truly yours,

    /s/ Benjamin Butterfield

    Benjamin Butterfield

    General Counsel

Enclosures

    cc:

    James Hardie Industries N.V.

Louis Gries, Chief Executive Officer

Russell Chenu, Chief Financial Officer

Robert Bredenkamp, Corporate Financial Controller

Meredith Hellicar, Chairman of the Board of Directors

Michael Brown, Chairman of the Audit Committee

Securities and Exchange Commission

Pamela Long

Rufus Decker

PricewaterhouseCoopers LLP

Shaun Matthews

Greenberg Traurig P.A.

Gary Epstein

4

EXHIBIT A

I, Benjamin Butterfield, General Counsel of James Hardie Industries N.V. (the “Company”), do
hereby acknowledge that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
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.

    Date: December 12, 2006
    /s/ Benjamin Butterfield

    Benjamin Butterfield

    General Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      November 29, 2006

Via U.S. Mail and Facsimile

Louis Gries
Chief Executive Officer
James Hardie Industries N.V.
Atrium, 8th Floor
Strawinskylann 3077
1077 ZX Amsterdam
The Netherlands

RE:		James Hardie Industries N.V.
		Form 20-F for the fiscal year ended March 31, 2006
		File No. 1-15240

Dear Mr. Gries:

      We have limited our review of your Form 20-F for the fiscal
year ended March 31, 2006, to disclosures relating to your
contacts
with countries that have been identified as state sponsors of
terrorism.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
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.

General -

1. We note that on page 34 of your 20-F you state that in addition
to
your principal markets you also sell fiber cement products in a
number of other countries, including Iran.  In light of the fact
that
Iran has been identified by the U.S. State Department as a state
sponsor of terrorism, and is subject to U.S. economic sanctions
and
export controls, please describe for us the extent and nature of
your
past, current, and anticipated contacts with Iran, whether through
distributors, subsidiaries or other direct or indirect
arrangements.
Include a discussion of direct and indirect contacts with the
Iranian
government and entities controlled by the Iranian government

2. Discuss the materiality to you of any contacts with Iran and
advise us of your view as to whether those contacts constitute a
material investment risk for your security holders.  In your
response, please address materiality in quantitative terms,
including
the dollar amount of any associated revenues, assets or
liabilities.
Please also address materiality in terms or qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.  The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have business contacts with Iran.

Your qualitative materiality analysis also should address whether,
and the extent to which, the Iranian government or entities
controlled by the Iranian government receive cash or act as
intermediaries in connection with your operations.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the 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 filings; 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Pamela Long
		Rufus Decker
		Division of Corporation Finance
Louis Gries
James Hardie Industries N.V.
November 29, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      May 3, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Louis Gries
James Hardie Industries N.V.
4th Level, Atrium, unit 04-07
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands

Re: 	Form 20-F for the fiscal year ended March 31, 2004
File No. 001-15240

Dear Mr. Gries:

     We have completed our review of your Form 20-F and related
filings and have no further comments at this time.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
824-
5612 or, in his absence, the undersigned at (202) 942-1950 with
any
questions.

Sincerely,

Pamela A. Long
Assistant Director

Cc:	Mr. Mark W. Shurtleff
Mr. Eric C. Nelson
Gibson, Dunn & Crutcher LLP
Jamboree Center
4 Park Plaza, Suite 1400
Irvine,  CA 92614
??

??

??

??

Mr. Kenneth A. Swanstrom
April 12, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

James Hardie Industries N.V.

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 2986

Facsimile: 31 20 404 2544

April 28, 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

Dear Ms. Long:

     The Staff provided supplemental comments, by letter dated April 11, 2005 (the “Comment
Letter”), regarding the Form 20-F 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”) for the fiscal year ended March
31, 2004.

     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. The
following responses reflect management’s assessment of the events and circumstances as of the
date of this letter. Because of the fluid nature of the Company’s situation, particularly as
to asbestos matters, events and circumstances may change and timelines may shift. Such
subsequent events, if they were to occur, could affect the Company’s responses

to comments 2 and 3. 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, capitalized terms used in this letter and not
defined herein have the meanings set forth in our letter of March 7, 2005.

FORM 20-F FOR THE FISCAL YEAR ENDED MARCH 31, 2004

Results of Operations, page 41

    1.
    We have reviewed your response to prior comment 2. Please note that Staff
Accounting Bulletin 5:Y was issued to provide our interpretation of current accounting
literature and disclosure requirements and serve as guidance for public companies in
their disclosures regarding contingent liabilities.

    In addition, it is not the sole purpose of such disclosures to provide readers the
specific ability to extrapolate future costs based upon disaggregated information. The
disclosures required by the SAB are intended to allow a reader, with appropriate
narrative explanation through the eyes of management, to understand the scope of
anticipated and historical expenditures. The SAB states that disclosures should be
sufficiently specific to enable a reader to understand that scope.

