Table of Contents

(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended March 31, 2005
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from           to

Title of Each Class:		Name of Each Exchange on Which Registered:
Common stock, represented by CHESS Units of Foreign Securities		New York Stock Exchange*
CHESS Units of Foreign Securities		New York Stock Exchange*
American Depositary Shares, each representing five units of CHESS Units of Foreign Securities		New York Stock Exchange

*	Listed, not for trading, but only in connection with the registered American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission

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PART I
Item 1				Identity of Directors, Senior Management and Advisers			2
Item 2				Offer Statistics and Expected Timetable			2
Item 3				Key Information			2
				Selected Financial Data			2
				Risk Factors			6
				Forward-Looking Statements			19
Item 4				Information on the Company			19
Item 5				Operating and Financial Review and Prospects			49
Item 6				Directors, Senior Management and Employees			71
Item 7				Major Shareholders and Related Party Transactions			108
Item 8				Financial Information			111
Item 9				Listing Details			111
Item 10				Additional Information			114
Item 11				Quantitative and Qualitative Disclosures About Market Risk			128
Item 12				Description of Securities Other Than Equity Securities			130
PART II
Item 13				Defaults, Dividend Arrearages and Delinquencies			131
Item 14				Material Modifications to the Rights of Security Holders and Use of Proceeds			131
Item 15				Controls and Procedures			131
Item 16A				Audit Committee Financial Expert			131
Item 16B				Code of Business Conduct and Ethics			131
Item 16C				Principal Accountant Fees and Services			132
Item 16D				Exemptions from the Listing Standards for Audit Committees			133
Item 16E				Purchases of Equity Securities by the Issuer and Affiliated Purchasers			133
PART III
Item 18				Financial Statements			133
Item 19				Exhibits			133
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 2.3
EXHIBIT 2.4
EXHIBIT 2.5
EXHIBIT 2.22
EXHIBIT 2.23
EXHIBIT 2.24
EXHIBIT 2.25
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.8
EXHIBIT 4.9
EXHIBIT 4.10
EXHIBIT 4.11
EXHIBIT 4.12
EXHIBIT 4.14
EXHIBIT 4.15
EXHIBIT 4.16
EXHIBIT 4.17
EXHIBIT 4.18
EXHIBIT 4.25
EXHIBIT 4.26
EXHIBIT 4.27
EXHIBIT 8.1
EXHIBIT 12.1
EXHIBIT 12.2
EXHIBIT 13.1
EXHIBIT 15.1
EXHIBIT 15.2
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

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Item 1.	Identity of Directors, Senior Management and Advisers

Item 2.	Offer Statistics and Expected Timetable

Item 3.	Key Information

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Table of Contents

				Fiscal Years Ended March 31,
				2005				2004				2003				2002				2001
				(In millions, except sales price per unit and per share data)
Consolidated Statements of Income Data:
Net Sales
	USA Fiber Cement			$	939.2			$	738.6			$	599.7			$	444.8			$	373.0
	Asia Pacific Fiber Cement(1)				236.1				219.8				174.3				141.7				152.0
	Other(2)				35.1				23.5				9.6				5.2				1.3
		Total net sales		$	1,210.4			$	981.9			$	783.6			$	591.7			$	526.3
Operating income(3)				$	196.2			$	172.2			$	128.8			$	46.8			$	40.5
Interest expense					(7.3	)			(11.2	)			(23.8	)			(18.4	)			(21.4	)
Interest income					2.2				1.2				3.9				2.4				8.2
Other (expense) income(4)					(1.3	)			3.5				0.7				(0.4	)			1.6
Income from continuing operations before income taxes					189.8				165.7				109.6				30.4				28.9
Income tax (expense) benefit					(61.9	)			(40.4	)			(26.1	)			(3.1	)			0.6
Income from continuing operations				$	127.9			$	125.3			$	83.5			$	27.3			$	29.5
Net income				$	126.9			$	129.6			$	170.5			$	30.8			$	38.6
Income from continuing operations per common share — basic				$	0.28			$	0.27			$	0.18			$	0.06			$	0.07
Net income per common share — basic					0.28				0.28				0.37				0.07				0.09
Income from continuing operations per common share — diluted					0.28				0.27				0.18				0.06				0.07
Net income per common share — diluted					0.28				0.28				0.37				0.07				0.09
Dividends paid per share					0.03				0.05				0.08				0.05				0.10
Return of capital per share				$	—			$	0.15			$	0.20			$	0.05			$	—
Weighted average number of common shares outstanding
	Basic				458.9				458.1				456.7				438.4				409.6
	Diluted				461.0				461.4				459.4				440.4				409.6
Consolidated Cash Flow Information:
Cash flows provided by operating activities				$	219.8			$	162.6			$	64.8			$	76.6			$	94.6
Cash flows (used in) provided by investing activities					(149.2	)			(58.0	)			237.9				(77.2	)			(162.9	)
Cash flows (used in) provided by financing activities				$	(28.2	)		$	(87.9	)		$	(279.4	)		$	(40.8	)		$	1.3
Other Data:
Depreciation and amortization(5)				$	36.3			$	36.4			$	27.4			$	23.5			$	20.6
Adjusted EBITDA(6)					232.5				208.6				156.2				70.3				68.6
Capital expenditures(7)				$	153.0			$	74.1			$	90.2			$	50.8			$	114.7

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			Fiscal Years Ended March 31,
			2005				2004				2003				2002				2001
			(In millions, except sales price per unit and per share data)
Volume (million square feet)(8)
	USA Fiber Cement			1,855.1				1,519.9				1,273.6				988.5				852.3
	Asia Pacific Fiber Cement(1)			376.9				362.1				349.9				320.7				318.9
Average sales price per unit (per thousand square feet)
	USA Fiber Cement		$	506			$	486			$	471			$	450			$	438
	Asia Pacific Fiber Cement(1)		A$	846			A$	862			A$	887			A$	861			A$	857
Consolidated Balance Sheet Data:
Net current assets(9)			$	180.2			$	195.9			$	159.4			$	115.1			$	84.9
Total assets				1,088.9				971.2				851.8				968.0				969.0
Long-term debt(10)				147.4				165.0				165.0				325.0				357.3
Shareholders’ equity				624.7				504.7				434.7				370.7				281.1

	(1)	Asia Pacific Fiber Cement includes all fiber cement manufactured in Australia, New Zealand and the Philippines and sold in Australia, New Zealand and Asia. See Item 5, “Notes to Results of Operations,” on page 61 for additional details on sales volume and average sales price per unit in fiscal years 2004 and 2003.
	(2)	Includes fiber cement manufactured and sold in Chile, fiber reinforced concrete pipes manufactured and sold in the United States, fiber cement operations in Europe and roofing operations in the United States. Also includes general corporate income in fiscal years 2002 and 2001 comprised primarily of rental income from subleasing office space in Sydney, Australia.
	(3)	For fiscal year 2005, operating income includes Special Commission of Inquiry and other related expenses of $28.1 million. In addition, operating income includes restructuring and other operating income/expenses as follows: (i) for fiscal year 2005, $6.0 million consisting of a settlement loss of $5.3 million related to an employee retirement plan and a $0.7 million loss on the sale of land in Sacramento, California; (ii) for fiscal year 2004, $2.1 million expense primarily related to an increase in cost provisions for our Australian and New Zealand business; (iii) for fiscal year 2003, $1.0 million income related to the settlement of a terminated derivative contract; (iv) for fiscal year 2002, $12.6 million expense related to the roofing Class Action Settlement Agreement in the United States, $7.4 million expense associated with the corporate reorganization and $8.1 million expense related to the decrease in fair value of derivative contracts; and (v) for fiscal year 2001, asset write-downs, lease termination charges and employee termination costs of $15.5 million primarily associated with the restructuring of our fiber cement business in Australia and the creation of the new Asia Pacific regional structure.
	(4)	Consists primarily of the following: (i) for fiscal year 2005, the $1.3 million expense consisted of a $2.1 million impairment charge that we recorded on an investment in a company that filed a voluntary petition for reorganization under Chapter 11 of the U.S. bankruptcy code, partly offset by a $0.8 million gain on a separate investment; (ii) for fiscal year 2004, the net gain achieved after accounting for income items, including a $4.5 million profit on the sale of our New Zealand property, was partially offset by expense items, including $3.2 million primarily due to a capital duty fee paid in conjunction with our Dutch corporate structure; (iii) for fiscal year 2003, investment income of $0.7 million; (iv) for fiscal year 2002, investment expenses of $0.4 million; and (v) for fiscal year 2001, investment income of $1.6 million.
	(5)	Information for depreciation and amortization is for continuing businesses only.

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	(6)	Represents income from continuing operations before interest income, interest expense, income taxes, other nonoperating expenses, described in footnote four above, net, depreciation and amortization charges, and certain other property, goodwill and equipment impairment charges as follows:

			Fiscal Years Ended March 31,
			2005				2004				2003				2002				2001
(“Adjusted EBITDA”)
			(In millions)
Net cash provided by operating activities			$	219.8			$	162.6			$	64.8			$	76.6			$	94.6
	Adjustments to reconcile net income to net cash provided by operating activities, net			(61.2	)			(51.1	)			62.1				(41.1	)			(44.8	)
	Change in operating assets and liabilities, net			(31.7	)			18.1				43.6				(4.7	)			(11.2	)
Net Income			$	126.9			$	129.6			$	170.5			$	30.8			$	38.6
	Loss (income) from discontinued operations			1.0				(4.3	)			(87.0	)			(3.5	)			(9.1	)
	Income tax expense (benefit)			61.9				40.4				26.1				3.1				(0.6	)
	Interest expense			7.3				11.2				23.8				18.4				21.4
	Interest income			(2.2	)			(1.2	)			(3.9	)			(2.4	)			(8.2	)
	Other expense (income)			1.3				(3.5	)			(0.7	)			0.4				(1.6	)
	Depreciation and amortization			36.3				36.4				27.4				23.5				20.6
	Impairment of property, plant and equipment			—				—				—				—				7.5
Adjusted EBITDA			$	232.5			$	208.6			$	156.2			$	70.3			$	68.6

Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and should not be considered an alternative to, or more meaningful than, income from operations, net income or cash flows as defined by U.S. GAAP or as a measure of our profitability or liquidity. Not all companies calculate Adjusted EBITDA in the same manner as we have and, accordingly, Adjusted EBITDA may not be comparable with other companies. We have included information concerning Adjusted EBITDA because we believe that this data is commonly used by investors to evaluate the ability of a company’s earnings from its core business operations to satisfy its debt, capital expenditure and working capital requirements. To permit evaluation of this data on a consistent basis from period to period, Adjusted EBITDA has been adjusted for noncash charges such as goodwill and asset impairment charges, as well as nonoperating income and expense items. See our consolidated financial statements and our discussion under “Operating and Financial Review and Prospects” for further information to assist in identifying and evaluating trends in Adjusted EBITDA.

	(7)	Information for capital expenditures includes both cash and credit purchases, and is for continuing businesses only.
	(8)	Fiber cement volume is measured in 5/16” thick square feet, which are referred to as standard feet.
	(9)	Total current assets less total current liabilities.

(10)	Includes current portion of long-term debt.

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	We may be subject to potential liability because certain current and former James Hardie Group subsidiaries previously manufactured products that contained asbestos.

	As a result of the Special Commission of Inquiry that was established in Australia to consider matters related to the Foundation, we may be subject to claims and allegations regarding asbestos-related liability and our corporate restructurings, including the corporate restructurings that resulted in the creation of the Foundation and the ABN 60 Foundation and associated intercompany transactions.

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In the future, we may have difficulty maintaining existing financial accommodation on their current terms, obtaining financial accommodation (debt or equity) on usual terms for other entities in the same businesses or with the same credit ratings, or obtaining certain types of financial accommodation at all. In addition, we may not be able to maintain our historical level of liquidity because we may have to make significant payments under an agreement to resolve outstanding asbestos matters.

	The Government of the State of New South Wales has announced that it is prepared to pass legislation that would impose retroactive liability on the Company if current negotiations between the Company, the NSW Government, the ACTU and asbestos claimants do not reach an acceptable conclusion.

	We have experienced product bans and boycotts and negative publicity and have been subject to other measures taken by the Representatives and others to influence the resolution of matters relating to the SCI investigation and to encourage governmental action if there is no resolution.

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	Continued scrutiny resulting from ongoing investigations may have an adverse effect on our business.

	Our board of directors and senior management continue to devote significant attention to matters arising from and related to the Special Commission of Inquiry, including the negotiation of the Principal Agreement.

	Continuing negative publicity may continue to adversely affect our business.

	We may be liable for costs, penalties, fees or expenses incurred by current or former directors, officers or employees of the James Hardie Group to the extent that those costs are covered by indemnity arrangements granted by the James Hardie Group to those persons.

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Under the U.S.-Netherlands income tax treaty and Dutch tax law, we derive substantial tax benefits from the group finance operations of our Netherlands-based finance subsidiary, and changes in either the treaty or laws applicable to the finance subsidiary, including the recent changes to the tax treaty, could increase our effective tax rate and, as a result, reduce our future profits and cash flows.

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	Substantial and increasing competition in the building products industry could adversely affect our business.

	If damages resulting from product defects exceed our insurance coverage, paying these damages could result in a material adverse effect on our business, results of operations and financial condition.

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	If one or more of our fiber cement products fail to perform as expected or contain a design defect, such failure or defect, and any resulting negative publicity, could result in lower sales and may subject us to claims from purchasers or users of our fiber cement products.

	Warranty claims resulting from unforeseen defects in our products and exceeding our warranty reserves could have a material adverse effect on our business, results of operations and financial condition.

	We may incur significant costs in the future in complying with applicable environmental and health and safety laws and regulations. A failure to comply with or a change in these laws and regulations could subject us to significant liabilities, including, but not limited to, damages and penalties.

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	Our business is dependent on the residential and commercial construction markets.

	Because demand for our products in our major markets is seasonal, our quarterly results of operations may vary throughout the year.

	We may experience adverse fluctuations in the supply and cost of raw materials necessary to our business. A significant reduction or cessation of shipments from an important supplier could adversely affect our business if we are unable to secure alternative supplies within a short time or on reasonable terms.

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	If our research and development efforts fail to generate new, innovative products or processes, our overall profit margins may decrease and demand for our products may fall, which would have an adverse effect on our results of operations and financial condition.

	Demand for our products is subject to changes in consumer preference.

	We rely on only a few distributors to distribute our fiber cement products and the loss of any distributor could adversely affect our business.

Changes in, or failure to comply with, the laws, regulations, policies or conditions of any jurisdiction in which we conduct our business could result in, among other consequences, the loss of our assets in such jurisdiction, the elimination of certain rights that are critical to the operation of our business in such jurisdiction, a decrease in revenues or the imposition of additional taxes or other costs.

	•	changing political and economic conditions;
	•	changing laws and policies;
	•	the general hazards associated with the assertion of sovereign rights over certain areas in which we conduct our business; and
	•	laws limiting or conditioning the right and ability of subsidiaries and joint ventures to pay dividends or remit earnings to affiliated companies.

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	Our reliance on intellectual property and other proprietary information subjects us to the risk that competitors could copy our products or processes.

	We rely on a continuous power supply and availability of utilities to conduct our operations, and any shortages or interruptions could disrupt our operations and increase our expenses.

	Because we have significant operations outside of the United States and report our earnings in U.S. dollars, unfavorable fluctuations in currency values and exchange rates could have a significant negative impact on our earnings.

	Information technology systems integration issues could disrupt our internal operations, which could have significant adverse effects on our profitability.

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	Our Articles of Association and Dutch law contain provisions that could delay or prevent a change of control that may otherwise be beneficial to you.

	Because we are incorporated under Dutch laws, you may not be able to effectively seek legal recourse against us or our management and you may have difficulty enforcing any U.S. judgments or rulings in a foreign jurisdiction.

	The issuance of shares of common stock or the grant of options to acquire shares of common stock could dilute the value of your shares and adversely affect the price of our common stock.

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	If we experience labor disputes or interruptions, as we have from time to time in the past, our operations may be disrupted and our business, financial condition and results of operations may be adversely affected.

	Our effective income tax rate could increase and adversely affect our operating results.

	If we are classified as a “controlled foreign corporation” or a “passive foreign investment company,” our shareholders could be subject to increased tax liability as a consequence of their investment in our securities.

	We may acquire or divest businesses from time to time, and this may adversely affect our operating results and financial condition and may significantly change the nature of the company in which you have invested.

	Our current Chief Executive Officer and Chief Financial Officer were appointed in October 2004 after the resignations of our former Chief Executive Officer and Chief Financial Officer.

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	•	projections of our operating results or financial condition;
	•	statements regarding our plans, objectives or goals, including those relating to competition, acquisitions, dispositions and our products;
	•	statements about our future performance;
	•	statements about product or environmental liabilities; and
	•	expectations about payments to a special purpose fund for the compensation of proven asbestos-related personal injury and death claims.

Item 4.	Information on the Company

	Corporate Restructuring

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	•	the formation of JHNV;
	•	the transfer to subsidiaries of JHNV of all of our fiber cement businesses, our U.S. gypsum wallboard business, our Australian and New Zealand building systems business and our Australian windows business, all of which, except for fiber cement, were subsequently sold;
	•	a debt financing, consisting of an issuance of notes to U.S. purchasers, and the arrangement of an Australian credit facility; and
	•	the relocation of most of our senior executives and managers to our operational headquarters in the United States.

	•	the issuance of shares of JHI NV common stock represented by CUFS to substantially all ABN 60 shareholders in exchange for their shares of ABN 60 common stock pursuant to an approved Australian scheme of arrangement;
	•	the transfer by ABN 60 of all of the outstanding shares of JHNV (which directly or indirectly held substantially all of the assets of the James Hardie Group at that time) to JHI NV;
	•	a capital reduction and payment of a dividend by ABN 60 to its then sole shareholder, JHI NV;
	•	the issuance by ABN 60 of 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 immediately prior to the scheme’s implementation (which equaled 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. A partly-paid share is a share that is issued with only part of its value paid by the owner of the share. The partly-paid shares were issued by ABN 60 to enable it to call on JHI NV for funds in the future if ABN 60 needed such funds to maintain its solvency;
	•	The Deed of Covenant and Indemnity provided that, apart from ABN 60’s limited financial obligations to Amaba and Amaca under the deed (for which ABN 60, at the time of the establishment of the ABN 60 Foundation, had been provided with funds to invest so as to be able to meet those obligations), ABN 60 had no further obligations to Amaca or Amaba in connection with their asbestos-related liabilities, and that ABN 60 was indemnified by those entities in the event that ABN 60 incurred or suffered any such liabilities;
	•	the listing of the shares of JHI NV represented by CUFS on the Australian Stock Exchange and the listing of ADRs, representing CUFS, which in turn represent shares of JHI NV, on the New York Stock Exchange; and
	•	the establishment of a Dutch financing subsidiary, James Hardie International Finance B.V. (“JHIF BV”).