    In that SAB, we clearly state that we believe that product liabilities typically are of
such significance that detailed disclosures regarding judgments and assumptions
underlying the recognition and measurement of the liabilities are necessary to inform
readers fully regarding the range of reasonably possible outcomes that could have a
material effect on your financial condition, results of operations, or liquidity.

    Among the disclosures called for in the SAB are:

    •
    circumstances affecting the reliability and precision of loss estimates;

    •
    the extent to which unasserted claims are reflected in any accrual or may
affect the magnitude of the contingency;

    •
    whether, and to what extent, losses may be recoverable from third parties;

    •
    the timing of payments of accrued and unrecognized amounts;

    •
    the material components of the accruals and significant assumptions
underlying estimates;

    •
    the total claims pending at each balance sheet date;

    •
    the number of claims filed for each period presented;

    •
    the number of claims dismissed;

    •
    the number of claims settled;

    •
    the number of claims otherwise resolved;

    •
    the average costs per settled claim;

    •
    the total damages alleged at each balance sheet date (Regulation S-K, Item 103);

    •
    the aggregate settlement costs to date; and

    •
    the aggregate costs of administering and litigating the claims.

Finally, disclosure should include an analysis of the expected future trend in claims
and settlement costs.

It remains unclear to us why you believe that some, if not all, of the above disclosures
would not be material to an understanding of this contingent liability. Based on your
response it appears that considerations such as recoverability from Amaca, Amaba, and
ABN 60 would be material to an evaluation of the claim information. Similarly, your
expectation with regard to cash payment limitations would also appear relevant in
evaluating the timing of payments related to the contingent liability. We continue to
believe that a rollforward of claims activity and the average cost per settled claim
would be material to an understanding of this substantial contingent liability. Please
revise your disclosure to include each of the disclosures required by SAB 5:Y detailed
above.

General approach to providing disclosure of Claims

Our upcoming Form 20-F filing will contain the information described below under the
heading “Specific information to be provided” as of March 31, 2005.

Further, assuming that the Principal Agreement has been entered into by the Company by
the date of that filing, the Form 20-F and filings occurring after that date will
disclose:

    •
    the basis on which the Company will have agreed under the Principal
Agreement, subject to the satisfaction of the conditions set out in that
agreement (including that the Company obtains shareholder and lender support for
the implementation of the Principal Agreement), to provide funding contributions
on a long-term basis to the Special Purpose Fund (the “SPF”) to be established
under the Principal Agreement; and

    •
    the basis on which the SPF will manage and settle or meet proven personal
injury and death claims (“Claims”) by or on behalf of individuals affected by
the former asbestos-related activities of Amaca Pty Limited (“Amaca”), Amaba Pty
Limited (“Amaba”) and ABN 60 Pty Limited (“ABN 60,” together with Amaca and
Amaba, the “Liable Entities”) and Asbestos Mines Pty Limited (“Asbestos Mines”).

The potential range of losses, as estimated by KPMG Actuaries Pty Ltd (“KPMG”),
is affected by a number of variables such as nil settlement rates, peak year of
Claims, history of Claims numbers, average settlement rates, history of
Australian asbestos-related medical injuries, current number of Claims, average
defense and plaintiff costs, inflation and superimposed inflation. The potential
range of losses to be disclosed includes both asserted and unasserted Claims.
While no assurances can be provided, if

the Company signs the Principal Agreement and it is approved by all of the
necessary parties, including shareholders and lenders, the Company expects to be
able to partially recover losses from various insurance carriers. As of March
2004, KPMG’s undiscounted central estimate of asbestos-related liabilities was
A$3.586 billion. This undiscounted central estimate is net of expected insurance
recoveries of A$469.5 million and allowance for A$45.9 million of “by claim” or
subrogation recoveries from other third parties.

At this point in time, the timing of any potential payments is uncertain because
the Company has not yet reached agreement with the New South Wales Government
(the “NSW Government”) and the conditions to any agreement that may be reached
have not been satisfied. See “[cross reference to
relevant section.]” In
addition, the Company has not yet incurred any settlement costs because the
Foundation continues to meet all Claims of the Liable Entities. The Company is
currently unable to estimate the expected cost of administering and litigating
the Claims under the potential agreement with the NSW Government because this is
highly contingent upon the outcome of the NSW Government’s review of legal and
administrative costs.

Specific information to be provided

The following information will be provided:

    •
    the number of Claims pending at each balance sheet date;

    •
    the number of Claims filed for each period presented;

    •
    the number of Claims dismissed, settled or otherwise resolved for
each period and the average settlement amount per Claim for each period;
and

    •
    the number of open, new and closed Claims during past five years and
the average settlement amount per case closed.

For the years ended March 31, 2004 and 2003 respectively, the summary information
in relation to these matters is as follows:

The following table shows the number of Claims pending at each balance sheet
date.

    For the Year Ended March 31

    2004

    2003

    Australia

    680

    737

    New Zealand

    0

    0

    Unknown – Court Not Identified(1)

    50

    64

    USA

    5

    6

(1) The “Unknown – Court Not Identified”
designation reflects that the information for such Claims had not been, as of
the date of publication, entered into the database which the Foundation
maintains. Over time, as the details of “unknown” Claims are provided to the
Foundation, we believe the database is updated to reflect where such Claims
originate. Accordingly, we understand that the number of unknown Claims
pending fluctuates due to the resolution of Claims as well as due to
reclassification of such Claims.

The following table shows the Claims filed for each period presented,
the number of Claims dismissed, settled or otherwise resolved for each
period, and the average settlement amount per Claim.

    Australia

    For the Year Ended March 31

    2004

    2003

    2002

    Number of Claims filed

    377

    403

    369

    Number of Claims dismissed

    120

    32

    66

    Number of Claims settled or otherwise
resolved

    314

    231

    167

    Average settlement amount per Claim

    A$165,135

    A$202,507

    A$195,752

    New Zealand

    For the Year Ended March 31

    2004

    2003

    2002

    Number of Claims filed

    0

    0

    0

    Number of Claims dismissed

    0

    2

    0

    Number of Claims settled or otherwise
resolved

    0

    1

    0

    Average settlement amount per Claim

    A$0

    A$2,000

    A$0

    Unknown – Court Not Identified

    For the Year Ended March 31

    2004

    2003

    2002

    Number of Claims filed

    1

    7

    2

    Number of Claims dismissed

    15

    0

    21

    Number of Claims settled or otherwise
resolved

    0

    3

    5

    Average settlement amount per Claim

    A$0

    A$37,090

    A$305,480

    USA

    For the Year Ended March 31

    2004

    2003

    2002

    Number of Claims filed

    0

    0

    3

    Number of Claims dismissed

    1

    0

    12

    Number of Claims settled or otherwise
resolved

    0

    0

    0

    Average settlement amount per Claim

    A$0

    A$0

    A$0

The following table shows the activity related to the numbers of open
Claims, new Claims, and closed Claims during each of the past five years and
the average settlement per case closed.

    As of March 31

    2004

    2003

    2002

    2001

    2000

    Number of open
Claims at beginning
of year

    807

    666

    563

    502

    450

    Number of new Claims

    378

    410

    374

    284

    213

    Number of closed
Claims

    450

    269

    271

    223

    161

    Number of open
Claims at year end

    735

    807

    666

    563

    502

    Average settlement
amount per case
closed

    A$115,228

    A$174,321

    A$126,265

    A$126,614

    A$123,204

Limited access by the Company to specific Claims information

Any disclosure by the Company in relation to Claims information will need to include
disclosure that:

    •
    the Company has not had any responsibility or involvement in the management
of Claims against ABN 60 since the time it left the James Hardie Group in 2003;

    •
    since February 2001, when Amaca and Amaba were separated from the James
Hardie Group, no current subsidiary of JHI NV has had any responsibility or
involvement in the management of Claims against those entities – and prior to
that date, the principal entity potentially involved in relation to such Claims
was ABN 60, which (as described above) has not been a member of the James Hardie
Group since 2003;

    •
    The Company has no current right to access any Claims information in relation
to Claims against Asbestos Mines. The Company’s agreement to provide funding to
the SPF with respect to proven Claims against Asbestos Mines will be conditional
upon a number of factors, including that information in relation to the proven
Claims is provided to the Company. Asbestos Mines has not been part of the
James Hardie Group since 1976, when it was sold to Woodsreef Mines Ltd, which
was subsequently renamed Mineral Commodities Ltd. From 1954 until 1976,
Asbestos

    Mines was a wholly-owned subsidiary of James Hardie Industries Limited (now
ABN 60).

    •
    except as described below, the Company has not had access to any information
regarding Claims or the decisions taken by the Foundation in relation to them;

    •
    on October 26, 2004, the Company, the Foundation and KPMG entered into a
confidentiality agreement under which the Company would be entitled to obtain a
copy of the actuarial report prepared by KPMG in relation to the Claims
liabilities of the Foundation and Amaba and Amaca, and would be entitled to
release the final version of such reports;

    •
    the Company is seeking to obtain similar rights of access to actuarial
information produced for the SPF by the actuary to be appointed by the SPF (the
“Approved Actuary”). The Company is seeking to have such rights of access under
the terms of the Principal Agreement, but the terms of such access are not yet
settled.