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	•	JHI NV and ABN 60 cancelled the partly-paid shares. The decision to cancel the partly-paid shares was taken by the directors of ABN 60 who did so based on a determination that the reduction in capital would not materially prejudice ABN 60’s ability to pay its creditors, including Amaba and Amaca, which, under the terms of the Deed of Covenant and Indemnity, were creditors of ABN 60 only to the extent of the limited financial obligations under that Deed. The directors determined that the funds in ABN 60 at that time would be sufficient for any such creditors;
	•	ABN 60 transferred control of all of its non-operating subsidiaries to RCI Holdings Pty Ltd, a wholly owned subsidiary of JHI NV, to distinguish between the operating group of companies and non-operating subsidiaries; and
	•	Following the consolidation of the operating assets of the James Hardie Group under JHI NV and JHNV in fiscal year 2003, the principal activity of ABN 60 was paying amounts in accordance with the Deed of Covenant and Indemnity. As described above, ABN 60 was regarded as having more than sufficient funds invested to enable it to meet its liabilities in full as they became due and payable. Also, at that time, the cash position of the Company had improved significantly as a result of the sale of the Company’s Gypsum business in the United States and the impending sale of a gypsum mine in Nevada. Despite such cash position and the ability of ABN 60 to meet its obligations under the Deed of Covenant and Indemnity, the presence of the Company’s obligation to ABN 60 was constraining the Company’s borrowing capacity because U.S. GAAP required the amount of the liability under the Deed of Covenant and Indemnity to be recorded on an undiscounted basis. On March 31, 2003, following a review of all available options to address this issue and after a thorough review had been conducted to determine that the funds available to ABN 60 would be sufficient to meet the claims of all creditors, the shares in ABN 60 were transferred to a newly established company named the

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		ABN 60 Foundation. ABN 60 Foundation was established to be the sole shareholder of ABN 60. ABN 60 is managed by independent directors and operates entirely independently of the Company.

	Special Commission of Inquiry and Related Developments

	Australian Securities and Investments Commission Investigation

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	Board and Management Changes

	Debt Facilities

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					Fiscal Year Ended
					March 31,
					2005				2004				2003
					(In millions)
Continuing Operations
	Fiber Cement
		United States			$	939.2			$	738.6			$	599.7
		Asia Pacific				236.1				219.8				174.3
		Other				35.1				23.5				9.6
			Total Continuing Operations		$	1,210.4			$	981.9			$	783.6
Discontinued Operations
	Gypsum (United States)				$	—			$	—			$	18.7
	Building Systems (New Zealand)					—				2.9				20.1
			Total Discontinued Operations		$	—			$	2.9			$	38.8
			Total (Continuing and Discontinued Operations)		$	1,210.4			$	984.8			$	822.4

	U.S. Housing Industry and Fiber Cement Industry

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	International Fiber Cement Industry

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	•	continue to lower the capital cost of each unit of production at new plants by learning from past projects and through continuing innovation in engineering; and
	•	reduce operating costs at each plant by improving manufacturing processes, raw materials yields and machine productivity.

	Environmental Regulation

	•	the Resource Conservation and Recovery Act;
	•	the Comprehensive Environmental Response, Compensation and Liability Act;
	•	the Clean Air Act;
	•	the Occupational Safety and Health Act;
	•	the Emergency Planning and Community Right to Know Act;
	•	the Clean Water Act;
	•	the Safe Drinking Water Act;
	•	the Surface Mining Control and Reclamation Act;
	•	the Toxic Substances Control Act;

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	•	the National Environmental Policy Act; and
	•	the Endangered Species Act,

		Jurisdiction of
Name of Company		Establishment
James Hardie Aust Holdings Pty Ltd.			Australia
James Hardie Aust Investco Pty Ltd.			Australia
James Hardie Aust Investments No. 1 Pty Ltd.			Australia
James Hardie Austgroup Pty Ltd.			Australia
James Hardie Australia Management Pty Ltd.			Australia
James Hardie Australia Pty Ltd.			Australia
James Hardie Building Products Inc.			United States
James Hardie Europe B.V.		France and United Kingdom
James Hardie Fibre Cement Pty Ltd.			Australia
James Hardie International Finance B.V.			Netherlands
James Hardie International Holdings B.V.			Netherlands
James Hardie N.V.			Netherlands
James Hardie New Zealand Limited			New Zealand
James Hardie NZ Holdings Trust			New Zealand
James Hardie Philippines Inc.			Philippines
James Hardie Research (Holdings) Pty Ltd.			Australia
James Hardie U.S. Investments Sierra Inc.			United States
N.V. Technology Holdings A Limited Partnership			Australia
RCI Pty Ltd.			Australia

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	Capital Expenditures

					Fiscal Years Ended
					March 31,
					2005				2004				2003
					(In millions)
Continuing Operations
	Fiber Cement
		United States			$	144.8			$	56.2			$	81.0
		Asia Pacific				4.1				8.4				6.6
		Chile, U.S. Pipes, U.S. Roofing and Europe				4.1				9.5				2.5
			Total Fiber Cement			153.0				74.1				90.1
	General Corporate					—				—				0.1
			Total Capital Expenditures		$	153.0			$	74.1			$	90.2

	•	the commencement of construction of a new fiber cement manufacturing plant in Pulaski, Virginia at a total estimated cost of $98.0 million. Construction of the plant began in March 2005 and will include two manufacturing lines, each with a design capacity of 300 million square feet. The first line is expected to be to be completed for the first quarter of fiscal year 2007. The plant will produce external siding and interior backerboard products for new residential construction, repair and remodel and manufactured housing markets. Funding of the new plant is expected to be provided by the Company’s cash flow and current or future debt facilities. As of March 31, 2005, we have incurred $7.7 million related to the construction of the Virginia plant;
	•	the commencement in fiscal year 2005 of additional ColorPlus® coating capacity inside our existing plants, which includes a building expansion at our Peru, Illinois plant and the new ColorPlus coating lines at our Peru, Illinois and Blandon, Pennsylvania plants;
	•	the addition of a new fiber cement plant in Reno, Nevada at a cost of $52.5 million, which occurred during fiscal years 2005 and 2004;
	•	the construction of a new trim line at our Peru, Illinois plant. As of March 31, 2005, we were in pre-production and had incurred $56.2 million, which occurred during fiscal years 2005 and 2004;
	•	upgrades to our Blandon, Pennsylvania plant at a cost of $17.1 million, which occurred during fiscal years 2005, 2004 and 2003;
	•	the addition of a panel production line at our Waxahachie, Texas plant at a cost of $26.5 million, which occurred during fiscal years 2004 and 2003;
	•	the addition of a pre-finishing line and expansion of the building at our Peru, Illinois plant at a total cost of $7.9 million, which primarily occurred during fiscal years 2004 and 2003;
	•	the purchase of land and buildings in Summerville, South Carolina and Blandon, Pennsylvania at a cost of $10.0 million and $7.6 million, respectively, in fiscal year 2003; and
	•	the addition of a second flat sheet production line at our Peru, Illinois plant at a total cost of $24.7 million, consisting of capital expenditures of $9.0 million, which occurred during fiscal year 2003, and $15.7 million, which occurred during fiscal years 2002 and 2001.

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	•	the construction of a new fiber cement manufacturing plant in Pulaski, Virginia, discussed above, at an estimated cost of approximately $75.0 million;
	•	the building expansion and addition of ColorPlus® coating lines at our Peru, Illinois and Blandon, Pennsylvania plants, discussed above; and
	•	the remaining cost of the Peru trim line at an estimate of approximately $4.8 million.

	Divestitures

	Building Systems

	Gypsum

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	Building Services

	ABN 60

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	Plants and Process

						Existing				Committed				Total
						Annual				Additional				Planned
						Design				Design				Design
Location						Capacity(1)				Capacity(1)				Capacity(1)
Fiber Cement Flat Sheet (in million square feet)
	United States
		Fontana, California					180				—				180
		Plant City, Florida					300				—				300
		Cleburne, Texas					500				—				500
		Tacoma, Washington					200				—				200
		Peru, Illinois					400				160				560
		Waxahachie, Texas					360				—				360
		Blandon, Pennsylvania					200				—				200
		Summerville, South Carolina					190				—				190
		Reno, Nevada					300				—				300
		Pulaski, Virginia					—				600				600
				Total United States			2,630								3,390
	Australia
		Sydney, New South Wales(2)					200				—				200
		Brisbane, Queensland (Carole Park)(2)(3)					160				—				160
			Total Australia				360								360
	New Zealand
		Auckland(2)					75				—				75
	The Philippines
		Manila					145				—				145
	Chile
		Santiago					55				—				55
			Total Fiber Cement Flat Sheet				3,265								4,025
Fiber Reinforced Concrete Pipes (in tons)(4)
	Plant City, Florida (pipes)						100,000				—				100,000
	Brisbane, Queensland (Meeandah)(2)(3)						50,000				—				50,000
			Total Fiber Reinforced Concrete Pipes				150,000								150,000

(1)	Annual design capacity is based on management’s historical experience with our production process and is calculated assuming continuous operation, 24 hours per day, seven days per week, producing 5/16” thickness siding at a target operating speed. Plants outside the United States produce a range of thicker

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	products, which negatively affect their outputs. Actual production is affected by factors such as product mix, batch size, plant availability and production speeds and is usually less than annual design capacity.
(2)	Prior to March 2004, the land and buildings on which these facilities are located was leased on a long-term basis from Amaca Pty Limited. In March 2004, various subsidiaries of Multiplex Property Trust (together, “Multiplex”), an unrelated third party, acquired the land and buildings related to these four fiber cement manufacturing facilities from Amaca.
(3)	There are two manufacturing plants in Brisbane. Carole Park produces only flat sheets and Meeandah produces only pipes and columns.
(4)	Pipe and column capacity is measured in tons rather than million square feet.

		Capacity
Country		Utilization(1)
United States			91%
Australia			54%
New Zealand			54%
Philippines			83%
Chile			75%

(1)	Capacity utilization is based on design capacity. Design capacity is based on management’s estimates, as described above. No accepted industry standard exists for the calculation of fiber cement manufacturing facility capacities.

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	Mines

	Claims Against Former and Current Subsidiaries

	Amaca Pty Ltd, Amaba Pty Ltd and ABN 60

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	Special Commission of Inquiry

	•	speedy, fair and equitable compensation for all existing and future claimants, including objective criteria to reduce superimposed (judicial) inflation. Superimposed inflation is inflation in claim awards above the underlying rate of inflation and is sometimes called judicial inflation;
	•	contributions to be made in a manner which provide certainty to claimants as to their entitlement, the scheme administrator as to the amount available for distribution, and the proposed contributors (including the Company) as to the ultimate amount of their contributions;
	•	significant reductions in legal costs through reduced and more abbreviated litigation; and
	•	limitation of legal avenues outside of the scheme.

	•	the establishment of the Foundation was legally effective and causes of action which the Foundation, Amaba or Amaca might have against the James Hardie Group, its officers and advisers would be unlikely to result in any significant increase in the funds of Amaba, Amaca or the Foundation (putting

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		this finding conversely, the Company is unlikely to face any significant liability to the Foundation, Amaba or Amaba as a result of the then current causes of action of such entities against the current members of the James Hardie Group);
	•	there was no finding that JHI NV had committed any material breach of any law as a result of the separation and reorganization transactions which took place in 2001;
	•	many of the allegations and causes of action put forward by lawyers for the Foundation, Amaba and Amaca were described as “speculative;” and
	•	the SCI rejected the suggestion that JHI NV had breached any law or was part of a conspiracy in relation to the fact that the reorganization scheme documents prepared in 2001 did not refer to the possibility of the partly-paid shares being cancelled (whereas they in fact were cancelled in 2003).

	•	as a practical (but not legal) matter, if the “right” amount (and not merely the minimum amount) of funding was not provided to the Foundation, the Company would face potential legislative, customer, union and public action to apply legislative and boycott measures and public pressure to ensure that the Company met any significant funding shortfall; and
	•	the directors of ABN 60 at the time of the cancellation of the partly-paid shares (Messrs. Morley and Salter) effectively followed the instructions of JHI NV in relation to the cancellation. As a result, it might be concluded that JHI NV was a shadow director of ABN 60 at that time. However, while expressing some reservations about what occurred, the SCI did not find that the ABN 60 directors (including JHI NV as a shadow director) breached their duty in undertaking the cancellation.

	•	alleged false and misleading conduct associated with a February 16, 2001 press release, particularly regarding a statement that the Foundation was “fully funded” in contravention of New South Wales and Commonwealth legislation prohibiting false or misleading conduct;

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	•	allegedly breaching their duties as officers of ABN 60 by encouraging the board of directors of ABN 60 to act on the Trowbridge report, dated February 13, 2001 (the “Trowbridge Report”), in forming a view that the Foundation would be “fully funded;” and
	•	criticisms, falling short of findings of contraventions of law, based on their respective roles in the separation and reorganization transactions. These included criticisms relating to their development, control over, reliance on and use of the Trowbridge Report, despite (in the SCI’s view) their knowledge of its limitations.

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	Heads of Agreement

	•	the establishment of the SPF to compensate asbestos claimants;
	•	initial funding of the SPF by the Company on the basis of a November 2004 KPMG report (which provided a net present value central estimate of A$1.536 billion ($1.03 billion) for all present and future claims at June 30, 2004). The undiscounted value of the central estimate of the asbestos liabilities of Amaca and Amaba as determined by KPMG was approximately A$3.586 billion ($2.471 billion). 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 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, to be revised annually;
	•	a cap on the annual payments made by the Company to the SPF, initially set at 35% of 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 asbestos claimants.

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	Updated Actuarial Study; Claims Estimate

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	Claims Data

		March 31,
		2005				2004
Australia			712				687
New Zealand			—				—
Unknown-Court Not Identified(1)			36				51
USA			1				5

(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, the Company believes the database is updated to reflect where such claims originate. Accordingly, the Company understands the number of unknown claims pending fluctuates due to the resolution of claims as well as the reclassification of such claims.

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		Australia
		Years Ended March 31,
		2005				2004				2003
Number of claims filed			489				379				402
Number of claims dismissed			62				119				29
Number of claims settled or otherwise resolved			402				316				231
Average settlement amount per claim		A$	157,594			A$	167,450			A$	204,194

		New Zealand
		Years Ended March 31,
		2005				2004				2003
Number of claims filed			—				—				—
Number of claims dismissed			—				—				2
Number of claims settled or otherwise resolved			—				—				1
Average settlement amount per claim			—				—			A$	2,000

		Unknown — Court Not Identified
		Years Ended March 31,
		2005				2004				2003
Number of claims filed			7				1				7
Number of claims dismissed			20				15				—
Number of claims settled or otherwise resolved			2				—				3
Average settlement amount per claim		A$	47,000				—			A$	37,090

		USA
		Years Ended March 31,
		2005				2004				2003
Number of claims filed			—				—				—
Number of claims dismissed			3				1				—
Number of claims settled or otherwise resolved			1				—				—
Average settlement amount per claim		A$	228,293				—				—

		As of March 31,
		2005				2004				2003				2002				2001
Number of open claims at beginning of year			743				814				671				569				507
Number of new claims			496				380				409				375				284
Number of closed claims			490				451				266				273				222
Number of open claims at year-end			749				743				814				671				569
Average settlement amount per settled claim		A$	157,223			A$	167,450			A$	201,200			A$	197,941			A$	179,629
Average settlement amount per case closed		A$	129,949			A$	117,327			A$	177,752			A$	125,435			A$	128,653

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	SCI and Other Related Expenses

		Year Ended
		March 31,
		2005
		(Millions of
		US dollars)
SCI		$	6.8
Internal investigation			4.9
ASIC investigation			1.2
Severance and consulting			6.0
Resolution advisory fees			6.4
Funding advice and other			2.8
Total SCI and other related expenses		$	28.1

	Australian Securities and Investments Commission Investigation

	Severance Agreements

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	Interim Funding and ABN 60 Indemnity

	Financial Position of the Foundation

Item 5.	Operating and Financial Review and Prospects

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	The Company and the Building Product Markets

	Fiscal Year 2005 Key Results

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	Accounting for Contingencies

	Sales

	Accounts Receivable

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	Inventory

	Accrued Warranty Reserve

	Accounting for Income Tax

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				Fiscal Years Ended March 31,
				2005								2004								2003
Net sales:
	USA Fiber Cement			$	939.2				77.6	%		$	738.6				75.2	%		$	599.7				76.5	%
	Asia Pacific Fiber Cement				236.1				19.5				219.8				22.4				174.3				22.2
	Other(1)				35.1				2.9				23.5				2.4				9.6				1.3
		Total net sales			1,210.4				100.0				981.9				100.0				783.6				100.0
Cost of goods sold					(784.0	)			(64.8	)			(623.0	)			(63.4	)			(492.8	)			(62.9	)
Gross profit					426.4				35.2				358.9				36.6				290.8				37.1
Selling, general and administrative expenses					(174.5	)			(14.4	)			(162.0	)			(16.5	)			(144.9	)			(18.5	)
Research and development expenses					(21.6	)			(1.8	)			(22.6	)			(2.3	)			(18.1	)			(2.3	)
SCI and other related expenses					(28.1	)			(2.3	)			—				—				—				—
Other operating (expense) income					(6.0	)			(0.5	)			(2.1	)			(0.3	)			1.0				0.1
Operating income					196.2				16.2				172.2				17.5				128.8				16.4
Interest expense					(7.3	)			(0.6	)			(11.2	)			(1.1	)			(23.8	)			(3.0	)
Interest income					2.2				0.2				1.2				0.1				3.9				0.5
Other (expense) income					(1.3	)			(0.1	)			3.5				0.4				0.7				0.1
Income from continuing operations before income taxes					189.8				15.7				165.7				16.9				109.6				14.0
Income tax expense					(61.9	)			(5.1	)			(40.4	)			(4.1	)			(26.1	)			(3.3	)
Income from continuing operations				$	127.9				10.6	%		$	125.3				12.8	%		$	83.5				10.7	%

(1)	Includes sales of fiber cement in Chile and fiber reinforced concrete pipes in the United States, our roofing operations in the United States and fiber cement operations in Europe.