    •
    the Company’s future disclosures with respect to Claims statistics is subject
to the Company actually obtaining such information from the Approved Actuary.
The Company has historically had no general right (and will not obtain any right
under the Principal Agreement) to audit or otherwise itself independently verify
such information because the methodologies are adopted by the Approved Actuary.

    •
    As a result of the above, the Company cannot make any representations or
warranties as to the accuracy or completeness of the actuarial information to be
disclosed.

Special Commission of Inquiry, page F-22

    2.
    We have reviewed your response to prior comment 7. Regardless of whether the
legally binding component of your asbestos obligation is reinstated by the Principal
Agreement, we continue to believe that your obligation meets the definition of a
liability defined by footnote 22 to paragraph 35 of FASB Concept Statement 6. Further,
your response addresses only the obstacles to your signing of the Principal Agreement and
not the likelihood of retroactive legislation requiring you to satisfy the funding
shortfall should the Principal Agreement fail to materialize.

    The key issue presented is whether it is probable that the Claims against the Liable
Entities and Asbestos Mines will become the legal responsibility of the Company. To
date, the Company has successfully defended itself against legal assertions that the
liabilities of the Liable Entities are also liabilities of the Company. Also, as of the
date of this letter, there are numerous and significant hurdles that exist that could
prevent the Company from becoming legally liable for the Claims under a negotiated
agreement. As a result, the Company does not believ

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
April 11, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Louis Gries
James Hardie Industries N.V.
4th Level, Atrium, unit 04-07
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands

Re: 	Form 20-F for the fiscal year ended March 31, 2004
File No. 001-15240

Dear Mr. Gries:

      We have reviewed your response 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.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
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 review 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 FISCAL YEAR ENDED MARCH 31, 2004

Results of Operations, page 41

1. We have reviewed your response to prior comment 2.  Please note
that Staff Accounting Bulletin 5:Y was issued to provide our
interpretation of current accounting literature and disclosure
requirements and serve as guidance for public companies in their
disclosures regarding contingent liabilities.
In addition, it is not the sole purpose of such disclosures to
provide readers the specific ability to extrapolate future costs
based upon disaggregated information.  The disclosures required by
the SAB are intended to allow a reader, with appropriate narrative
explanation through the eyes of management, to understand the
scope
of anticipated and historical expenditures.  The SAB states that
disclosures should be sufficiently specific to enable a reader to
understand that scope.

In that SAB, we clearly state that we believe that product
liabilities typically are of such significance that detailed
disclosures regarding judgments and assumptions underlying the
recognition and measurement of the liabilities are necessary to
inform readers fully regarding the range of reasonably possible
outcomes that could have a material effect on your financial
condition, results of operations, or liquidity.

Among the disclosures called for in the SAB are:

* circumstances affecting the reliability and precision of loss
estimates;

* the extent to which unasserted claims are reflected in any
accrual
or may affect the magnitude of the contingency;

* whether, and to what extent, losses may be recoverable from
third
parties;

* the timing of payments of accrued and unrecognized amounts;

* the material components of the accruals and significant
assumptions
underlying estimates;

* the total claims pending at each balance sheet date;

* the number of claims filed for each period presented;

* the number of claims dismissed;

* the number of claims settled;

* the number of claims otherwise resolved;

* the average costs per settled claim;

* the total damages alleged at each balance sheet date (Regulation
S-
K, Item 103);

* the aggregate settlement costs to date; and

* the aggregate costs of administering and litigating the claims.

Finally, disclosure should include an analysis of the expected
future
trend in claims and settlement costs.

It remains unclear to us why you believe that some, if not all, of
the above disclosures would not be material to an understanding of
this contingent liability.  Based on your response it appears that
considerations such as recoverability from Amaca, Amaba, and ABN
60
would be material to an evaluation of the claim information.
Similarly, your expectation with regard to cash payment
limitations
would also appear relevant in evaluating the timing of payments
related to the contingent liability.  We continue to believe that
a
rollforward of claims activity and the average cost per settled
claim
would be material to an understanding of this substantial
contingent
liability.  Please revise your disclosure to include each of the
disclosures required by SAB 5:Y detailed above.

Special Commission of Inquiry, page F-22

2. We have reviewed your response to prior comment 7.  Regardless
of
whether the legally binding component of your asbestos obligation
is
reinstated by the Principal Agreement, we continue to believe that
your obligation meets the definition of a liability defined by
footnote 22 to paragraph 35 of FASB Concept Statement 6.  Further,
your response addresses only the obstacles to your signing of the
Principal Agreement and not the likelihood of retroactive
legislation
requiring you to satisfy the funding shortfall should the
Principal
Agreement fail to materialize.

3. We have reviewed your response to prior comment 8.  Because
discounting of the asbestos liability would not be appropriate
given
that the amount and timing of cash payments are not reliably
determinable, it is unclear why any limitation on your annual cash
outlay is relevant in a determination of the aggregate liability.
Further, neither potential administrative reforms nor the lack of
an
upper limit to ACTU and UnionsNSW appear to prevent the estimation
of
the low end of the range of loss.  It is unclear why the
undiscounted
KPMG estimate of the total asbestos liability, not including
administrative costs, less the combined assets of Amaca, Amaba and
ABN 60 would not establish the low end of the range.

Based upon the information you have provided to us; it appears
that
the asbestos obligation represents a liability under US GAAP and
further that at best the low end of the range of loss should be
recorded in accordance with FIN 14.  Please revise your accounting
accordingly or provide us with a detailed explanation as to why
the
loss, rather than the signing of the Principal Agreement, is not
probable.
Note 15 - Other Operating (Expense) Income, page F-28

4. We have read your response to prior comment 10.  As previously
requested, please supplementally provide us with a rollforward of
claims outstanding for each period presented through the most
recent
practicable date.  The rollforward should include the number of
claims filed for each period presented, the number of claims
dismissed, settled, or otherwise resolved for each period.

*	*	*	*

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental 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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      You may contact Scott Watkinson, Staff Accountant, at (202)
942-2926 or, in his absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
the
undersigned at (202) 942-1950 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Mark W. Shurtleff
Mr. Eric C. Nelson
Gibson, Dunn & Crutcher LLP
Jamboree Center
4 Park Plaza, Suite 1400
Irvine,  CA 92614
??

??

??

??

Mr. Louis Gries
April 11, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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
additio

CORRESP
1
filename1.htm

corresp

    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 23, 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 comments, by letters dated February 3, 2005 and March 17, 2005 (the
“Comment Letters”), regarding the following filings of James Hardie Industries N.V. (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.

     In connection with responding to the comments in the Comment Letters, the Company acknowledges
that:

    (i)
    the Company is responsible for the adequacy and accuracy of the
disclosure in its filings;

    (ii)
    Staff comments or changes to disclosure in response to Staff
comments do not foreclose the United States Securities and Exchange Commission
(the “Commission”) from taking any action with respect to the filings; and

Securities and Exchange
Commission

March 23, 2005

Page 2

    (iii)
    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.

     If you need additional information, please contact me at 31 20 301 6748.

    Very truly yours,

    /s/ Benjamin Butterfield

    Benjamin Butterfield

    General Counsel

    cc:

    James Hardie Industries N.V.

Louis Gries, Chief Executive Officer

Russell Chenu, Chief Financial Officer

Meredith Hellicar, Chairman of the Board of Directors

Michael Brown, Chairman of the Audit Committee

Scott Barnett, Corporate Financial Controller

    Securities and Exchange Commission

Rufus Decker

Andrew Schoeffler

Scott Watkinson

    PricewaterhouseCoopers LLP

Ronald Bartlett

    Gibson, Dunn & Crutcher LLP

Mark Shurtleff

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 17, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Louis Gries
James Hardie Industries N.V.
4th Level, Atrium, unit 04-07
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands

Re: 	Form 20-F for the fiscal year ended March 31, 2004
Form 6-K filed February 18, 2004
File No. 001-15240

Dear Mr. Gries:

      We have reviewed your response 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.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
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 review 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 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.
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.

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.

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.

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.

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 addition to the
factors
discussed in 49(d).

Accordingly, our focus is on the probability that you will fund
asbestos claims rather than on the exact nature of the underlying
obligation.  In your press release dated December 21, 2004,
Chairwoman Hellicar is quoted as saying that the Heads of
Agreement
"is expected to provide claimants and their families with
assurance
that their claims will be met..." and that "[y]our commitment
reflects the fact...that James Hardie did not restructure its
affairs...to avoid liability for asbestos claims."  A February 14,
2005 press release discloses that your Board of Directors believes
it
would be inappropriate to declare an interim dividend due to the
future funding requirements for asbestos claims.  These factors
appear to indicate both that a future sacrifice of economic
benefits
related to your past activities is anticipated, and that your
obligation to fund the claims, which prior to your restructuring
included a legal component, continues despite the elimination of
the
legally binding element.

Furthermore, given the possibility of retroactive legislative
discussed in your response to comment 4 and elsewhere, it is
unclear
whether the legally binding component of your obligation would be
restored were you to resist the asbestos liability.  In this
regard,
we note the statements of the NSW Premier, the Australian
Attorney-
General, and the Ministerial Council for Corporations in favor of
legislative intervention to restore the legally binding nature of
your obligation.  We also note that the Australian Federal
Government
passed to the James Hardie Act of 2004 to abrogate the
professional
privilege that would otherwise attach to documents relevant to
matters under investigation by the Australian Securities and
Investments Commission.