	Year Ended March 31, 2005 Compared to Year Ended March 31, 2004

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	Year Ended March 31, 2004 Compared to Year Ended March 31, 2003

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	Volume and Average Net Selling Price — Asia Pacific Fiber Cement — Adjusted:

		Fiscal Years Ended March 31,
		2004								2003
		As Previously				Adjusted				As Previously				Adjusted
		Published				Figure				Published				Figure
Volume (million square feet)			402.1				362.1				368.3				349.9
Average sales price per unit (per thousand square feet)		A$	788			A$	862			A$	843			A$	887

	Net Sales — Philippines Fiber Cement — Adjusted:

		Fiscal Year
		Ended
		March 31,
		2004
		(In millions)
Previously Reported		$	24.2
Adjustment			(3.4	)
Adjusted Net Sales		$	20.8

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	Building Systems

	Gypsum

	Building Services

	ABN 60

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	Employers’ Disclosures about Pensions and Other Postretirement Benefits

	Consolidation of Variable Interest Entities

	The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments

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	Inventory Costs

	American Jobs Creations Act

	Exchanges of Non-monetary Assets

	Share-Based Payment

	Conditional Asset Retirement Obligations

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			Interest				Total				Principal
			Rate at				Facility at				Outstanding at
			March 31,				March 31,				March 31,
Description			2005				2005				2005
			(In millions)
US$ notes, fixed interest, repayable annually in varying tranches from November 2005 through November 2013				7.12	%		$	147.4			$	147.4
A$ revolving loan, can be drawn down in either US$ or A$, variable interest based on US$ LIBOR or A$ bank bill rate plus margin, can be repaid and redrawn until maturity in November 2006				N/A				154.5				—
US$ stand-by loan, can be drawn down in either US$ or A$, variable interest based on US$ LIBOR or A$ bank bill rate plus margin until maturity of $117.5 million in April and $15.0 million in October 2005				N/A				132.5				—
US$ line of credit, can be drawn down in Chilean Pesos, variable interest based on Chilean Tasa Activa Bancaria rate plus margin until maturity in April and December 2005(1)				3.52	%			15.0				11.9
	Total						$	449.4			$	159.3

(1)	Renewed and extended until March 2006.

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	Cash Flow — Year Ended March 31, 2005 compared to Year Ended March 31, 2004

	Cash Flow — Year Ended March 31, 2004 compared to Year Ended March 31, 2003

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	Capital Requirements and Resources

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	Capital Expenditures

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	Contractual Obligations

			Payments Due
							During Fiscal Year Ending March 31,
			Total				2006				2007 to 2008				2009 to 2010				Thereafter
			(In millions)
Long-Term Debt			$	147.4			$	25.7			$	35.2			$	46.2			$	40.3
Interest on Long-Term Debt				44.3				10.5				15.5				9.3				9.0
Operating Leases				133.8				11.7				21.4				19.4				81.3
Purchase Obligations(1)				70.3				50.2				17.8				2.3				—
Line of Credit				11.9				11.9				—				—				—
	Total		$	407.7			$	110.0			$	89.9			$	77.2			$	130.6

(1)

Purchase Obligations are defined as agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions. Purchase obligations listed above primarily represent commitments for capital expenditures, the majority of which relate to the construction of our new Pulaski, Virginia plant. In addition, the total purchase obligations includes agreements related to software maintenance contracts and approximately $20 million that will be incurred beginning fiscal year 2006, related to the implementation and maintenance of a new ERP system. Contracts related to our new ERP system were executed after the end of fiscal year 2005. We did not have any significant agreements with variable price provisions.

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	•	continue to lower the capital cost of each unit of production at new plants by learning from past projects and through continuing innovation in engineering; and
	•	reduce operating costs at each plant by improving manufacturing processes, raw materials yields and machine productivity.

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Item 6.	Directors, Senior Management and Employees

	Board Structure

	Managing Board

	Members

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	Responsibilities

	•	the general affairs, operations and finance; and
	•	achieving our goals, strategy and policies, and results.

	Supervisory Board

	Members

	•	that these member(s) retire(s) no later than at the end of the first Annual General Meeting following their appointment; and
	•	the number of the members of the Supervisory Board appointed by the Joint Board at any given time does not exceed one-third of the aggregate number of members of the Supervisory Board as fixed by the Joint Board.

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	Responsibilities

	•	supervising the policy and actions pursued by the Managing Board; and
	•	the general course of our affairs and the business enterprise we operate.

	Joint Board

	Members

	Responsibilities

	Processes

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	Qualifications

	Independence

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	•	undertaken to advise the Joint Board of any change in their circumstances that could affect their independence; and
	•	completed a comprehensive questionnaire that confirms their independence.

	Director Orientation

	•	visits to our facilities, meetings with management and customers;
	•	reviews of financial position, strategy, operating performance and risk management;
	•	a review of his or her rights, duties and responsibilities; and
	•	a discussion of the role of Joint Board Committees.

	Remuneration

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	Indemnification

	Management Succession

	Audit Committee

	Members and Independence

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	Purpose, Duties and Responsibilities

	•	Oversees the submission of financial information by the Company (including information relating to the Company’s choice of accounting policies, the application and assessment of the effects of new relevant legislation, and information on the treatment of estimated entries in the annual accounts).
	•	Meets to review and discuss with management and the external auditor the annual audited and quarterly financial statements of the Company, including: (i) an analysis of the external auditor’s judgment as to the quality of the Company’s accounting principles, including significant financial reporting issues and judgments made in connection with the preparation of the financial statements; (ii) the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including accounting policies that may be regarded as critical; and (iii) major issues regarding the Company’s accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles and financial statement presentations.
	•	Assesses whether the external reporting is consistent with the members of the Audit Committee’s information and knowledge and is adequate for shareholder needs.
	•	Reviews and discusses corporate policies with respect to earnings press releases, as well as financial information and earnings guidance, if any, provided to analysts and ratings agencies.

	•	the identification of strategic, operational and financial risks;
	•	the establishment of effective systems to monitor, assess, prioritize, mitigate and manage risk; and
	•	reporting systems for monitoring compliance with risk policies.

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	•	Is responsible, in its capacity as a committee of the Board, for the selection, retention, compensation, and general oversight of the work of the external auditor. Accordingly, it recommends the appointment and, as appropriate, the termination of the external auditor to the General Meeting of shareholders. The external auditor reports directly to the Audit Committee. At least every four years, the Audit Committee shall, together with the Managing Board, thoroughly assess the functioning of the external auditor in the various entities and capacities in which the external auditor operates. The main conclusions of the assessment are notified to the General Meeting, accompanied by, if appropriate, a proposal for the replacement of the external auditor and appointment of a new external auditor.
	•	Reviews all audit reports provided to the Company by the external auditor.
	•	Obtains and reviews, at least annually, a report by the external auditor describing: (i) the external auditor’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years relating to one or more independent audits carried out by the external auditors, as well as any steps taken by the external auditor to deal with any such issues; and (iii) all relationships between the external auditor and the Company.
	•	Approves in advance all audit services to be provided by the external auditor.
	•	Establishes policies and procedures for the engagement of the external auditor to provide permissible non-audit services, which shall include pre-approval of all permissible non-audit services to be provided by the external auditor, and determines the involvement of the external auditor in respect of the contents and publication of financial reporting by the Company other than the annual accounts.
	•	Considers, at least annually, the independence of the external auditor, including whether the external auditor’s performance of permissible non-audit services is compatible with the auditor’s independence, and obtains and reviews a report by the external auditor describing any relationships between the external auditor and the Company or any other relationships that may adversely affect the independence of the external auditor. At least once a year, the Audit Committee shall, together with the Managing Board, report to the Board on the developments concerning the relationship with the external auditor, in particular its independence. The report shall address issues including the adequacy of the rotation of the partners within the external auditor firm, and the appropriateness of any non-audit services provided by the external auditor. Ongoing retention of the external auditor will take into account the outcome of this report.
	•	Oversees the compliance with recommendations and observations of the external auditor.
	•	Reviews and discusses with the external auditor: (i) the scope of the audit, the results of the audit, any irregularities in respect of the content of the financial reporting, and any difficulties the external auditor encountered in the course of its audit work, including management’s response, any restrictions on the scope of the external auditor’s activities or on access to requested information, and any significant disagreements with management; and (ii) any reports of the external auditor with respect to interim periods.
	•	Establishes policies for the hiring of employees and former employees of the external auditor.

	•	Discusses with the internal auditors the overall scope and plans for its audit activities.

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	•	Reviews and approves the annual internal audit plan and the related budget and work program.
	•	Reviews all internal audit reports.
	•	Oversees the implementation of corrective actions by management personnel.

	Meetings

	Communications

	Access and Advisors

	Standards

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	Charter

	Annual Review

	Conflicts of Interest

	Reporting

	Special Reviews

	Annual Information Meeting

	Nominating and Governance Committee

	Members and Independence

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	Purpose, Duties and Responsibilities

	•	Develop criteria for identifying and evaluating candidates for the Managing Board and the Board. These criteria include a candidate’s business experience and skills, independence, judgment, integrity, ability to commit sufficient time and attention to the activities of the Managing Board and Board, as well as the absence of any potential conflicts with the Company’s interests. In applying these criteria, the committee considers the needs of the Managing Board and the Board as a whole and seeks to achieve a diversity of occupational and personal backgrounds on the Board.
	•	Identify and review the qualifications of, and recruit candidates for, the Managing Board and the Board.
	•	Assess the contributions and independence of incumbent directors in determining whether to recommend them for re-election to the Board.
	•	Establish a procedure for the consideration of candidates for the Managing Board and the Board recommended by the Company’s stockholders.
	•	Recommend to the Board candidates for election or re-election to the Managing Board and the Board, all to be elected by shareholders at a General Meeting.
	•	Recommend to the Board candidates to be appointed by the Board as necessary to fill vacancies and newly created directorships and make recommendations for the removal of directors.
	•	Develop and recommend to the Board a set of corporate governance principles and review and recommend changes to these principles, as necessary.
	•	Make recommendations to the Board concerning the structure, composition and functioning of the Board and its committees.
	•	Recommend to the Board candidates for appointment to board committees and consider periodically rotating directors among the committees.
	•	Review and recommend to the Board retirement and other tenure policies for directors.
	•	Review directorships in other public companies held by or offered to directors and senior officers of the Company.
	•	Review and assess the channels through which the Board receives information, and the quality and timeliness of information received.
	•	Review the Company’s succession plans relating to the CEO and other senior officers.
	•	Periodically evaluate the functioning of the individual members of the Managing Board and the Board and report the results of the evaluation to the Board.
	•	Periodically evaluate the scope and composition of the Managing Board and the Board, and propose the profile of the Board.

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	•	Supervise the policy of the Managing Board in relation to the selection and appointment criteria for senior management.
	•	Annually evaluate the performance of the committee and the adequacy of the committee’s charter.
	•	Perform such other duties and responsibilities as are consistent with the purpose of the committee and as the Board or the committee deems appropriate.

	Outside Advisors

	Meetings

	Report

	Remuneration Committee

	Members and Independence

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	Purpose, Duties, and Responsibilities

	•	Oversee the Company’s overall remuneration structure, policies and programs, assess whether the Company’s remuneration structure establishes appropriate incentives for management and employees, and approve any significant changes in the Company’s remuneration structure, policies and programs.
	•	Administer and make recommendations to the Board with respect to the Company’s incentive-compensation and equity-based remuneration plans, including the JHI NV 2001 Equity Incentive Plan (the “2001 Equity Incentive Plan”).
	•	Review the remuneration of directors, for service on the Board and the Board committees and recommend changes in remuneration to the Board.
	•	Prepare a proposal for the Board concerning the remuneration policy for the members of the Managing Board to be put to a General Meeting.
	•	Review and make recommendations to the Board on the Company’s recruitment, retention and termination policies and procedures for senior management.
	•	Prepare a proposal concerning the individual remuneration of the members of the Managing Board to be put to the Board, including: (i) the remuneration structure; and (ii) the amount of fixed remuneration, shares and/or options and/or other variable remuneration components, pension rights, severance pay and other forms of remuneration to be awarded, as well as the related performance criteria.
	•	Review and approve corporate goals and objectives relevant to the remuneration of the members of the Managing Board, evaluate the performance of the members of the Managing Board in light of those goals and objectives, and recommend to the Board the remuneration of the members of the Managing Board.
	•	Prepare the remuneration report on the remuneration policies for the Managing Board to be put to the Board for adoption. The remuneration report comprises a report on the way in which the remuneration policy was implemented in the most recent financial year as well as an outline of the remuneration policy that will be implemented in the following years. At a minimum, the outline must contain the information as referred to in best practice provision II.2.10 of the Dutch Corporate Governance Code. The remuneration report shall be posted on the Company’s website.
	•	Make recommendations regarding the remuneration of the Company’s other senior executives.
	•	Approve stock option and other stock incentive awards for senior executives.
	•	Review and approve the design of incentive schemes and other benefit plans pertaining to senior executives.
	•	Review and recommend employment agreements and severance arrangements for senior executives, including change-in-control provisions, plans or agreements.
	•	Approve, amend or modify the terms of any remuneration or benefit plan that does not require shareholder approval.

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	•	Annually evaluate the performance of the Remuneration Committee and the adequacy of this charter.
	•	Perform such other duties and responsibilities as are consistent with the purpose of the Remuneration Committee and as the Board or the Remuneration Committee deems appropriate.

	Subcommittees

	Outside Advisors

	Meetings

	Report

	Special Committee

	•	reviewing the SCI’s report, which was delivered to the NSW Government on September 21, 2004, and recommending to the Joint Board appropriate actions in response to its findings; and
	•	overseeing any developments with respect to or discussion of arrangements as to the SCI’s findings and taking any recommendations to the Joint Board and, ultimately, to our shareholders for approval.

	•	Risk Management
	•	Business Conduct and Ethics
	•	Ethics Hotline (Whistleblower)
	•	Continuous Disclosure and Market Communication
	•	Insider Trading

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	Risk Management

	•	the principal strategic, operational and financial risks are identified;
	•	effective systems are in place to monitor and manage risks; and
	•	reporting systems, internal controls and arrangements for monitoring compliance with laws and regulations are adequate.

	•	established policies and procedures in relation to treasury operations, including the use of financial derivatives;
	•	issued and revised standards and procedures in relation to environmental and health and safety matters;
	•	implemented and maintained training programs in relation to legal issues such as trade practices/antitrust, trade secrecy, and Intellectual Property protection; and
	•	issued procedures requiring that significant capital and recurring expenditure is approved at an appropriate level of management or by the Joint Board.

	Business Conduct and Ethics

	Ethics Hotline (Whistleblower)

	Continuous Disclosure and Market Communication Policy

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	•	management briefings and presentations to accompany quarterly results, which are accessible on a live webcast and teleconference;
	•	audio webcasts of other management briefings and view webcasts of the shareholder information meeting;
	•	a comprehensive Investor Relations website that displays all Company announcements and notices as soon as they have been cleared by the ASX, as well as all major management and roadshow presentations;
	•	Australian and United States site visits and briefings on strategy for investment analysts;
	•	a quarterly newsletter available to shareholders and other interested parties;
	•	an e-mail alert service to advise investors and other interested parties of announcements and other events; and
	•	equality of access for shareholders, investment analysts and the media to briefings, presentations and meetings.

	Insider Trading

	Current and Former Directors and Executive Officers

	Recent Developments

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Name			Age				Position		Term Expires
Supervisory Board
	Meredith Hellicar			51			Chairman of the Joint Board and Chairman of the Supervisory Board			2006
	John Barr			58			Deputy Chairman of the Joint Board and Deputy Chairman of the Supervisory Board			2007
	Michael Brown			59			Member of the Joint Board and the Supervisory Board			2005
	Peter Cameron			54			Member of the Joint Board and the Supervisory Board			2006
	Gregory Clark			62			Member of the Joint Board and the Supervisory Board			2005
	Michael Gillfillan			57			Member of the Joint Board and the Supervisory Board			2006
	James Loudon			62			Member of the Joint Board and the Supervisory Board			2005
	Donald McGauchie			55			Member of the Joint Board and the Supervisory Board			2006
Managing Board
	Louis Gries			51			Chief Executive Officer, Interim Member of the Joint Board and Interim Chairman of the Managing Board
	Benjamin Butterfield			45			General Counsel, Interim Member of the Managing Board and Company Secretary
Other Executive Officers
	Russell Chenu			55			Chief Financial Officer
	Donald Merkley			42			Executive Vice President — Research and Development
	David Merkley			42			Executive Vice President — Engineering and Process Development
	James Chilcoff			40			Vice President — International(1)
	Mark Fisher			34			Vice President — Specialty Products(2)
	Nigel Rigby			38			Vice President — Emerging Markets(2)
	Robert Russell			39			Vice President — Established Markets(2)
Former Directors and Executive Officers
	Alan McGregor			68			Former Chairman of the Joint Board and Former Chairman of the Supervisory Board(3)
	Peter Macdonald			52			Former Chief Executive Officer, Former Member of the Joint Board and Former Chairman of the Managing Board(4)
	Peter Shafron			44			Former Senior Vice President Legal and Chief Financial Officer(5)
	Phillip Morley			57			Former Chief Financial Officer(5)
	Folkert Zwinkels			36			Former Treasurer and Former Member of the Managing Board(6)
	W. (Pim) Vlot			40			Former Interim Member of the Managing Board and Former Company Secretary(7)

(1)	Mr. Chilcoff became a Vice President in August 2004.
(2)	Mr. Fisher, Mr. Rigby and Mr. Russell became Vice Presidents in November 2004.