Please provide us with additional information to help us
understand
why you do not consider it probable that you will fund the claims
of
asbestos disease sufferers and their families.
8. We have reviewed your response to comment 50.

(a)	The existence of various estimates and actuarial studies of
the
aggregate claims appears to argue against your conclusion that the
potential asbestos-related liability is not estimable.  Please
tell
us what estimates other than the KPMG analysis you commissioned to
estimate the potential liability as of June 30, 2004.  Please also
tell us why it is not reasonably possible to choose between them
or
to rely on the KPMG report as an estimate as of that date,
particularly given that the initial funding under the Heads of
Agreement is to be based on the KPMG report.  Please also tell us
who
you have commissioned to perform the updated actuarial study
referred
to in your response to comment 60.

(b)	In the government sponsored negotiations to date, please tell
us
whether any parties other than Amaca, Amaba, ABN 60, or you have
been
discussed as potentially satisfying any portion of the asbestos-
related shortfall.  Please also tell us whether any other
potentially
responsible party outside the group of present and former James
Hardie companies has participated in the negotiations to date or
in
the discussions leading to the Heads of Agreement.  If there are
no
other potentially responsible parties, please provide us with
additional information to help us understand why you believe there
is
an allocation problem preventing an approximate calculation of the
portion of the shortfall for which you will ultimately be
responsible.

Please also note that the gestation period for asbestos-related
injuries is not generally considered to be a bar to the estimation
of
unreported claims.

(c)	It appears that the primary assumptions driving the
estimation
of the ultimate liability would be factors such as those you
discussed in your response to comment 48.  It is unclear how the
lack
of an upper limit to the demands made against you by the ACTU and
UnionsNSW would prevent the estimation of a potential loss based
on
the number of claims, average cost per claim, inflation,
settlement
rate, and similar factors.  Please advise or revise.

(d)	Please refer to our comments regarding probability related to
your response to comment 49.

  ABN 60 Indemnity, page F-26

9. We have reviewed your response to comments 51 and 52.  Please
revise your discussion of the indemnity and the interim funding
agreement to provide the disclosures required by paragraph 13(b)
of
FIN 45.
Note 15 - Other Operating (Expense) Income, page F-28

10. We have reviewed your response to comment 54.  Please
supplementally provide us with a rollforward of claims outstanding
for each period presented through the most recent practicable
date.
The rollforward should include the number of claims filed for each
period presented, the number of claims dismissed, settled, or
otherwise resolved for each period.  In addition, please
supplementally tell us the average settlement amount per claim.

Note 17 Discontinued Operations, page F-33

ABN 60, page F-35

11. As previously requested in comment 57, please supplementally
tell
us whether the indemnity to the ABN 60 Foundation is limited to
claims related to periods prior to the disposal of ABN 60.

FORM 6-K FILED FEBRUARY 18, 2005

Exhibit 99.1

12. Your statement that "excluding [SCI investigation] costs, the
3rd
quarter operating profit from continuing operations was 11%
higher,
at US$31.5 million" is not consistent with our understanding.  It
appears that adding back the $15.9 million in SCI costs from 3rd
quarter operating profit from continuing operations of $19.8
million
would increase that measure by 80% to $35.7 million.  Please
advise
or revise.

*	*	*	*

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental 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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts 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 the filing;

* 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Scott Watkinson, Staff Accountant, at (202)
942-2926 or, in his absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
the
undersigned at (202) 942-1950 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Mark W. Shurtleff
Mr. Eric C. Nelson
Gibson, Dunn & Crutcher LLP
Jamboree Center
4 Park Plaza, Suite 1400
Irvine,  CA 92614
??

??

??

??

Mr. Louis Gries
March 17, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 3, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Louis Gries
James Hardie Industries N.V.
4th Level, Atrium, unit 04-07
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands

Re: 	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
File No. 001-15240

Dear Mr. Gries:

      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.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
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 review 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 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.

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.

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.

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.

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.

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.

7. Please describe the relationship between you and RCI Holdings
Pty
Ltd.

8. Please describe generally the meaning of partly-paid shares as
a
reader may not be familiar with this type of security.  In
addition,
please describe with greater specificity the terms of the partly-
paid
shares you held in ABN 60.

Capital Expenditures, page 27

9. We note that you expect the level of your capital expenditures
to
continue to be substantial.  Please describe with greater
specificity
these expected capital expenditures, including the amount of
capital
expenditures you expect to incur.

Mines, page 32

10. Please advise us as to whether you have considered Industry
Guide
7.

Special Commission of Inquiry, page 34

11. We note that you state on page 17 that the SCI`s report to the
NSW Government supported certain allegations made against you and
certain of your personnel.  Please describe with greater
specificity
these allegations and findings, including the adverse findings
relating to Messrs. Macdonald and Shafron.

12. We note that you engaged an actuary to determine potential
asbestos-related liabilities.  We further note that a sensitivity
analysis was also prepared.  Either identify the actuary and the
party that prepared the sensitivity analysis and file their
consents
or delete any references to them from your filing.

13. Please describe the effects on your company that would result
from the rescission of the cancellation of your partly-paid shares
in
ABN 60.

14. In your risk factors and your legal proceedings sections, you
disclose that the SCI concluded that the establishment of the
Foundations was "legally effective" and that no significant
liabilities for asbestos claims could likely be assessed directly
against JHI NV or other James Hardie entities.  On page 35, you
cite
"significant hurdles" to establishing liability and "further
hurdles"
to establishing substantial recovery by potential claimants
against
the James Hardie entities.  In this context, please explain why
your
company is therefore recommending that shareholders approve the
provision of additional funding to compensate future claimants for
asbestos-related injuries for which Amaca and Amaba are liable.
Please also elaborate on the role of the NSW Government in this
regard.  For example, why is it necessary that the NSW Government
concur in any proposal for James Hardie to provide funding to the
Foundations?  We may have additional comments upon review of your
proposed disclosure.

Item 5. Operating and Financial Review Prospects, page 38

Results of Operations, page 41

15. Given that you may be obligated to pay material amounts as a
result of asbestos-related liabilities, revise your filing to
provide
each of the disclosures required by SAB Topic 5:Y, related to your
past asbestos-related activities.  Your disclosure should be
broken
down by country and include the number of claims pending at each
balance sheet date, the number of claims filed for each period
presented, the number of claims dismissed, settled, or otherwise
resolved for each period, and the average settlement amount per
claim.  Your disclosure should also address historical and
expected
trends in these amounts and their reasonably likely effects on
operating results and liquidity.  Please revise your disclosure in
your financial statements as well.

Liquidity and Capital Resources, page 52

Cash Flow Provided by Operating Activities, page 53

16. Your presentation of net income after adjusting for the gain
on
disposal of subsidiaries and businesses and the gain on sale of
land
and buildings represents a non-GAAP measure that is subject to the
restrictions and disclosures of Item 10(e) of Regulation S-K.
This
also applies to your discussion in the following sentence of the
change between periods in your cash flows from operating
activities
after further adjustments for non-cash items included in net
income.
Please revise your disclosures accordingly.  Also, tell us how you
met the criteria in paragraph 10(e)(1)(ii)(A) or (B), as
applicable,
for each period being compared.  See paragraph (e) of General
Instruction C to Form 20-F.

Capital Requirements and Resources, page 53

17. We note that the purchase obligations in your contractual
obligations table on page 56 primarily represent commitments for
capital expenditures.  Please describe with greater specificity
these
capital expenditure commitments.

Item 6.  Directors, Senior Management and Employees, page 58

Board Practices and Senior Management, page 58

Standard of Performance, page 59

18. We note that you engaged a consultant to review the
performance
of your board of directors.  Please describe with greater
specificity
the consultant`s findings and any actions that you have taken in
response to these findings.
Recent Developments, page 61

19. Please disclose the reasons why Messrs. Macdonald, Shafron and
Zwinkels resigned their positions with you.  In addition, it
appears
that they continue to be engaged by you in certain capacities.
Please advise us as to the nature of their responsibilities and
the
terms of any agreements they may have with you.

Compensation, page 67

20. Please disclose the total amounts you have set aside or
accrued
to provide pension, retirement or similar benefits.  See Item
6.B.2.
of Form 20-F.

Share Ownership, page 75

21. Please add the share ownership of Donald Merkley, David
Merkley
and P.J. Shafron to your table.  In this regard, we note that each
holds options that are exercisable within 60 days of October 31,
2004.

Option Ownership, page 76

22. Please expand your disclosure to provide vesting and
exercisability information for each option.

23. We note that the expiration dates of the options held by Mr.
Macdonald do not match your disclosure on pages 77 and 78.  Please
reconcile.  In addition, please advise us as to whether the
options
held by Messrs. Morley, Shafron and Zwinkels will expire earlier
as a
result of their resignations.

Equity Plans, page 77

24. It appears that you have the following equity plans: the three
Macdonald Share Option Plans, the 2001 Equity Incentive Plan, the
Executive Share Purchase Plan, the Economic Profit Incentive Plan,
the Supervisory Board Share Plan and the Key Management Shadow
Stock
Incentive Plan.  We also note that you do not refer to these plans
consistently throughout your filing.  For example, see page 69.
Please refer to these plans consistently throughout your filing so
as
not to confuse the reader.  In addition, please describe the
material
terms of each of these plans in this subsection and disclose the
amounts issued in past three years under each of these equity
plans.