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(3)	On August 11, 2004, Mr. McGregor resigned as Chairman. On August 25, 2004, he resigned his Board and committee memberships due to continuing ill health. Mr. McGregor passed away on February 19, 2005.
(4)	Mr. Macdonald resigned on October 21, 2004.
(5)	At the end of May 2004, Mr. Shafron replaced Mr. Morley as Chief Financial Officer. Mr. Shafron resigned on October 20, 2004.
(6)	On October 21, 2004, Mr. Zwinkels resigned from the Managing Board and Mr. Vlot, Company Secretary, was appointed as an interim member of the Managing Board on the same day. Mr. Zwinkels resigned as our Treasurer on April 30, 2005.
(7)	Mr. Vlot’s temporary employment agreement, as amended, provided that unless an indefinite contract was negotiated, the contract would automatically terminate on June 30, 2005. The agreement expired by its terms on June 30, 2005.

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	Former Directors

	Former Executive Officers

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					Fiscal Years Ended
					March 31,
					2005				2004				2003
Continuing Operations
	Fiber Cement:
		United States (includes Canada)				1,820				1,722				1,500
		Australia				424				459				539
		New Zealand				147				161				183
		Philippines				211				225				209
		Chile				139				122				91
		Pipes (United States and Australia)				162				178				162
		Europe				31				37				30
		Roofing (United States)				19				18				—
			Total Fiber Cement			2,953				2,922				2,714
	Research & Development, including Technology					131				117				107
	General Corporate					38				34				34
Discontinued Business
	Building Systems (New Zealand)					—				—				65
		Total Employees				3,122				3,073				2,920

	Remuneration

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			Primary				Equity				Post-employment				Other				Total
			Directors’				JHI NV								Retirement
			Fees				Stock(1)				Superannuation(2)				Benefits
Name			US$				US$				US$				US$				US$
Non-Executive Directors
M. Hellicar
	Fiscal year 2005		$	128,750			$	20,000			$	13,388			$	—			$	162,138
	Fiscal year 2004			43,333				20,000				5,700				—				69,033
M. R. Brown
	Fiscal year 2005			60,000				10,000				6,300				—				76,300
	Fiscal year 2004			53,333				10,000				5,700				—				69,033
D. G. McGauchie
	Fiscal year 2005			55,000				10,000				5,850				—				70,850
	Fiscal year 2004			31,667				15,000				4,200				—				50,867
J. D. Barr
	Fiscal year 2005			60,000				10,000				—				—				70,000
	Fiscal year 2004			33,519				—				—				—				33,519
P. Cameron
	Fiscal year 2005			40,000				20,000				5,400				—				65,400
	Fiscal year 2004			—				63,333				5,700				—				69,033
M.J. Gillfillan
	Fiscal year 2005			55,000				10,000				—				—				65,000
	Fiscal year 2004			53,333				10,000				—				—				63,333
G. J. Clark
	Fiscal year 2005			50,000				10,000				—				—				60,000
	Fiscal year 2004			—				63,333				—				—				63,333
J. R. H. Loudon
	Fiscal year 2005			40,000				20,000				—				—				60,000
	Fiscal year 2004			47,333				16,000				—				—				63,333
Former Non-Executive Director
A. G. McGregor(3)
	Fiscal year 2005			38,750				2,500				3,713				640,976				685,939
	Fiscal year 2004			160,000				10,000				15,300				—				185,300
Total Compensation for Non-Executive Directors
	Fiscal year 2005			527,500				112,500				34,651				640,976				1,315,627
	Fiscal year 2004			422,518				207,666				36,600				—				666,784

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															Post-
			Primary												employment				Equity				Other				Total
															Superannuation				Shadow
											Noncash				and 401(K)				Share and				Severance
			Base Pay				Bonuses				Benefits				Benefits				Options(4)				Pay
Name			US$				US$				US$				US$				US$				US$				US$
Executive Directors
L. Gries(5)
	Fiscal year 2005		$	576,654			$	1,160,452			$	136,012			$	13,000			$	233,155			$	—			$	2,119,273
	Fiscal year 2004			439,427				753,720				114,725				12,000				228,535				—				1,548,407
P. Vlot(6)
	Fiscal year 2005			136,436				—				—				3,619				—				—				140,055
	Fiscal year 2004			N/A				N/A				N/A				N/A				N/A				N/A				N/A
Former Executive Directors
P. D. Macdonald(7)
	Fiscal year 2005			471,219				—				17,697				13,000				138,430				6,513,284				7,153,630
	Fiscal year 2004			822,500				1,745,390				15,693				12,000				593,558				—				3,189,141
F. H. Zwinkels(8)
	Fiscal year 2005			188,377				—				—				31,326				3,379				—				223,082
	Fiscal year 2004			121,756				27,921				10,715				13,526				3,345				—				177,263
Total Compensation for Executive Directors
	Fiscal year 2005			1,372,686				1,160,452				153,709				60,945				374,964				6,513,284				9,636,040
	Fiscal year 2004			1,383,683				2,527,031				141,133				37,526				825,438				—				4,914,811

															Post-
			Primary												employment				Equity				Other								Total
																											Relocation
																			Shadow				Severance				Allowances
											Noncash				401(K)				Share &				and Retirement				and Other
			Base Pay				Bonuses				Benefits				Benefits				Options(4)				Pay				Non-
Name			US$				US$				US$				US$				US$				US$				recurring				US$
Current Executive Officers
Donald Merkley
	Fiscal year 2005		$	334,000			$	521,656			$	65,245			$	13,000			$	195,177			$	—			$	—			$	1,129,078
	Fiscal year 2004			315,577				437,401				68,503				12,000				173,176				—				—				1,006,657
David Merkley
	Fiscal year 2005			303,769				475,573				87,978				13,000				192,269				—				—				1,072,589
	Fiscal year 2004			285,577				394,064				68,481				12,000				135,437				—				—				895,559
J. Chilcoff
	Fiscal year 2005			234,231				259,688				31,956				12,000				27,172				—				104,971				670,018
	Fiscal year 2004			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
M. T. Fisher
	Fiscal year 2005			215,770				262,062				50,301				12,946				107,084				—				17,438				665,601
	Fiscal year 2004			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
R. P. Russell
	Fiscal year 2005			233,751				234,542				32,366				12,833				111,733				—				—				625,224
	Fiscal year 2004			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A

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															Post-
			Primary												employment				Equity				Other								Total
																											Relocation
																			Shadow				Severance				Allowances
											Noncash				401(K)				Share &				and Retirement				and Other
			Base Pay				Bonuses				Benefits				Benefits				Options(4)				Pay				Non-
Name			US$				US$				US$				US$				US$				US$				recurring				US$
Former Executive Officers
P.J. Shafron(9)
	Fiscal year 2005			211,427				—				38,924				12,855				21,674				863,162				8,686				1,156,728
	Fiscal year 2004			307,500				375,951				34,625				12,000				360,222				—				16,356				1,106,654
P.G. Morley(10)
	Fiscal year 2005			275,833				—				93,872				13,000				137,082				1,028,708				—				1,548,496
	Fiscal year 2004			327,630				445,742				78,802				12,000				580,926				—				—				1,445,100
Total Compensation for Executive Officers
	Fiscal year 2005			1,808,781				1,753,521				400,642				89,634				792,191				1,891,870				131,095				6,867,734
	Fiscal year 2004			1,236,284				1,653,158				250,411				48,000				1,249,761				—				16,356				4,453,970

(1)	The annual allocation to non-executive directors of JHI NV stock to the value of $10,000 was approved by shareholders at the Annual General Meeting held on July 19, 2002. The non-executive directors can elect to take additional stock in lieu of fees.
(2)	The superannuation benefits include Australian mandated 9% superannuation guarantee contributions on the Australian directors’ total fees.
(3)	On August 11, 2004, Mr. McGregor resigned as Chairman of the Supervisory Board due to ill health. On August 25, 2004, he resigned from the Joint and Supervisory Boards and from all Board committees.
(4)	Options are valued using the Black-Scholes option-pricing model and the fair value of options granted are included in compensation during the period in which the options vest. The weighted average assumptions and weighted average fair valued used for grants in fiscal year 2005 were as follows: 1.1% dividend yield; 29.1% expected volatility; 3.2% risk free interest rate; 3.3 years of expected life; and A$1.35 weighted average fair value used at grant date. Shadow share expense included in compensation is calculated based on the movement in our share price during the year and the increase in vesting of the shadow shares; A$/US$ foreign exchange movements also affect the result. Actual benefit received depends on our share price and foreign exchange rates at the time of exercise. Our U.S. Shadow Stock Plan and Non-U.S. Based Employees Stock Plan were terminated at the end of February 2005 and the value on that day of all the outstanding shares of these plans were paid to the participants.
(5)	On October 21, 2004, Mr. Gries was appointed as an interim member of the Managing Board and named interim Chief Executive Officer. On February 14, 2005, he was appointed Chief Executive Officer. Mr. Gries’ appointment, as a member of the Managing Board, will require shareholders’ approval at the next General Meeting of shareholders.
(6)	On October 21, 2004, Mr. Vlot, the Company’s secretary at the time, was appointed as an interim member of the Managing Board. On June 30, 2005, Mr. Vlot’s temporary employment agreement expired by its terms and Mr. Butterfield was appointed as an interim member of the Managing Board on July 1, 2005. In connection with the expiration of his agreement, we expect to make a lump sum payment to Mr. Vlot of approximately 50,000 Euros.
(7)	On October 21, 2004, Mr. Macdonald resigned from the Company.
(8)	On October 21, 2004, Mr. Zwinkels resigned from his position on the Managing Board. On April 30, 2005, Mr. Zwinkels resigned as Treasurer. In connection with his resignation, in May 2005 (after the end of fiscal year 2005), we made a lump sum payment to Mr. Zwinkels of approximately $65,000 in connection with his final settlement agreement.

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(9)	On October 20, 2004, Mr. Shafron resigned from the Company.

(10)

Consistent with prior years, gross up of tax on the increase/decrease in investment value of superannuation is included for Mr. Morley. This benefit is provided to Mr. Morley to offset U.S. taxes he would not have had to pay on his superannuation if he were still in Australia. At the end of May 2004, Mr. Morley retired from his position of Chief Financial Officer, but remained an employee until January 31, 2005. In connection with his retirement, we made a lump sum payment to Mr. Morley equal to 18 months of salary based on his salary at the time of his departure. We also paid additional salary amounts owned to him related to expatriate pay. On February 1, 2005, Mr. Morley entered into a consulting agreement with the Company.

	Service Contracts with Current Directors

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	Louis Gries

	Benjamin Butterfield

	Service Contracts with Former Directors

	Peter Macdonald

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	Folkert Zwinkels

	Pim Vlot

	Severance Agreements

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		Number of
		Shares				Percent
		Beneficially				of
Name		Owned(1)				Class(2)
Current Directors and Executive Officers
Meredith Hellicar			10,051				*
John Barr(3)			22,068				*
Michael Brown			13,969				*
Peter Cameron			13,719				*
Gregory Clark			13,358				*
Michael Gillfillan(4)			53,969				*
James Loudon			5,597				*
Donald McGauchie(5)			5,811				*
Louis Gries			823,462				*
Pim Vlot			—				*
Donald Merkley			473,532				*
David Merkley			368,402				*
James Chilcoff			237,648				*
Mark Fisher			211,974				*
Robert Russell			88,500				*
Former Directors and Executive Officers
Peter Macdonald (former CEO)(6)			884,587				*
Peter Shafron (former CFO)			—				*
Phillip Morley (former CFO)			622,634				*
Folkert Zwinkels (former Treasurer and former member of our Managing Board)			—				*

*	Indicates that the individual beneficially owns less than 1% of our shares of common stock.

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(1)	Since the SBSP was approved at the 2002 Annual General Meeting, three general allotments have been made to non-executive directors. The number of beneficial shares includes the following SBSP allotments:

		Shares Allotted Under SBSP
		December 3,				August 22,				August 27,
Name		2004(a)				2003(b)				2002(c)
Meredith Hellicar			2,117				2,225				2,948
John Barr			1,068				—				—
Michael Brown			1,068				1,260				1,641
Peter Cameron			2,117				5,602				—
Gregory Clark			1,068				5,602				6,688
Michael Gillfillan			1,068				1,260				1,641
James Loudon			2,117				1,839				1,641
Donald McGauchie			1,068				1,743				—

	(a)	Each participant’s December 3, 2004 mandatory participation of 1,068 shares is subject to a two-year escrow period ending on December 4, 2006.
	(b)	Each participant’s August 22, 2003 mandatory participation of 1,260 shares is subject to a two-year escrow period ending on August 22, 2005.
	(c)	Each participant’s August 27, 2002 mandatory participation of 1,641 shares were subject to a two-year escrow period until they were released on August 27, 2004.

(2)	Based on 460,967,944 shares of common stock outstanding at May 31, 2005 (all of which are subject to CUFS).
(3)	As of May 31, 2005, 21,000 shares were held in a trust, of which Mr. Barr and his wife are trustees.
(4)	As of May 31, 2005, 50,000 shares were held in a trust, of which Mr. Gillfillan and his wife are trustees.
(5)	Includes 3,000 shares held in the McGauchie Superfund, of which Mr. McGauchie is a trustee.
(6)	As of May 31, 2005, 403,600 shares were held jointly by Mr. Macdonald and his wife and 380 shares were held by Mr. Macdonald’s wife in trust for their children.

		Number of Shares
		Underlying
Name		Options Owned				Exercise Price				Expiration Date
Current Executive Officers
Louis Gries			40,174	(1)(2)			A$3.1321/share	(3)(4)(5)			November 2009
			175,023	(1)(6)			A$3.0921/share	(3)(4)(5)			November 2010
			324,347	(7)			A$5.0586/share	(4)(5)			December 2011
			325,000	(8)			A$6.4490/share	(5)			December 2012
			325,000	(9)			A$7.05/share				December 2013
Pim Vlot			—

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		Number of Shares
		Underlying
Name		Options Owned				Exercise Price				Expiration Date
Donald Merkley			48,209	(1)(2)			A$3.1321/share	(3)(4)(5)			November 2009
			138,170	(1)(10)			A$3.0921/share	(3)4)(5)			November 2010
			170,709	(7)			A$5.0586/share	(4)(5)			December 2011
			200,000	(8)			A$6.4490/share	(5)			December 2012
			250,000	(9)			A$7.05/share				December 2013
			230,000	(11)			A$5.99/share				December 2014
David Merkley			48,209	(1)(2)			A$3.1321/share	(3)(4)(5)			November 2009
			82,902	(1)(10)			A$3.0921/share	(3)(4)(5)			November 2010
			102,425	(7)			A$5.0586/share	(4)(5)			December 2011
			200,000	(8)			A$6.4490/share	(5)			December 2012
			250,000	(9)			A$7.05/share				December 2013
			230,000	(11)			A$5.99/share				December 2014
James Chilcoff			40,174	(1)(2)			A$3.1321/share	(3)(4)(5)			November 2009
			92,113	(1)(12)			A$3.0921/share	(3)(4)(5)			November 2010
			68,283	(7)			A$5.0586/share	(4)(5)			December 2011
			111,000	(8)			A$6.4490/share	(5)			December 2012
			180,000	(11)			A$5.99/share				December 2014
Mark Fisher			92,113	(1)(12)			A$3.0921/share	(3)(4)(5)			November 2010
			68,283	(7)			A$5.0586/share	(4)(5)			December 2011
			74,000	(8)			A$6.4490/share	(5)			December 2012
			132,000	(9)			A$7.05/share				December 2013
			180,000	(11)			A$5.99/share				December 2014
Robert Russell			27,634	(1)(13)			A$3.0921/share	(3)(4)(5)			November 2010
			111,000	(8)			A$6.4490/share	(5)			December 2012
			132,000	(9)			A$7.05/share				December 2013
			180,000	(11)			A$5.99/share				December 2014
Former Directors and Executive Officers
Peter Macdonald (former CEO)			1,950,000	(14)			A$5.7086/share	(4)(5)			July 2012
Phillip Morley (former CFO)			273,134	(7)(15)			A$5.0586/share	(4)(5)			February 2007
			134,300	(8)(15)			A$6.4490/share	(5)			February 2007
			100,000	(9)(15)			A$7.05/share				February 2007
Peter Shafron (former CFO)			—
Folkert Zwinkels (former Treasurer and former member of our Managing Board)			—

	(1)	This nonqualified stock option to purchase shares of our common stock was granted on October 19, 2001 under our 2001 Equity Incentive Plan in exchange for the termination of an award of shadow stock covering an equal number of shares of JHIL common stock. See “Equity Plans — 2001 Equity Incentive Plan” under Item 6.
	(2)	All options vested and became exercisable in November 2004.

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	(3)	The exercise price reflects an A$0.0965 per share price reduction due to a capital return paid to shareholders in December 2001.
	(4)	The exercise price reflects an A$0.3804 per share price reduction due to a capital return paid to shareholders in November 2002.
	(5)	The exercise price reflects an A$0.2110 per share price reduction due to a capital return paid to shareholders in November 2003.
	(6)	Options vest and become exercisable in two equal installments in November 2004 and 2005.
	(7)	Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable in December 2004.
	(8)	Granted under the 2001 Equity Incentive Plan. Options vest and become exercisable in three installments: 25% on December 3, 2003; 25% on December 3, 2004; and 50% on December 3, 2005.
	(9)	Granted under the 2001 Equity Incentive Plan. Options vest and become exercisable in three installments: 25% on December 5, 2004; 25% on December 5, 2005; and 50% on December 5, 2006.

(10)	Options vest and become exercisable in three equal installments in November 2003, 2004 and 2005.
(11)	Granted under the 2001 Equity Incentive Plan. Options vest and become exercisable in three installments: 25% on December 14, 2005; 25% on December 14, 2006; and 50% on December 14, 2007.
(12)	The options are 80% vested. The remaining options vest and become exercisable in November 2005.
(13)	Options vest and become exercisable in November 2005.
(14)	This option was granted to Mr. Macdonald on July 19, 2002 under the 2002 Peter Donald Macdonald Share Option Plan. These options will become exercisable for 1,462,500 shares on the first business day on or after July 19, 2005 if our TSR from July 19, 2002 to July 19, 2005 is at least equal to the median TSR for the companies comprising our peer group. In addition, for each one-percent improvement in our TSR ranking above the median TSR for our peer group, 19,500 shares become exercisable (up to a total of 487,500 additional shares). The vested options will remain exercisable until July 19, 2012. As of March 31, 2005, all 1,950,000 options were outstanding. If the performance hurdle is not met by October 31, 2005, the options will lapse and be cancelled. See “— Equity Plans — JHI NV Peter Donald Macdonald Share Option Plan 2002” below.
(15)	All options vested and became exercisable at retirement at February 2005.

	Peter Donald Macdonald Share Option Plans

	Peter Donald Macdonald Share Option Plan

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	Peter Donald Macdonald Share Option Plan 2001

	Peter Donald Macdonald Share Option Plan 2002

	2001 Equity Incentive Plan

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		Number of				Options
		Options				Outstanding as of
Share Grant Date		Granted				May 31, 2005
October 2001(1)			5,468,829				1,323,066
December 2001			4,248,417				1,992,746
December 2002			4,037,000				2,622,300
December 2003			6,179,583				4,503,355
December 2004			5,391,100				5,079,100
February 2005			273,000				273,000
Total outstanding							15,793,567

(1)	Awarded to our employees on October 19, 2001 in exchange for the cancellation of JHIL shadow stock awards under the JHIL Key Management Equity Incentive Plan.

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	Shadow Stock and Stock Appreciation Rights Plans

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	Supervisory Board Share Plan

Item 7.	Major Shareholders and Related Party Transactions

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		Shares				Percentage of
		Beneficially				Shares
Shareholder		Owned				Outstanding
Commonwealth Bank of Australia (and subsidiaries)			75,268,867				16.40%
Lazard Asset Management Pacific Co.			40,876,189				8.90%
Schroder Investment Management Australia Limited			39,835,741				8.69%
National Australia Bank Limited Group			28,198,184				6.15%
The Capital Group Companies, Inc.			28,039,211				6.11%

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	Transactions and Existing Loans to our Directors and Directors of our Subsidiaries

			May 31,
Director			2005
A. Kneeshaw			$	12,012
D. Salter				20,496
	Total		$	32,508

	Payments Made to Directors and Director Related Entities of our Subsidiaries

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Item 8.	Financial Information

Item 9.	Listing Details

			High								Low
Period			(A$)				(US$)				(A$)				(US$)
Fiscal year ended:
	March 31, 2005			7.23				5.35				4.95				3.66
	March 31, 2004			8.04				5.58				5.84				4.05
	March 31, 2003			7.06				3.96				5.56				3.12
	March 31, 2002			6.77				3.47				4.19				2.15
	March 31, 2001			4.65				2.58				3.36				1.87

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			High								Low
Period			(A$)				(US$)				(A$)				(US$)
Fiscal quarter ended:
	March 31, 2005			7.23				5.63				5.79				4.49
	December 31, 2004			6.77				5.09				5.50				4.13
	September 30, 2004			6.30				4.52				4.95				3.55
	June 30, 2004			6.88				4.92				5.22				3.73
	March 31, 2004			7.02				5.44				6.15				4.77
	December 31, 2003			8.04				5.74				6.32				4.51
	September 30, 2003			7.80				5.14				6.64				4.38
	June 30, 2003			7.20				4.61				5.84				3.74
Month ended:
	May 31, 2005			6.77				5.19				5.51				4.22
	April 30, 2005			6.13				4.74				5.49				4.25
	March 31, 2005			6.40				5.04				5.79				4.56
	February 28, 2005			6.96				5.44				5.88				4.60
	January 31, 2005			7.23				5.55				6.48				4.98
	December 31, 2004			6.75				5.22				5.66				4.38

			High				Low
Period			(US$)				(US$)
Fiscal year ended:
	March 31, 2005			27.21				18.10
	March 31, 2004			28.50				18.25
	March 31, 2003			19.95				15.29
	March 31, 2002(1)			17.95				11.10
Fiscal quarter ended:
	March 31, 2005			27.21				22.60
	December 31, 2004			26.52				20.50
	September 30, 2004			22.26				18.10
	June 30, 2004			25.05				18.82
	March 31, 2004			27.60				23.60
	December 31, 2003			28.50				24.40
	September 30, 2003			25.85				22.50
	June 30, 2003			23.95				18.25

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			High				Low
Period			(US$)				(US$)
Month ended:
	May 31, 2005			25.55				21.54
	April 30, 2005			23.50				21.66
	March 31, 2005			25.15				22.60
	February 28, 2005			26.76				23.30
	January 31, 2005			27.21				24.92
	December 31, 2004			26.07				21.87

(1)	Prior to the 2001 Reorganization, JHIL ADRs traded over-the-counter. Because historically the JHIL ADRs have not been actively traded, complete trading price information is not readily available. However, we believe that the trading price of the JHIL ADRs generally reflect the price of the underlying JHIL shares represented thereby, as well as any transaction costs associated with the ADRs.

Common Stock (in the form of CUFS)			Australian Stock Exchange
ADRs			New York Stock Exchange

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Item 10.	Additional Information

	Purpose of the Company

	•	to participate in, to take an interest in any other way in and to conduct the management of business enterprises of whatever nature;
	•	to raise funds through the issuance of debt or equity or in any other way and to finance third parties;
	•	to provide guarantees, including guarantees for the debts of third parties; and
	•	to perform all activities which are incidental to or which may be conducive to, or connected with, any of the foregoing.

	Provisions of our Articles of Association or Charter Related to Directors

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	Issuance of Shares; Preemptive Rights

	Repurchase of Shares

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	Reduction of Share Capital

	Shareholders Meetings and Voting Rights

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	Annual Report

	Indemnification

	Dividends

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	Amendment of Articles of Association

	Liquidation Rights

	Limitations on Right to Hold Common Stock

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	•	acquisitions that result from acceptances under a takeover bid, which complies with the Articles of Association, including the principles set forth above;
	•	acquisitions which result in a person’s voting power increasing by not more than 3% in a six-month period;
	•	acquisitions which are consistent with the principles set forth above, conform to the other takeover principles set out in the Articles of Association (adjusting those principles as appropriate to meet the particular circumstances of the acquisitions) and have received the prior approval of the Supervisory Board; and
	•	acquisitions approved at a general meeting of shareholders, subject to certain requirements being satisfied in relation to voting and the provision of information.

	(i) ASX requires an amendment to the takeover provisions in our Articles of Association to comply with the ASX Listing Rules as then in force; or
	(ii) any waiver of the ASX Listing Rules permitting the inclusion of the takeovers provisions has ceased to have effect.

	Disclosure of Holdings

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	•	persons who directly or indirectly hold more than 25% of JHI NV’s outstanding share capital;
	•	managing and supervisory directors of such greater than 25% shareholders; and
	•	the spouses of the persons referred to above, relations by blood or affinity to the first degree and other persons who share a household with these persons, and relations by blood or affinity to the first degree who do not share a household with these persons but hold at least 5% of our shares or will obtain this percentage through the transaction.

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	United States Taxation

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	Netherlands Taxation

	(1) direct or indirect distributions in cash or in kind, deemed or constructive distributions, and repayments of additional paid-in capital not recognized as such for Netherlands dividend withholding tax purposes;
	(2) liquidation proceeds, proceeds of redemption of shares of common stock or, generally, except if a certain specific exemption applies, consideration paid by us for the repurchase of shares of common stock in excess of the average paid-in capital recognized for Netherlands dividend withholding tax purposes;
	(3) the par value of shares of common stock issued to a holder of shares of common stock or an increase of the par value of shares of common stock, as the case may be, to the extent that no contribution to capital, recognized for Netherlands dividend withholding tax purposes, was made or will be made; and
	(4) the partial repayment of paid-in capital, recognized for Netherlands dividend withholding tax purposes, if and to the extent that there are net profits (“zuivere winst”) for dividend withholding tax purposes, unless the general meeting of our shareholders has previously resolved to make such repayment and provided that the par value of the shares of common stock concerned has been reduced by a corresponding amount by changing our Articles of Association. As a result of contributions in kind (i.e., in shares) to our paid-in capital made prior to the listing of our common shares, a portion of such paid-in capital may not be recognized for Dutch dividend withholding tax purposes.

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	(1) such shareholder is neither resident nor deemed to be resident in The Netherlands, nor has elected to be subject to the rules of the Dutch Income Tax Act 2001 that apply to residents of The Netherlands;
	(2) such shareholder does not have a business or an interest in a business that is, in whole or in part, carried on through a permanent establishment or a permanent representative in The Netherlands and to which business or part of a business, as the case may be, the shares of common stock are attributable;
	(3) such shareholder does not perform independent personal services in The Netherlands giving rise to a fixed base in The Netherlands to which the shares of common stock are attributable; and
	(4) the shares of common stock owned by such shareholder do not form part of a substantial interest or a deemed substantial interest, as defined below, in the share capital of the Company or, if such shares of common stock do form part of such an interest, they form part of the assets of a business other than a Netherlands business.

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	•	furnish our shareholders with annual reports containing consolidated financial statements examined by an independent registered public accounting firm; and
	•	furnish quarterly reports for the first three quarters of each fiscal year containing unaudited consolidated financial information in filings with the SEC under Form 6-K.

Item 11.	Quantitative and Qualitative Disclosures About Market Risk

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		US$				A$				NZ$				Other(1)
Net sales			79.0%				13.3%				4.1%				3.6%
Cost of goods sold			81.5%				12.0%				3.1%				3.4%
Expenses			60.3%				31.5%				2.5%				5.7%
Liabilities (excluding borrowings)			73.9%				17.6%				5.1%				3.4%

		US$				A$				NZ$				Other(1)
Net sales			76.3%				15.8%				4.1%				3.8%
Cost of goods sold			77.3%				15.0%				3.6%				4.1%
Expenses			68.6%				18.9%				6.3%				6.2%
Liabilities (excluding borrowings)			83.2%				9.4%				4.2%				3.2%

(1)	Comprised of Philippine Pesos, Euros and Chilean Pesos.

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		Year Ending March 31,
		2006				2007				2008				2009				2010				Thereafter				Total				Fair Value
Fixed rate debt		$	25.7			$	27.1			$	8.1			$	46.2			$	—			$	40.3			$	147.4			$	173.6
Weighted-average interest rate			6.92	%			6.99	%			7.05	%			7.12	%			—				7.35	%			7.12	%
Variable rate debt		$	11.9				—				—				—				—				—			$	11.9			$	11.9
Weighted-average interest rate			3.52	%			—				—				—				—				—				3.52	%

Item 12.	Description of Securities Other Than Equity Securities

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Item 13.	Defaults, Dividend Arrearages and Delinquencies

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.	Controls and Procedures

Item 16A.	Audit Committee Financial Expert

Item 16B.	Code of Business Conduct and Ethics

	•	to prohibit, directly or indirectly, extending or maintaining credit, arranging for the extension of credit or renewing an extension of credit, in the form of a personal loan to or for any of our directors or executive officers;
	•	to add a mechanism to enable employees to submit any concerns or complaints regarding questionable accounting or auditing matters. Such submissions may be made on an anonymous, confidential basis and may be directed to an employee’s supervisor(s), corporate controller or the secretary of Audit Committee. In addition, we added a section that prohibits retaliation of any kind against individuals who have made good faith reports or complaints of violations of our code of ethics or other known or suspected illegal or unethical conduct; and
	•	to add a section that provides that our code of ethics may be amended or modified by our Supervisory Board. In addition, waivers of this code may only be granted by our Supervisory Board or a committee of our Supervisory Board with specific delegated authority, and any such waiver, will be disclosed to our shareholders.

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	•	to change its name to the “Code of Business Conduct and Ethics,” to reflect the fact that it sets forth our standards of business conduct as well as ethical behavior, and in accordance with the relevant rules and regulations of the New York Stock Exchange; and
	•	to make our Code of Business Conduct and Ethics applicable to our directors, in addition to all of our employees, in compliance with the relevant rules and regulations of the New York Stock Exchange.

Item 16C.	Principal Accountant Fees and Services

		Fiscal Year Ended
		March 31,
		2005				2004				2003
		(In millions)
Audit Fees(1)		$	3.1			$	1.2			$	1.1
Audit-Related Fees(2)			0.2				0.1				0.6
Tax Fees(3)			4.2				3.5				3.4

(1)	Audit Fees include the aggregate fees for professional services rendered by our independent registered public accounting firm. Professional services include the audit of our annual financial statements and services that are normally provided in connection with statutory and regulatory filings. During the fiscal year ended March 31, 2005, total audit fees also included internal investigation fees of $1.9 million.
(2)	Audit-Related Fees include the aggregate fees billed for assurance and related services rendered by our independent registered public accounting firm. Our independent registered public accounting firm did not engage any temporary employees to conduct any portion of the audit of our financial statements for the fiscal year ended March 31, 2005.
(3)	Tax Fees include the aggregate fees billed for tax compliance, tax advice and tax planning services rendered by our independent registered public accounting firm.

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Item 16D.	Exemptions from Listing Standards for Audit Committees

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 18.	Financial Statements

Item 19.	Exhibits

Exhibit
Number				Description of Exhibits
	1	.1		Articles of Association, as amended on November 5, 2003 of James Hardie Industries N.V. (English Translation)(4)
	2	.1		Letter Agreement of September 6, 2001 by and between James Hardie Industries N.V. and CHESS Depositary Nominees Pty Limited, as the depositary for CHESS Units of Foreign Securities(1)
	2	.2		Deposit Agreement dated as of September 24, 2001 between The Bank of New York, as depositary, and James Hardie Industries N.V.(1)
	2	.3		Note Purchase Agreement, dated as of November 5, 1998, among James Hardie Finance B.V., James Hardie N.V. and certain purchasers thereto re: $225,000,000 Guaranteed Senior Notes(1)
	2	.4		Assignment and Assumption Agreement and First Amendment to Note Purchase Agreement, dated as of January 24, 2000, by and among James Hardie Finance B.V., James Hardie U.S. Funding, Inc., James Hardie N.V., James Hardie Aust Investco Pty Limited and certain noteholders thereto(1)
	2	.5		Second Amendment to the Note Purchase Agreement dated as of October 22, 2001, by and among, James Hardie U.S. Funding, Inc., James Hardie N.V., James Hardie Aust Investco Pty Limited, James Hardie Australia Finance Pty Limited, James Hardie International Finance B. V. and certain noteholders thereto(1)
	2	.6		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Australia and New Zealand Banking Group Limited(2)
	2	.7		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Bank One, NA(2)
	2	.8		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and BNP Paribas(2)
	2	.9		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Australia and Westdeutsche Landesbank Girozentrale, Sydney Branch(2)
	2	.10		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Australia and New Zealand Banking Group Limited(2)

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Exhibit
Number				Description of Exhibits
	2	.11		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Bank One, NA(2)
	2	.12		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and BBL Australia Limited(2)
	2	.13		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and BNP Paribas(2)
	2	.14		Novation Agreement, dated August 27, 2001, relating to Amended and Restated 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Wells Fargo HSBC Trade Bank, National Association(2)
	2	.15		Novation Agreement, dated August 27, 2001, relating to Amended and Restated 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Westdeutsche Landesbank Girozentrale, Sydney Branch(2)
	2	.16		Form of Novation Agreement, dated December 16, 2002, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc., James Hardie Industries N.V., and each of the following banks: Australia and New Zealand Banking Group Limited; Bank One, NA; BNP Paribas; and WestLB AG, Sydney Branch(3)
	2	.17		Form of Novation Agreement, dated December 16, 2002, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc., James Hardie Industries N.V. and each of the following banks: Australia and New Zealand Banking Group Limited; Bank One, NA; ING Bank N.V., Sydney Branch; BNP Paribas; Wells Fargo HSBC Trade Bank, National Association; and WestLB AG, Sydney Branch(3)
	2	.18		Amendment Agreement to Amended and Restated Standby Loan Agreement, effective April 30, 2004, among James Hardie International Finance B.V., James Hardie Industries N.V. and Wells Fargo HSBC Trade Bank, National Association(4)
	2	.19		Form of Extension Letter, relating to 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie Industries N.V. and each of the following banks: Australia and New Zealand Banking Group Limited; Bank One, NA; ING Bank NV, Sydney Branch; BNP Paribas; and WestLB AG, Sydney Branch(4)
	2	.20		Extension Letter relating to 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie Industries N.V. and Wells Fargo HSBC Trade Bank N.A.(4)
	2	.21		Assignment and Assumption Agreement and Third Amendment to Note Purchase Agreement, dated as of November 18, 2002, among James Hardie U.S. Funding Inc, James Hardie International Finance B.V., James Hardie Industries N.V., James Hardie N.V. and certain noteholders thereto(3)
	2	.22		Common Terms Deed Poll dated June 15, 2005 between James Hardie International Finance B.V. and James Hardie Industries N.V.
	2	.23		Form of Term Facility Agreement between James Hardie International Finance B.V. and Financier
	2	.24		Form of 364-day Facility Agreement between James Hardie International Finance B.V. and Financier
	2	.25		Form of Guarantee Deed between James Hardie Industries N.V. and Financier
	4	.1		James Hardie Industries N.V. 2001 Equity Incentive Plan
	4	.2		James Hardie Industries N.V. Peter Donald Macdonald Share Option Plan 2002(1)
	4	.3		Economic Profit and Individual Performance Incentive Plans
	4	.4		JHI NV Stock Appreciation Rights Incentive Plan
	4	.5		Supervisory Board Share Plan, dated July 19, 2002(1)