Item 7.  Major Shareholders and Related Party Transactions, page
80

Related Party Transactions, page 82

25. Please disclose whether you have established procedures for
the
review and pre-approval of all transactions between you and your
directors, executive officers and other affiliates.

Item 8.  Financial Information, page 83

26. Please disclose the information required by Item 8.A.8. of
Form
20-F.

Item 10.  Additional Information, page 86

27. Please disclose the information required by Item 10.B.2 of
Form
20-F.

Item 15.  Controls and Procedures, page 103

28. We note your disclosure stating that your Interim CEO and
Interim
CFO have "concluded that, as of such date, [your] disclosure
controls
and procedures are effective to ensure that information relating
to
[you] (including [your] consolidated subsidiaries) required to be
disclosed in the reports that [you] file or submit under the
Exchange
Act is recorded, processed, summarized and reported within the
time
periods specified in the applicable SEC rules and forms."  This
description appears to be based upon the definition of disclosure
controls and procedures set forth in Rule 13a-15(e) under the
Exchange Act.  As described, however, the evaluation does not
fully
conform to the definition in the rule.  Specifically, the
description
does not indicate that your disclosure controls and procedures are
designed to ensure that information is accumulated and
communicated
to management, including the principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Please confirm this to us and revise accordingly.  Alternatively,
you
may simply state that your certifying officers concluded on the
applicable dates that your disclosure controls and procedures were
effective.

Item 16A.  Audit Committee Financial Expert, page 103

29. Please disclose the information required by Item 16A(a)(2) of
Form 20-F with respect to independence.

Item 16B.  Code of Ethics, page 103

30. Please describe with greater specificity the revisions and
updates you made to your code of ethics in 2003.  In addition,
please
advise us as to whether you have granted any waivers from the
provisions of your code of ethics.

Item 16C.  Principal Accountant Fees and Services, page 103

31. Please disclose the information required by Items 16C(a)
through
(d) of Form 20-F in this subsection rather than as a cross
reference
to your financial statements.  In addition, please consider
providing
the information required by these paragraphs in a tabular format.
Finally, please disclose the amount of fees incurred with respect
to
the category "All Other Fees."

32. Please disclose the information required by Item 16C(f) of
Form
20-F.

Item 18.   Financial Statements, page 104

33. Please advise us as to the reasons why you have not
incorporated
by reference pages F-49 through F-51.

Item 19.  Exhibits, page 104

34. Please file as an exhibit each of the following or explain to
us
why it should not be filed as an exhibit:

* distribution agreements upon which your business is
substantially
dependent, as referenced on page 10;

* executive share purchase plan;

* economic profit incentive plan;

* key management shadow stock incentive plan;

* revolving loan facility, and any amendments thereto;

* stand-by loan facility, and any amendments thereto;

* consulting agreement with Mr. Macdonald; and

* severance agreement with Mr. Macdonald.

35. It appears that you have filed the consent of your independent
registered public accounting firm under the incorrect item number.
Please revise accordingly.

36. Please consider re-filing those exhibits that you have
incorporated by reference from paper filings and that are not
available electronically on EDGAR.

Financial Statements

Note 2 - Summary of Significant Accounting Policies, page F-7

37. Please disclose the types of expenses that you include in the
cost of goods sold line item and the types of expenses that you
include in the selling, general and administrative expenses line
item.  Please also disclose whether you include inbound freight
charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and the other costs of
your distribution network in the cost of goods sold line item.
With
the exception of warehousing costs, if you currently exclude a
portion of these costs from cost of goods sold, please disclose:

	in a footnote the line items that these excluded costs are
included in and the amounts included in each line item for each
period presented, and

	in MD&A that your gross margins may not be comparable to
those
of other entities, since some entities include all of the costs
related to their distribution network in cost of goods sold and
others like you exclude a portion of them from gross margin,
including them instead in a line item, such as selling, general
and
administrative expenses.

38. Please disclose your accounting policy for shipping and
handling
costs.  In doing so, disclose both the line item in which you
include
amounts paid by customers to you for shipping and handling and the
line item(s) in which you include your actual costs for shipping
and
handling.  If you do not include all of your actual costs for
shipping and handling in cost of goods sold, also disclose the
amounts of your actual costs for shipping and handling excluded
from
cost of goods sold for each period presented as required by
paragraph
6 of EITF 00-10.

39. Your disclosure that machinery and equipment have estimated
useful lives that range from 5 to 27 years is quite broad.  Please
separatel