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Exhibit
Number				Description of Exhibits
	4	.6		Letter of Resignation, dated October 21, 2004, between James Hardie Industries N.V. and Peter Donald Macdonald(4)
	4	.7		Consulting agreement, dated November 15, 2004, between James Hardie Industries N.V. and Peter Shafron(4)
	4	.8		Employment Agreement effective as of February 10, 2005, among James Hardie Building Products, Inc., James Hardie Industries N.V. and Louis Gries
	4	.9		Summary of Employment Terms between James Hardie Industries N.V. and Russell Chenu
	4	.10		International Assignment Agreement dated May 10, 2005, between James Hardie Industries N.V. and Benjamin Butterfield
	4	.11		Employment Agreement, effective September 1, 2004, between James Hardie Buildings Products, Inc. and David Merkley
	4	.12		Employment Agreement, effective September 1, 2004, between James Hardie Building Products and Donald Merkley
	4	.13		Amended Secondment dated October 8, 2004 between James Hardie Building Products Inc. and James Chilcoff(4)
	4	.14		Final Settlement Agreement between James Hardie International Finance B.V. and Folkert Zwinkels dated March 24, 2005
	4	.15		Form of Joint and Several Indemnity Agreement among James Hardie N.V., James Hardie (USA) Inc. and certain indemnitees thereto(1)
	4	.16		Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Inc. and certain indemnitees thereto(1)
	4	.17		Form of Deed of Access to Documents, Indemnity and Insurance among James Hardie Industries N.V. and certain indemnitees thereto(1)
	4	.18		Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Building Products Inc. and certain indemnities thereto
	4	.19		Lease Amendment, dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at the corner of Cobalt & Silica Street, Carole Park, Queensland, Australia(4)
	4	.20		Variation of Lease dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at the corner of Colquhoun & Devon Streets, Rosehill, New South Wales, Australia(4)
	4	.21		Extension of Lease dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at Rutland, Avenue, Welshpool, Western Australia, Australia(4)
	4	.22		Lease Amendment dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at 46 Randle Road, Meeandah, Queensland, Australia (4)
	4	.23		Lease Agreement dated March 23, 2004 among Studorp Limited, James Hardie New Zealand Limited and James Hardie Industries N.V. re premises at the corner of O’Rorke and Station Roads, Penrose, Auckland, New Zealand(4)
	4	.24		Lease Agreement dated March 23, 2004 among Studorp Limited, James Hardie New Zealand Limited and James Hardie Industries N.V. re premises at 44-74 O’Rorke Road, Penrose, Auckland, New Zealand(4)
	4	.25		Industrial Building Lease Agreement, effective October 6, 2000, between James Hardie Building Products, Inc. and Fortra Fiber-Cement L.L.C., re premises at Waxahachie, Ellis County, Texas(1)
	4	.26		Asset Purchase Agreement by and between James Hardie Building Products, Inc. and Cemplank, Inc. dated as of December 12, 2001(1)
	4	.27		Amended and Restated Stock Purchase Agreement dated March 12, 2002, between BPB U.S. Holdings, Inc. and James Hardie Inc.(1)

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Exhibit
Number				Description of Exhibits
	8	.1		List of significant subsidiaries of James Hardie Industries N.V.
	12	.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12	.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13	.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	15	.1		Consent of independent registered public accounting firm
	15	.2		Consent of KPMG Actuaries Pty Ltd
	99	.1		Excerpts of the ASX Settlement and Transfer Corporation Pty Ltd as of May 2005
	99	.2		Excerpts of the Financial Services Reform Act 2001, as of March 11, 2002
	99	.3		ASIC Class Order 02/311, dated November 3, 2002
	99	.4		ASIC Modification, dated March 7, 2002(1)

(1)	This document was previously filed on paper as an exhibit to a prior Form 20-F. It is being re-filed herewith electronically.
(2)	Previously filed as an exhibit to our Registration Statement on Form 20-F dated September 7, 2001 and incorporate herein by reference.
(3)	Previously filed as an exhibit to our Annual Report on Form 20-F dated July 2, 2003 and incorporated herein by reference.
(4)	Previously filed as an exhibit to our Annual Report on Form 20-F dated November 22, 2004 and incorporated herein by reference.

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	James Hardie Industries N.V.

	By:	/s/ Louis Gries

	Louis Gries
	Chief Executive Officer

137

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		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of March 31, 2005 and 2004			F-3
Consolidated Statements of Income for the Years Ended March 31, 2005, 2004 and 2003			F-4
Consolidated Statements of Cash Flows for the Years Ended March 31, 2005, 2004 and 2003			F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended March 31, 2005, 2004 and 2003			F-6
Notes to Consolidated Financial Statements			F-7
Remuneration Disclosures (unaudited)			F-54
Selected Quarterly Financial Data (unaudited)			F-56

F-1

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	/s/ PricewaterhouseCoopers LLP
	PricewaterhouseCoopers LLP

F-2

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Table of Contents

								March 31
				Notes				2005				2004
								(Millions of
								US dollars)
ASSETS
Current assets:
	Cash and cash equivalents				3			$	113.5			$	72.3
	Accounts and notes receivable, net of allowance for doubtful accounts of $1.5 million and $1.2 million as of March 31, 2005 and March 31, 2004, respectively				4				127.2				118.4
	Inventories				5				99.9				103.2
	Refundable income taxes				14				—				37.8
	Prepaid expenses and other current assets								12.0				8.8
	Deferred tax assets				14				26.0				24.7
		Total current assets							378.6				365.2
Long-term receivables and other assets									0.8				9.8
Property, plant and equipment, net					6				685.7				567.1
Intangible assets, net					7				3.1				3.0
Prepaid pension cost					8				8.4				14.1
Deferred tax assets					14				12.3				12.0
		Total assets						$	1,088.9			$	971.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued liabilities				9			$	94.0			$	78.5
	Current portion of long-term debt				10				25.7				17.6
	Short-term debt				10				11.9				10.8
	Accrued payroll and employee benefits								35.7				41.1
	Accrued product warranties				12				8.0				9.7
	Income taxes payable				14				21.4				9.8
	Other liabilities								1.7				1.8
		Total current liabilities							198.4				169.3
Long-term debt					10				121.7				147.4
Deferred income taxes					14				77.5				65.2
Accrued product warranties					12				4.9				2.3
Other liabilities					11,14				61.7				82.3
		Total liabilities							464.2				466.5
Commitments and contingencies (Note 13)
Shareholders’ equity:
	Common stock, Euro 0.59 par value, 2.0 billion shares authorized; 459,373,176 shares issued and outstanding at March 31, 2005 and 458,558,436 shares issued and outstanding at March 31, 2004				16,20				245.8				245.2
	Additional paid-in capital				16,20				139.4				134.0
	Retained earnings								264.3				151.1
	Employee loans				16				(0.7	)			(1.3	)
	Accumulated other comprehensive loss				19				(24.1	)			(24.3	)
		Total shareholders’ equity							624.7				504.7
		Total liabilities and shareholders’ equity						$	1,088.9			$	971.2

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							Years Ended March 31
			Notes				2005				2004				2003
							(Millions of US dollars,
							except per share data)
Net sales				18			$	1,210.4			$	981.9			$	783.6
Cost of goods sold								(784.0	)			(623.0	)			(492.8	)
	Gross profit							426.4				358.9				290.8
Selling, general and administrative expenses								(174.5	)			(162.0	)			(144.9	)
Research and development expenses								(21.6	)			(22.6	)			(18.1	)
SCI and other related expenses				13				(28.1	)			—				—
Other operating (expense) income				8				(6.0	)			(2.1	)			1.0
	Operating income							196.2				172.2				128.8
Interest expense								(7.3	)			(11.2	)			(23.8	)
Interest income								2.2				1.2				3.9
Other (expense) income								(1.3	)			3.5				0.7
	Income from continuing operations before income taxes			18				189.8				165.7				109.6
Income tax expense								(61.9	)			(40.4	)			(26.1	)
	Income from continuing operations							127.9				125.3				83.5
Discontinued operations:
	(Loss) income from discontinued operations, net of income tax benefit (expense) of $0.2 million, ($0.1) million and ($1.6) million for 2005, 2004 and 2003, respectively			15				(0.3	)			0.2				3.0
	(Loss) gain on disposal of discontinued operations, net of income tax benefit (expense) of nil, $4.8 million and ($45.3) million for 2005, 2004 and 2003, respectively			15				(0.7	)			4.1				84.0
	(Loss) income from discontinued operations							(1.0	)			4.3				87.0
	Net income						$	126.9			$	129.6			$	170.5
Income per share — basic:
	Income from continuing operations						$	0.28			$	0.27			$	0.18
	Income from discontinued operations							—				0.01				0.19
	Net income per share — basic						$	0.28			$	0.28			$	0.37
Income per share — diluted:
	Income from continuing operations						$	0.28			$	0.27			$	0.18
	Income from discontinued operations							—				0.01				0.19
	Net income per share — diluted						$	0.28			$	0.28			$	0.37
Weighted average common shares outstanding (Millions):
	Basic			2				458.9				458.1				456.7
	Diluted			2				461.0				461.4				459.4

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				Years Ended March 31
				2005				2004				2003
				(Millions of US dollars)
Cash flows from operating activities:
Net income				$	126.9			$	129.6			$	170.5
Adjustments to reconcile net income to net cash provided by operating activities:
	Gain on disposal of subsidiaries and businesses				—				(4.1	)			(84.8	)
	Loss (gain) on sale of land and buildings				0.7				(4.2	)			—
	Gain on disposal of investments and negotiable securities				—				—				(0.4	)
	Impairment loss on investment				2.1				2.2				—
	Depreciation and amortization				36.3				36.4				28.7
	Deferred income taxes				11.1				14.6				(10.6	)
	Prepaid pension cost				7.6				1.8				2.3
	Tax benefit from stock options exercised				0.4				0.4				0.8
	Stock compensation				3.0				3.3				1.9
	Other				—				0.7				—
Changes in operating assets and liabilities:
	Accounts receivable				(3.7	)			(24.8	)			(10.8	)
	Inventories				4.3				(24.9	)			(8.5	)
	Prepaid expenses and other current assets				32.6				2.1				(12.5	)
	Accounts payable				15.0				1.3				14.5
	Accrued liabilities and other liabilities				(16.5	)			28.2				(26.3	)
		Net cash provided by operating activities			219.8				162.6				64.8
	Cash flows from investing activities:
	Purchases of property, plant and equipment				(153.2	)			(74.8	)			(90.2	)
	Proceeds from sale of property, plant and equipment				3.4				10.9				49.0
	Proceeds from disposal of subsidiaries and businesses, net of cash invested				—				5.0				334.4
	Proceeds from sale and maturity of investments				—				—				1.1
	Collections on loans receivable				0.6				0.9				0.7
	Cash transferred on establishment of ABN 60 Foundation				—				—				(57.1	)
		Net cash (used in) provided by investing activities			(149.2	)			(58.0	)			237.9
Cash flows from financing activities:
	Net proceeds from line of credit				0.5				0.5				3.1
	Proceeds from borrowings				—				—				2.4
	Repayments of borrowings				(17.6	)			—				(160.0	)
	Proceeds from issuance of shares				2.6				3.2				4.2
	Repayments of capital				—				(68.7	)			(94.8	)
	Dividends paid				(13.7	)			(22.9	)			(34.3	)
		Net cash used in financing activities			(28.2	)			(87.9	)			(279.4	)
Effects of exchange rate changes on cash					(1.2	)			0.5				0.7
Net increase in cash and cash equivalents					41.2				17.2				24.0
Cash and cash equivalents at beginning of period					72.3				55.1				31.1
Cash and cash equivalents at end of period					113.5				72.3				55.1
Components of cash and cash equivalents:
	Cash at bank and on hand				28.6				24.6				39.7
	Short-term deposits				84.9				47.7				14.9
	Cash and cash equivalents — continuing operations				113.5				72.3				54.6
	Cash at bank and on hand — discontinued operations				—				—				0.5
Cash and cash equivalents at end of period				$	113.5			$	72.3			$	55.1
Supplemental disclosure of cash flow activities:
Cash paid during the period for interest, net of amounts capitalised				$	10.7			$	11.7			$	28.1
Cash paid (refunded) during the period for income taxes, net				$	15.7			$	(6.5	)		$	77.3

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												Retained								Accumulated
								Additional				Earnings								Other
				Common				Paid-In				(Accumulated				Employee				Comprehensive
				Stock				Capital				Deficit)				Loans				Income (Loss)				Total
				(Millions of US dollars)
Balances as of March 31, 2002				$	205.4			$	323.5			$	(91.8	)		$	(2.1	)		$	(64.3	)		$	370.7
Comprehensive income (loss):
	Net income				—				—				170.5				—				—				170.5
	Other comprehensive income (loss):
		Amortization of unrealized transition loss on derivative instruments			—				—				—				—				1.1				1.1
		Foreign currency translation gain			—				—				—				—				21.9				21.9
		Additional minimum pension liability adjustment			—				—				—				—				(7.7	)			(7.7	)
		Other comprehensive income			—				—				—				—				15.3				15.3
		Total comprehensive income																							185.8
Dividends paid					—				—				(34.3	)			—				—				(34.3	)
Conversion of common stock from Euro 0.50 par value to Euro 0.85 par value					157.9				(157.9	)			—				—				—				—
Conversion of common stock from Euro 0.85 par value to Euro 0.64 par value and subsequent return of capital					(94.8	)			—				—				—				—				(94.8	)
Stock compensation					—				1.9				—				—				—				1.9
Tax benefit from stock options exercised					—				0.8				—				—				—				0.8
Employee loans repaid					—				—				—				0.4				—				0.4
Stock options exercised					1.2				3.0				—				—				—				4.2
Balances as of March 31, 2003				$	269.7			$	171.3			$	44.4			$	(1.7	)		$	(49.0	)		$	434.7
Comprehensive income (loss):
	Net income				—				—				129.6				—				—				129.6
	Other comprehensive income (loss):
		Amortization of unrealized transition loss on derivative instruments			—				—				—				—				1.1				1.1
		Foreign currency translation gain			—				—				—				—				16.0				16.0
		Unrealized loss on available-for-sale securities			—				—				—				—				(0.1	)			(0.1	)
		Additional minimum pension liability adjustment			—				—				—				—				7.7				7.7
		Other comprehensive income			—				—				—				—				24.7				24.7
		Total comprehensive income																							154.3
Dividends paid					—				—				(22.9	)			—				—				(22.9	)
Conversion of common stock from Euro 0.64 par value to Euro 0.73 par value					48.4				(48.4	)			—				—				—				—
Conversion of common stock from Euro 0.73 par value to Euro 0.5995 par value and subsequent return of capital					(68.7	)			—				—				—				—				(68.7	)
Conversion of common stock from Euro 0.5995 par value to Euro 0.59 par value					(5.0	)			5.0				—				—				—				—
Stock compensation					—				3.3				—				—				—				3.3
Tax benefit from stock options exercised					—				0.4				—				—				—				0.4
Employee loans repaid					—				—				—				0.4				—				0.4
Stock options exercised					0.8				2.4				—				—				—				3.2
Balances as of March 31, 2004				$	245.2			$	134.0			$	151.1			$	(1.3	)		$	(24.3	)		$	504.7
Comprehensive income (loss):
	Net income				—				—				126.9				—				—				126.9
	Other comprehensive income (loss):
		Amortization of unrealized transition loss on derivative instruments			—				—				—				—				1.1				1.1
		Foreign currency translation gain			—				—				—				—				(0.9	)			(0.9	)
		Other comprehensive income			—				—				—				—				0.2				0.2
		Total comprehensive income																							127.1
Dividends paid					—				—				(13.7	)			—				—				(13.7	)
Stock compensation					—				3.0				—				—				—				3.0
Tax benefit from stock options exercised					—				0.4				—				—				—				0.4
Employee loans repaid					—				—				—				0.6				—				0.6
Stock options exercised					0.6				2.0				—				—				—				2.6
Balances as of March 31, 2005				$	245.8			$	139.4			$	264.3			$	(0.7	)		$	(24.1	)		$	624.7

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Table of Contents

1.	Background and Basis of Presentation

	Nature of Operations

	Background

	Basis of Presentation

2.	Summary of Significant Accounting Policies

	Accounting Principles

F-7

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Table of Contents

	Use of Estimates

	Reclassifications

	Foreign Currency Translation

	Cash and Cash Equivalents

	Inventories

	Property, Plant and Equipment

		Years
Buildings			40
Building improvements			5 to 10
Manufacturing machinery			20
General equipment			5 to 10
Computer equipment			3 to 4
Office furniture and equipment			3 to 10

F-8

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Table of Contents

	Intangible Assets

	Impairment of Long-Lived Assets

	Environmental

	Mineral Acquisition Costs

	Revenue Recognition

F-9

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Table of Contents

	Cost of Goods Sold

	Shipping and Handling

	Selling, General and Administrative

	Advertising

	Accrued Product Warranties

	Income Taxes

	Financial Instruments

F-10

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Table of Contents

	Stock-Based Compensation

	Employee Benefit Plans

	Dividends

	Earnings per Share

F-11

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Table of Contents

		Years Ended March 31
		2005				2004				2003
		(Millions of shares)
Basic common shares outstanding			458.9				458.1				456.7
Dilutive effect of stock options			2.1				3.3				2.7
Diluted common shares outstanding			461.0				461.4				459.4

		2005				2004				2003
		(Continuing operations —
		US dollar)
Net income per share — basic		$	0.28			$	0.28			$	0.37
Net income per share — diluted		$	0.28			$	0.28			$	0.37

	Accumulated Other Comprehensive Income (Loss)

	Extinguishments of Debt

	Recent Accounting Pronouncements

	Employers’ Disclosures about Pensions and Other Postretirement Benefits

F-12

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Table of Contents

	Consolidation of Variable Interest Entities

	The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments

	Inventory Costs

	American Jobs Creation Act

F-13

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Table of Contents

	Exchanges of Non-monetary Assets

	Share-Based Payment

	Conditional Asset Retirement Obligations

3.	Cash and Cash Equivalents

			March 31
			2005				2004
			(Millions of
			US dollars)
Cash at bank and on hand			$	28.6			$	24.6
Short-term deposits				84.9				47.7
	Total cash and cash equivalents		$	113.5			$	72.3

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4.	Accounts and Notes Receivable

			March 31
			2005				2004
			(Millions of
			US dollars)
Trade receivables			$	121.6			$	109.9
Other receivables and advances				7.1				9.7
Allowance for doubtful accounts				(1.5	)			(1.2	)
	Total accounts and notes receivable		$	127.2			$	118.4

		March 31
		2005				2004
		(Millions of
		US dollars)
Balance at April 1		$	1.2			$	1.0
Charged to expense			0.4				0.9
Costs and deductions			(0.1	)			(0.8	)
Foreign currency movements			—				0.1
Balance at March 31		$	1.5			$	1.2

5.	Inventories

			March 31
			2005				2004
			(Millions of
			US dollars)
Finished goods			$	71.1			$	76.7
Work-in-process				8.5				6.4
Raw materials and supplies				22.4				22.3
Provision for obsolete finished goods and raw materials				(2.1	)			(2.2	)
	Total inventories		$	99.9			$	103.2

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6.	Property, Plant and Equipment

										Machinery
										and				Construction
		Land				Buildings				Equipment				in Progress				Total
		(Millions of US dollars)
Balance at April 1, 2003:
Cost		$	8.6			$	119.8			$	444.4			$	107.0			$	679.8
Accumulated depreciation			—				(20.9	)			(138.9	)			—				(159.8	)
Net book value			8.6				98.9				305.5				107.0				520.0
Changes in net book value:
Capital expenditures			3.5				25.1				89.5				(44.0	)			74.1
Retirements and sales			(0.8	)			(5.3	)			(0.6	)			—				(6.7	)
Depreciation			—				(4.7	)			(31.2	)			—				(35.9	)
Other movement			—				—				(0.7	)			—				(0.7	)
Foreign currency translation adjustments			—				—				16.3				—				16.3
Total changes			2.7				15.1				73.3				(44.0	)			47.1
Balance at March 31, 2004:
Cost			11.3				135.0				562.8				63.0				772.1
Accumulated depreciation			—				(21.0	)			(184.0	)			—				(205.0	)
Net book value		$	11.3			$	114.0			$	378.8			$	63.0			$	567.1

										Machinery
										and				Construction
		Land				Buildings				Equipment				in Progress				Total
		(Millions of US dollars)
Balance at 1 April 2004:
Cost		$	11.3			$	135.0			$	562.8			$	63.0			$	772.1
Accumulated depreciation			—				(21.0	)			(184.0	)			—				(205.0	)
Net book value			11.3				114.0				378.8				63.0				567.1
Changes in net book value:
Capital expenditures			0.2				3.2				32.5				117.1				153.0
Retirements and sales			—				—				—				(4.1	)			(4.1	)
Depreciation			—				(4.5	)			(31.8	)			—				(36.3	)
Other movement			—				—				3.4				—				3.4
Foreign currency translation adjustments			—				—				2.6				—				2.6
Total changes			0.2				(1.3	)			6.7				113.0				118.6
Balance at March 31, 2005:
Cost			11.5				131.1				606.6				176.6				925.8
Accumulated depreciation			—				(24.4	)			(215.7	)			—				(240.1	)
Net book value		$	11.5			$	106.7			$	390.9			$	176.6			$	685.7

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7.	Intangible Assets

		Goodwill				Other				Total
		(Millions of US dollars)
Balance at April 1, 2004:
Cost		$	2.3			$	2.1			$	4.4
Accumulated amortization			(0.2	)			(1.2	)			(1.4	)
Net book value			2.1				0.9				3.0
Changes in net book value:
Amortization			—				—				—
Foreign currency translation adjustments			0.1				—				0.1
Total changes			0.1				—				0.1
Balance at March 31, 2005:
Cost			2.4				2.1				4.5
Accumulated amortization			(0.2	)			(1.2	)			(1.4	)
Net book value		$	2.2			$	0.9			$	3.1

8.	Retirement Plans

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	•	to achieve a rate of return (net of tax and investment expenses) that exceeds inflation (CPI) increases by at least 3% per annum over a moving five year period;
	•	to achieve a rate of return (net of tax and investment expenses) above the median result for the Mercer Pooled Fund Survey over a rolling three year period; and
	•	over shorter periods, outperform the notional return of the benchmark mix of investments.

Equity securities			40-75%
Debt securities			15-60%
Real Estate			0-20%

		Years Ended
		March 31
		2005				2004
Equity securities			62.5	%			61.5	%
Debt securities			30.3	%			30.1	%
Real Estate			7.2	%			8.4	%
Total			100.0	%			100.0	%

		Years Ended March 31
		2005				2004				2003
		(Millions of US dollars)
Service cost		$	2.5			$	2.9			$	2.7
Interest cost			2.5				2.9				2.9
Expected return on plan assets			(3.2	)			(3.6	)			(3.2	)
Amortization of unrecognized transition asset			—				(0.9	)			(0.8	)
Amortization of prior service costs			0.1				0.1				—
Recognized net actuarial loss			0.4				0.4				0.7
Net periodic pension cost			2.3				1.8				2.3
Settlement loss			5.3				—				—
Net pension cost		$	7.6			$	1.8			$	2.3

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		March 31
		2005				2004				2003
Net Periodic Benefit Cost Assumptions:
Discount rate			6.5%				6.8%				7.0%
Rate of increase in compensation			4.0%				3.5%				3.5%
Expected return on plan assets			6.5%				6.8%				7.0%
Projected Benefit Obligation Assumptions:
Discount rate			6.5%				6.5%				6.8%
Rate of increase in compensation			4.0%				4.0%				3.5%

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		Years Ended
		March 31
		2005				2004
		(Millions of
		US dollars)
Changes in benefit obligation:
Benefit obligation at April 1		$	40.7			$	38.5
Service cost			2.5				2.9
Interest cost			2.5				2.9
Plan participants’ contributions			0.9				0.3
Actuarial loss (gain)			2.0				(1.5	)
Benefits paid			(11.4	)			(11.8	)
Foreign currency translation			0.4				9.4
Benefit obligation at March 31		$	37.6			$	40.7
Changes in plan assets:
Fair value of plan assets at April 1		$	41.2			$	37.7
Actual return on plan assets			4.7				3.0
Employer contributions			1.8				2.8
Participant contributions			0.9				0.3
Benefits paid			(11.4	)			(11.8	)
Foreign currency translation			0.5				9.2
Fair value of plan assets at March 31		$	37.7			$	41.2
Funded status		$	0.1			$	0.5
Unamortized prior service cost			—				0.1
Unrecognized actuarial loss			8.3				13.5
Net asset		$	8.4			$	14.1

		Years Ended
		March 31
		2005				2004
		(Millions of
		US dollars)
Projected benefit obligation		$	37.6			$	40.7
Accumulated benefit obligation			37.6				40.6
Fair market value of plan assets			37.7				41.2

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			(Millions of
			US dollars)
Years Ending March 31:
2006			$	2.5
2007				2.6
2008				2.3
2009				2.3
2010				2.4
2011 - 2015				12.0
	Estimated future benefit payments		$	24.1

9.	Accounts Payable and Accrued Liabilities

		March 31
		2005				2004
		(Millions of
		US dollars)
Trade creditors		$	65.3			$	54.7
Other creditors and accruals			28.7				23.8
Total accounts payable and accrued liabilities		$	94.0			$	78.5

10.	Short and Long-Term Debt

		March 31
		2005				2004
		(Millions of
		US dollars)
US$ noncollateralized notes — current portion		$	25.7			$	17.6
US$ noncollateralized notes — long-term portion			121.7				147.4
Total debt at 7.12% average rate		$	147.4			$	165.0

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		(Millions of
		US dollars)
Years Ending March 31:
2006		$	25.7
2007			27.1
2008			8.1
2009			46.2
2010			—
Thereafter			40.3
Total		$	147.4

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11.	Non-Current Other Liabilities

			March 31
			2005				2004
			(Millions of
			US dollars)
Non-current other liabilities:
	Employee entitlements		$	5.3			$	13.5
	Product liability			4.7				5.6
	Other			51.7				63.2
	Total non-current other liabilities		$	61.7			$	82.3

12.	Product Warranties

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		March 31
		2005				2004
		(Millions of
		US dollars)
Balance at beginning of period		$	12.0			$	14.8
Accruals for product warranties			4.3				2.2
Settlements made in cash or in kind			(3.4	)			(5.7	)
Foreign currency translation adjustments			—				0.7
Balance at end of period		$	12.9			$	12.0

13.	Commitments and Contingencies

	Claims Against Former Subsidiaries

	Amaca Pty Ltd, Amaba Pty Ltd and ABN 60

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	Special Commission of Inquiry

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	Heads of Agreement

	•	the establishment of the SPF to compensate asbestos claimants;
	•	initial funding of the SPF by the Company on the basis of a November 2004 KPMG report (which provided a net present value central estimate of A$1.536 billion ($1.03 billion) for all present and future claims at June 30, 2004). The undiscounted value of the central estimate of the asbestos liabilities of Amaca and Amaba as determined by KPMG was approximately A$3.586 billion ($2.471 billion). 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 actuarial assessment is to be updated annually;

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	•	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, to be revised annually;
	•	a cap on the annual payments made by the Company to the SPF, initially set at 35% of 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.

	Updated Actuarial Study; Claims Estimate

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	Claims Data

		March 31
		2005				2004
Australia			712				687
New Zealand			—				—
Unknown-Court Not Identified(1)			36				51
USA			1				5

(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, the Company believes the database is updated to reflect where such claims originate. Accordingly, the Company understands the number of unknown claims pending fluctuates due to the resolution of claims as well as the reclassification of such claims.

		Years Ended March 31
		2005				2004				2003
Number of claims filed			489				379				402
Number of claims dismissed			62				119				29
Number of claims settled or otherwise resolved			402				316				231
Average settlement amount per claim		A	$157,594			A$	167,450			A$	204,194

		Years Ended March 31
		2005				2004				2003
Number of claims filed			—				—				—
Number of claims dismissed			—				—				2
Number of claims settled or otherwise resolved			—				—				1
Average settlement amount per claim			—				—			A	$2,000

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		Years Ended March 31
		2005				2004				2003
Number of claims filed			7				1				7
Number of claims dismissed			20				15				—
Number of claims settled or otherwise resolved			2				—				3
Average settlement amount per claim		A	$47,000				—			A	$37,090

		Years Ended March 31
		2005				2004				2003
Number of claims filed			—				—				—
Number of claims dismissed			3				1				—
Number of claims settled or otherwise resolved			1				—				—
Average settlement amount per claim		A	$228,293				—				—

		As of March 31
		2005				2004				2003				2002				2001
Number of open claims at beginning of year			743				814				671				569				507
Number of new claims			496				380				409				375				284
Number of closed claims			490				451				266				273				222
Number of open claims at year-end			749				743				814				671				569
Average settlement amount per settled claim		A$	157,223			A$	167,450			A$	201,200			A$	197,941			A$	179,629
Average settlement amount per case closed		A$	129,949			A$	117,327			A$	177,752			A$	125,435			A$	128,653

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	SCI and Other Related Expenses

		Year Ended
		March 31
		2005
		(Millions of
		US dollars)
SCI		$	6.8
Internal investigation			4.9
ASIC investigation			1.2
Severance and consulting			6.0
Resolution advisory fees			6.4
Funding advice and other			2.8
Total SCI and other related expenses		$	28.1

	Australian Securities and Investments Commission Investigation

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	Severance Agreements

	Interim Funding and ABN 60 Indemnity

F-33

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	Financial Position of the Foundation

	Environmental and Legal

	Gypsum Business

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	Operating Leases

		(Millions of
		US dollars)
Years Ending March 31:
2006		$	11.7
2007			10.8
2008			10.6
2009			9.7
2010			9.7
Thereafter			81.3
Total		$	133.8

	Capital Commitments

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14.	Income Taxes

		Years Ended March 31
		2005				2004				2003
		(Millions of US dollars)
Income from continuing operations before income taxes:
Domestic(1)		$	90.5			$	103.5			$	38.6
Foreign			99.3				62.2				71.0
Income from continuing operations before income taxes:		$	189.8			$	165.7			$	109.6
Income tax (expense) benefit:
Current:
Domestic(1)		$	(14.1	)		$	(6.7	)		$	(7.0	)
Foreign			(37.1	)			(20.4	)			1.3
Current income tax expense			(51.2	)			(27.1	)			(5.7	)
Deferred:
Domestic(1)			5.0				(3.9	)			0.1
Foreign			(15.7	)			(9.4	)			(20.5	)
Deferred income tax expense			(10.7	)			(13.3	)			(20.4	)
Total income tax expense for continuing operations		$	(61.9	)		$	(40.4	)		$	(26.1	)

(1)	Since JHI NV is the Dutch parent holding company, domestic represents The Netherlands.

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		Years Ended March 31
		2005				2004				2003
		(Millions of US dollars)
Income tax expense computed at statutory tax rates		$	(65.3	)		$	(60.7	)		$	(37.2	)
U.S. state income taxes, net of the federal benefit			(5.3	)			(0.2	)			(1.2	)
Benefit from Dutch financial risk reserve regime			18.1				24.8				11.9
Expenses not deductible			(2.3	)			(2.5	)			(4.7	)
Non-assessable items			—				1.3				—
Losses not available for carryforward			(2.4	)			—				(1.4	)
Taxes related to 2001 Reorganization			—				—				3.5
Net operating losses brought back to account			—				—				13.0
Increase in reserves			(3.7	)			—				(10.0	)
Result of tax audits			—				(3.9	)			—
Other items			(1.0	)			0.8				—
Total income tax expense		$	(61.9	)		$	(40.4	)		$	(26.1	)
Effective tax rate			32.6	%			24.4	%			23.8	%

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		March 31
		2005				2004
		(Millions of
		US dollars)
Deferred tax assets:
Provisions and accruals		$	29.0			$	18.3
Net operating loss carryforwards			12.8				14.6
Capital loss carryforwards			33.7				33.2
Prepaid interest			—				16.6
Taxes on intellectual property transfer			7.5				8.7
Other			—				0.3
Total deferred tax assets			83.0				91.7
Valuation allowance			(38.1	)			(37.7	)
Total deferred tax assets net of valuation allowance			44.9				54.0
Deferred tax liabilities:
Property, plant and equipment			(86.9	)			(76.3	)
Prepaid pension cost			(2.5	)			(4.2	)
Foreign currency movements			2.8				(1.1	)
Prepayments			2.5				—
Other			—				(0.9	)
Total deferred tax liabilities			(84.1	)			(82.5	)
Total deferred taxes, net		$	(39.2	)		$	(28.5	)

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15.	Discontinued Operations

	Building Systems

	Gypsum

F-39

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	Building Services

	ABN 60

F-40

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			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
Building Systems
	Net sales		$	—			$	2.9			$	20.1
	Income before income tax expense			—				0.3				2.8
	Income tax expense			—				(0.1	)			(0.9	)
	Net income			—				0.2				1.9
Building Services
	Net sales			—				—				—
	Loss before income tax benefit			(0.5	)			—				—
	Income tax benefit			0.2				—				—
	Net loss			(0.3	)			—				—
Gypsum
	Net sales			—				—				18.7
	Income before income tax expense			—				—				1.8
	Income tax expense			—				—				(0.7	)
	Net income			—				—				1.1
Total
	Net sales			—				2.9				38.8
	(Loss) income before income tax benefit (expense)			(0.5	)			0.3				4.6
	Income tax benefit (expense)			0.2				(0.1	)			(1.6	)
	Net (loss) income			(0.3	)			0.2				3.0
	(Loss) gain on disposal, net of income taxes			(0.7	)			4.1				84.0
	(Loss) income from discontinued operations		$	(1.0	)		$	4.3			$	87.0

16.	Stock-Based Compensation

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		Years Ended March 31
		2005				2004				2003
Dividend yield			1.1	%			1.0	%			2.9	%
Expected volatility			29.1	%			26.0	%			27.0	%
Risk free interest rate			3.2	%			2.7	%			2.9	%
Expected life in years			3.3				3.3				4.6
Weighted average fair value at grant date		A$	1.35			A$	1.42			A$	1.12

	Peter Donald Macdonald Share Option Plans

	Peter Donald Macdonald Share Option Plan

	Peter Donald Macdonald Share Option Plan 2001

F-42

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	Peter Donald Macdonald Share Option Plan 2002

	Executive Share Purchase Plan

	2001 Equity Incentive Plan

October

2001

Number of

Original

Options

Original Shadow Share Grant Date

Exercise Price

Granted

Option Expiration Date

November 1999

A$

3.82

1,968,544

November 2009

November 2000

A$

3.78

3,500,285

November 2010

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Number of

Original

Options

Share Grant Date

Exercise Price

Granted

Option Expiration Date

December 2001

A$

5.65

4,248,417

December 2011

December 2002

A$

6.66

4,037,000

December 2012

December 2003

A$

7.05

6,179,583

December 2013

December 2004

A$

5.99

5,391,100

December 2014

February 2005

A$

6.30

273,000

February 2015

		Years Ended March 31
Shares Available for Grant		2005				2004				2003
Shares available at April 1			27,293,210				32,884,940				35,435,281
Awards granted			(5,664,100	)			(6,179,583	)			(4,037,000	)
Options forfeited			2,711,148				587,853				1,486,659
Shares available at March 31			24,340,258				27,293,210				32,884,940

		2005								2004								2003
						Weighted								Weighted								Weighted
						Average								Average								Average
		Number of				Exercise				Number of				Exercise				Number of				Exercise
		Shares				Price				Shares				Price				Shares				Price
		(In Australian dollars)
Outstanding at April 1			17,978,707			A$	5.72				13,410,024			A$	5.20				10,969,562			A$	4.54
Granted			5,664,100				6.00				6,179,583				7.05				5,987,000				6.42
Exercised			(803,049	)			4.13				(1,023,047	)			4.38				(2,059,879	)			3.57
Forfeited			(2,711,148	)			6.56				(587,853	)			5.79				(1,486,659	)			4.95
Outstanding at March 31			20,128,610			A$	5.75				17,978,707			A$	5.72				13,410,024			A$	5.20
Options exercisable at March 31			7,155,625			A$	5.08				3,858,736			A$	4.54				1,948,346			A$	4.17

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		Options Outstanding												Options Exercisable
						Weighted
		Number				Average				Weighted				Number				Weighted
		Outstanding at				Remaining				Average				Exercisable at				Average
		March 31,				Contractual Life				Exercise				March 31,				Exercise
Range of Exercise Prices		2005				(in years)				Price				2005				Price
		(In Australian dollars)
A$3.09			1,114,562				5.6			A$	3.09				718,489			A$	3.09
3.13			369,598				4.6				3.13				369,598				3.13
3.18			1,200,000				4.6				3.18				1,200,000				3.18
4.76			624,000				6.3				4.76				—				—
5.06			2,153,525				6.7				5.06				2,153,525				5.06
5.71			1,950,000				7.3				5.71				—				—
5.99			5,193,100				9.7				5.99				25,000				5.99
6.30			273,000				9.9				6.30				—				—
6.45			2,696,575				7.7				6.45				1,435,975				6.45
7.05			4,554,250				8.7				7.05				1,253,038				7.05
A$3.09 to A$7.05			20,128,610				7.9			A$	5.75				7,155,625			A$	5.08

	Shadow Stock and Stock Appreciation Rights Plans

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17.	Financial Instruments

	Foreign Currency

	Credit Risk

	Interest Rates

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	Fair Values

				March 31
				2005								2004
				Carrying Value				Fair Value				Carrying Value				Fair Value
				(Millions of US dollars)
Long-term debt:
	Floating			$	—			$	—			$	—			$	—
	Fixed				147.4				173.6				165.0				186.8
		Total		$	147.4			$	173.6			$	165.0			$	186.8

18.	Operating Segment Information and Concentrations of Risk

	Operating Segments

			Net Sales to Customers(1)
			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
USA Fiber Cement			$	939.2			$	738.6			$	599.7
Asia Pacific Fiber Cement				236.1				219.8				174.3
Other Fiber Cement				35.1				23.5				9.6
	Worldwide total from continuing operations		$	1,210.4			$	981.9			$	783.6

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			Income from
			Continuing Operations
			Before Income Taxes
			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
USA Fiber Cement(2)			$	241.5			$	195.6			$	155.1
Asia Pacific Fiber Cement(2)				46.8				37.6				27.3
Research and Development(2)				(17.5	)			(17.6	)			(13.0	)
Other Fiber Cement				(11.8	)			(15.9	)			(10.7	)
	Segments total			259.0				199.7				158.7
General Corporate(3),(4)				(62.8	)			(27.5	)			(29.9	)
Total operating income				196.2				172.2				128.8
Net interest expense(5)				(5.1	)			(10.0	)			(19.9	)
Other (expense) income, net				(1.3	)			3.5				0.7
	Worldwide total from continuing operations		$	189.8			$	165.7			$	109.6

			Total Identifiable
			Assets March 31
			2005				2004
			(Millions of
			US dollars)
USA Fiber Cement			$	670.1			$	554.9
Asia Pacific Fiber Cement				181.4				175.9
Other Fiber Cement				81.6				74.7
	Segments total			933.1				805.5
General Corporate(6)				155.8				165.7
	Worldwide total		$	1,088.9			$	971.2

			Additions to Property,
			Plant and Equipment(7)
			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
USA Fiber Cement			$	144.8			$	56.2			$	81.0
Asia Pacific Fiber Cement				4.1				8.4				6.6
Other Fiber Cement				4.1				9.5				2.5
	Segments total			153.0				74.1				90.1
General Corporate				—				—				0.1
	Worldwide total		$	153.0			$	74.1			$	90.2

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			Depreciation and
			Amortization
			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
USA Fiber Cement			$	23.1			$	25.1			$	18.2
Asia Pacific Fiber Cement				10.1				9.7				8.7
Other Fiber Cement				3.1				1.5				0.3
	Segments total			36.3				36.3				27.2
General Corporate				—				0.1				0.2
Discontinued operations				—				—				1.3
	Worldwide total		$	36.3			$	36.4			$	28.7

	Geographic Areas

			Net Sales to Customers(1)
			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
USA			$	955.7			$	748.9			$	605.0
Australia				160.5				154.9				124.7
New Zealand				49.6				40.6				31.6
Other Countries				44.6				37.5				22.3
	Worldwide total from continuing operations		$	1,210.4			$	981.9			$	783.6

			Total Identifiable
			Assets March 31
			2005				2004
			(Millions of
			US dollars)
USA			$	729.2			$	609.8
Australia				118.8				119.1
New Zealand				21.4				19.7
Other Countries				63.7				56.9
	Segments total			933.1				805.5
General Corporate(6)				155.8				165.7
	Worldwide total		$	1,088.9			$	971.2

(1)	Export sales and inter-segmental sales are not significant.
(2)	Research and development costs of $7.6 million, $6.3 million and $5.3 million in fiscal years 2005, 2004 and 2003, respectively, were expensed in the USA Fiber Cement operating segment. Research and development costs of $1.9 million, $2.2 million and $2.4 million in fiscal years 2005, 2004 and 2003, respectively, were expensed in the Asia Pacific Fiber Cement segment. Research and development costs of $12.0 million, $14.1 million and $10.4 million in fiscal years 2005, 2004 and 2003, respectively, were expensed in the Research and Development segment. The Research and Development segment also included selling, general and administrative expenses of $5.5 million, $3.5 million and $2.7 million in fiscal years 2005, 2004 and 2003 respectively.

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	Research and development expenditures are expensed as incurred and in total amounted to $21.6 million, $22.6 million and $18.1 million for the years ended March 31, 2005, 2004 and 2003, respectively.

(3)	The principal components of General Corporate are officer and employee compensation and related benefits, professional and legal fees, administrative costs and rental expense, net of rental income, on the Company’s corporate offices.

Net periodic pension cost related to the Australian Defined Benefit Plan for the Asia Pacific Fiber Cement segment totaling $2.3 million, $1.8 million and $2.3 million in fiscal years 2005, 2004 and 2003, respectively, has been included in the General Corporate segment. Also a settlement loss of $5.3 million on the Defined Benefit Plan in fiscal year 2005 has been included in the General Corporate segment.

(4)	Includes costs of $28.1 million for SCI and other related expenses. See Note 13.
(5)	The Company does not report net interest expense for each reportable segment as reportable segments are not held directly accountable for interest expense.
(6)	The Company does not report deferred tax assets and liabilities for each reportable segment as reportable segments are not held directly accountable for deferred taxes. All deferred taxes are included in General Corporate.
(7)	Additions to property, plant and equipment are calculated on an accrual basis, and therefore differ from property, plant and equipment in the consolidated statements of cash flows.

	Concentrations of Risk

			Years Ended March 31
			2005				2004				2003
			(Millions of US dollars)
Customer A			$	131.8			$	111.3			$	125.1
Customer B				295.4				252.2				211.4
Customer C				131.7				112.9				84.3
	Total		$	558.9			$	476.4			$	420.8

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19.	Other Comprehensive Loss

			March 31
			2005				2004
			(Millions of
			US dollars)
Unrealized transition loss on derivative instruments classified as cash flow hedges			$	(4.9	)		$	(4.9	)
Accumulated amortization of unrealized transition loss on derivative instruments				4.4				3.3
Foreign currency translation adjustments				(23.6	)			(22.7	)
	Total accumulated other comprehensive loss		$	(24.1	)		$	(24.3	)

20.	Shareholders’ Equity

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21.	Related Party Transactions

	JHI NV Directors’ Securities Transactions

Director		Shares Allotted
M. Hellicar			2,117
J. Barr			1,068
M.R. Brown			1,068
P.S. Cameron			2,117
G.J. Clark			1,068
M.J. Gillfillan			1,068
J.R.H. Loudon			2,117
D.G. McGauchie			1,068
Total			11,691

	Existing Loans to the Company’s Directors and Directors of James Hardie Subsidiaries

	Payments Made to Directors and Director Related Entities of the Company’s Subsidiaries

F-52

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F-53

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Table of Contents

	Remuneration of Directors

	Remuneration of Executives

		March 31
Range starting at:		2005				2004
		(US dollars)
$320,000			1				—
$340,000			—				—
$370,000			—				2
$430,000			1				1
$440,000			1				—
$460,000			—				1
$480,000			—				—
$530,000			1				2
$620,000			2				—
$630,000			—				1
$660,000			2				1
$710,000			—				—
$770,000			—				—
$850,000			—				1
$930,000			1				1
$1,070,000			—				1
$1,120,000			1				—
$1,140,000			1				—
$1,390,000			—				2
$1,500,000			1				—
$2,030,000			1				—
$3,189,000			—				1
$7,153,000			1				—
			14				14

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	Remuneration of Independent Registered Public Accounting Firm

	Audit Fees

	Audit Related Fees

	Tax Fees

	All Other Fees

F-55

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		Year Ended March 31, 2005																Year Ended March 31, 2004
		By Quarter																By Quarter
		First				Second				Third				Fourth				First				Second				Third				Fourth
		(Millions of US dollars)
Net sales		$	306.1			$	300.9			$	287.0			$	316.4			$	241.5			$	251.6			$	237.5			$	251.3
Cost of goods sold			(194.8	)			(203.8	)			(190.3	)			(195.1	)			(152.2	)			(159.2	)			(150.0	)			(161.6	)
Gross profit			111.3				97.1				96.7				121.3				89.3				92.4				87.5				89.7
Operating income			58.3				40.0				33.3				64.6				48.3				47.9				41.2				34.8
Interest expense			(2.8	)			(1.9	)			(1.3	)			(1.3	)			(2.5	)			(2.8	)			(3.0	)			(2.9	)
Interest income			0.3				0.6				0.6				0.7				0.2				0.4				0.2				0.4
Other (expense) income, net			—				(1.9	)			0.4				0.2				—				(3.3	)			(0.1	)			6.9
Income from continuing operations before income taxes			55.8				36.8				33.0				64.2				46.0				42.2				38.3				39.2
Income tax expense			(18.7	)			(12.1	)			(13.2	)			(17.9	)			(13.1	)			(9.4	)			(10.0	)			(7.9	)
Income from continuing operations			37.1				24.7				19.8				46.3				32.9				32.8				28.3				31.3
Discontinued operations:
(Loss) income from discontinued operations net of income tax			—				—				(0.3	)			—				0.2				—				—				—
(Loss) gain on disposal of discontinued operations net of income tax			(0.8	)			0.1				—				—				1.6				—				1.8				0.7
(Loss) income from discontinued operations			(0.8	)			0.1				(0.3	)			—				1.8				—				1.8				0.7
Net income		$	36.3			$	24.8			$	19.5			$	46.3			$	34.7			$	32.8			$	30.1			$	32.0

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Exhibit
Number				Description of Exhibits
	1	.1		Articles of Association, as amended on November 5, 2003 of James Hardie Industries N.V. (English Translation)(4)
	2	.1		Letter Agreement of September 6, 2001 by and between James Hardie Industries N.V. and CHESS Depositary Nominees Pty Limited, as the depositary for CHESS Units of Foreign Securities(1)
	2	.2		Deposit Agreement dated as of September 24, 2001 between The Bank of New York, as depositary, and James Hardie Industries N.V.(1)
	2	.3		Note Purchase Agreement, dated as of November 5, 1998, among James Hardie Finance B.V., James Hardie N.V. and certain purchasers thereto re: $225,000,000 Guaranteed Senior Notes(1)
	2	.4		Assignment and Assumption Agreement and First Amendment to Note Purchase Agreement, dated as of January 24, 2000, by and among James Hardie Finance B.V., James Hardie U.S. Funding, Inc., James Hardie N.V., James Hardie Aust Investco Pty Limited and certain noteholders thereto(1)
	2	.5		Second Amendment to the Note Purchase Agreement dated as of October 22, 2001, by and among, James Hardie U.S. Funding, Inc., James Hardie N.V., James Hardie Aust Investco Pty Limited, James Hardie Australia Finance Pty Limited, James Hardie International Finance B. V. and certain noteholders thereto(1)
	2	.6		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Australia and New Zealand Banking Group Limited(2)
	2	.7		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Bank One, NA(2)
	2	.8		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and BNP Paribas(2)
	2	.9		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Australia and Westdeutsche Landesbank Girozentrale, Sydney Branch(2)
	2	.10		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Australia and New Zealand Banking Group Limited(2)
	2	.11		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Bank One, NA(2)
	2	.12		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and BBL Australia Limited(2)
	2	.13		Novation Agreement, dated August 27, 2001, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and BNP Paribas(2)
	2	.14		Novation Agreement, dated August 27, 2001, relating to Amended and Restated 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Wells Fargo HSBC Trade Bank, National Association(2)
	2	.15		Novation Agreement, dated August 27, 2001, relating to Amended and Restated 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc. and Westdeutsche Landesbank Girozentrale, Sydney Branch(2)

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Exhibit
Number				Description of Exhibits
	2	.16		Form of Novation Agreement, dated December 16, 2002, relating to Amended and Restated Revolving Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc., James Hardie Industries N.V., and each of the following banks: Australia and New Zealand Banking Group Limited; Bank One, NA; BNP Paribas; and WestLB AG, Sydney Branch(3)
	2	.17		Form of Novation Agreement, dated December 16, 2002, relating to Amended and Restated Standby Loan Agreement among James Hardie International Finance B.V., James Hardie N.V., James Hardie U.S. Funding Inc., James Hardie Industries N.V. and each of the following banks: Australia and New Zealand Banking Group Limited; Bank One, NA; ING Bank N.V., Sydney Branch; BNP Paribas; Wells Fargo HSBC Trade Bank, National Association; and WestLB AG, Sydney Branch(3)
	2	.18		Amendment Agreement to Amended and Restated Standby Loan Agreement, effective April 30, 2004, among James Hardie International Finance B.V., James Hardie Industries N.V. and Wells Fargo HSBC Trade Bank, National Association(4)
	2	.19		Form of Extension Letter, relating to 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie Industries N.V. and each of the following banks: Australia and New Zealand Banking Group Limited; Bank One, NA; ING Bank NV, Sydney Branch; BNP Paribas; and WestLB AG, Sydney Branch(4)
	2	.20		Extension Letter relating to 364 Day Standby Loan Agreement among James Hardie International Finance B.V., James Hardie Industries N.V. and Wells Fargo HSBC Trade Bank N.A.(4)
	2	.21		Assignment and Assumption Agreement and Third Amendment to Note Purchase Agreement, dated as of November 18, 2002, among James Hardie U.S. Funding Inc, James Hardie International Finance B.V., James Hardie Industries N.V., James Hardie N.V. and certain noteholders thereto(3)
	2	.22		Common Terms Deed Poll dated June 15, 2005 between James Hardie International Finance B.V. and James Hardie Industries N.V.
	2	.23		Form of Term Facility Agreement between James Hardie International Finance B.V. and Financier
	2	.24		Form of 364-day Facility Agreement between James Hardie International Finance B.V. and Financier
	2	.25		Form of Guarantee Deed between James Hardie Industries N.V. and Financier
	4	.1		James Hardie Industries N.V. 2001 Equity Incentive Plan
	4	.2		James Hardie Industries N.V. Peter Donald Macdonald Share Option Plan 2002(1)
	4	.3		Economic Profit and Individual Performance Incentive Plans
	4	.4		JHI NV Stock Appreciation Rights Incentive Plan
	4	.5		Supervisory Board Share Plan, dated July 19, 2002(1)
	4	.6		Letter of Resignation, dated October 21, 2004, between James Hardie Industries N.V. and Peter Donald Macdonald(4)
	4	.7		Consulting agreement, dated November 15, 2004, between James Hardie Industries N.V. and Peter Shafron(4)
	4	.8		Employment Agreement effective as of February 10, 2005, among James Hardie Building Products, Inc., James Hardie Industries N.V. and Louis Gries
	4	.9		Summary of Employment Terms between James Hardie Industries N.V. and Russell Chenu
	4	.10		International Assignment Agreement dated May 10, 2005, between James Hardie Industries N.V. and Benjamin Butterfield
	4	.11		Employment Agreement, effective September 1, 2004, between James Hardie Buildings Products, Inc. and David Merkley

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Exhibit
Number				Description of Exhibits
	4	.12		Employment Agreement, effective September 1, 2004, between James Hardie Building Products and Donald Merkley
	4	.13		Amended Secondment dated October 8, 2004 between James Hardie Building Products Inc. and James Chilcoff(4)
	4	.14		Final Settlement Agreement between James Hardie International Finance B.V. and Folkert Zwinkels dated March 24, 2005
	4	.15		Form of Joint and Several Indemnity Agreement among James Hardie N.V., James Hardie (USA) Inc. and certain indemnitees thereto(1)
	4	.16		Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Inc. and certain indemnitees thereto(1)
	4	.17		Form of Deed of Access to Documents, Indemnity and Insurance among James Hardie Industries N.V. and certain indemnitees thereto(1)
	4	.18		Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Building Products Inc. and certain indemnities thereto
	4	.19		Lease Amendment, dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at the corner of Cobalt & Silica Street, Carole Park, Queensland, Australia(4)
	4	.20		Variation of Lease dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at the corner of Colquhoun & Devon Streets, Rosehill, New South Wales, Australia(4)
	4	.21		Extension of Lease dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at Rutland, Avenue, Welshpool, Western Australia, Australia(4)
	4	.22		Lease Amendment dated March 23, 2004, among Amaca Pty Limited (f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie Industries N.V. re premises at 46 Randle Road, Meeandah, Queensland, Australia (4)
	4	.23		Lease Agreement dated March 23, 2004 among Studorp Limited, James Hardie New Zealand Limited and James Hardie Industries N.V. re premises at the corner of O’Rorke and Station Roads, Penrose, Auckland, New Zealand(4)
	4	.24		Lease Agreement dated March 23, 2004 among Studorp Limited, James Hardie New Zealand Limited and James Hardie Industries N.V. re premises at 44-74 O’Rorke Road, Penrose, Auckland, New Zealand(4)
	4	.25		Industrial Building Lease Agreement, effective October 6, 2000, between James Hardie Building Products, Inc. and Fortra Fiber-Cement L.L.C., re premises at Waxahachie, Ellis County, Texas(1)
	4	.26		Asset Purchase Agreement by and between James Hardie Building Products, Inc. and Cemplank, Inc. dated as of December 12, 2001(1)
	4	.27		Amended and Restated Stock Purchase Agreement dated March 12, 2002, between BPB U.S. Holdings, Inc. and James Hardie Inc.(1)
	8	.1		List of significant subsidiaries of James Hardie Industries N.V.
	12	.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12	.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13	.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	15	.1		Consent of independent registered public accounting firm
	15	.2		Consent of KPMG Actuaries Pty Ltd

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Exhibit
Number				Description of Exhibits
	99	.1		Excerpts of the ASX Settlement and Transfer Corporation Pty Ltd as of May 2005
	99	.2		Excerpts of the Financial Services Reform Act 2001, as of March 11, 2002
	99	.3		ASIC Class Order 02/311, dated November 3, 2002
	99	.4		ASIC Modification, dated March 7, 2002(1)

(1)	This document was previously filed on paper as an exhibit to a prior Form 20-F. It is being re-filed herewith electronically.
(2)	Previously filed as an exhibit to our Registration Statement on Form 20-F dated September 7, 2001 and incorporate herein by reference.
(3)	Previously filed as an exhibit to our Annual Report on Form 20-F dated July 2, 2003 and incorporated herein by reference.
(4)	Previously filed as an exhibit to our Annual Report on Form 20-F dated November 22, 2004 and incorporated herein by reference.