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As filed with the Securities and Exchange Commission on September 11, 2008
 Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
 JAMES HARDIE INDUSTRIES N.V.
  The Netherlands
    
    Not Applicable(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer
Identification Number)
 Atrium, 8th Floor
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands
 
 )
 James Hardie Industries NV Managing Board Transitional
Stock Option Plan 2005
James Hardie Industries NV Supervisory Board Share Plan 2006
James Hardie Industries NV Long Term Incentive Plan 2006
 
 Russell Chenu
Chief Financial Officer
JAMES HARDIE INDUSTRIES N.V.
Atrium, 8th Floor
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands
 
  31 20 301 2980
 
  Copy to:
Barbara J. Oikle, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
  x o  o o
 CALCULATION OF REGISTRATION FEEAmount to be
    
    
    Proposed maximumTitle of shares
    
    
    registered
    
    
    offering price per
    
    
    Proposed maximum aggregateto be registered
    
    
    (1)(2)
    
    
    share/obligation
    
    
    offering price
    
    
    Amount of registration feeCommon Stock, par
value EUR 0.59 per
share
    
    
    3,235,295 shares
    
    
    $
    4.09
    (3)
    
    
    $
    13,232,356.55
    (3)
    
    
    $
    520.03Common Stock, par
value EUR 0.59 per
share, to be issued
pursuant to
previously granted
options if
exercised in the
future
    
    
    1,320,000 shares
    
    
    $
    7.08
    (4)
    
    
    $
    9,345,600
    (4)
    
    
    $
    367.28Common Stock, par
value EUR 0.59 per
share, to be issued
pursuant to
previously granted
options if
exercised in the
future
    
    
    2,147,000 shares
    
    
    $
    6.75
    (5)
    
    
    $
    14,492,250
    (5)
    
    
    $
    569.55




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TABLE OF CONTENTS  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSPART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 3. Incorporation of Documents by Reference.Item 4. Description of Securities.Item 5. Interests of Named Experts and Counsel.Item 6. Indemnification of Directors and Officers.Item 7. Exemption from Registration Claimed.Item 8. ExhibitsItem 9. UndertakingsSIGNATURESEXHIBIT INDEXExhibit 4.4Exhibit 5.1Exhibit 23.1    Table of Contents  
 PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    our Annual Report on Form 20-F for the fiscal year ended March 31, 2008, filed
with the Commission on July 8, 2008;(b)
    
    our Reports on Form 6-K furnished to the Commission on September 8, 2008 (not
including Exhibits 99.1 and 99.2, which information is not incorporated by reference
herein), August 26, 2008 (not including Exhibit 99.2, which information is not
incorporated by reference herein), August 22, 2008 (not including Exhibits 99.1, 99.2,
99.5, 99.6, 99.7, 99.8, which information is not incorporated by reference herein),
August 13, 2008 (not including Exhibit 99.2, which information is not incorporated by
reference herein), August 6, 2008, July 25, 2008 (not including Exhibit 99.2, which
information is not incorporated by reference herein), July 3, 2008, June 23, 2008
(containing Exhibit 99.1 entitled JHX receives Notice of Proposed Adjustment), June
18, 2008, June 6, 2008 (not including Exhibit 99.1, which information is not
incorporated by reference herein), May 23, 2008 (not including Exhibit 99.2, which
information is not incorporated by reference herein), and May 9, 2008, and Exhibits
99.1 entitled Change of Auditor and 99.2 entitled Cancellation of Shares furnished
to the Commission on Forms 6-K on April 2, 2008;(c)
    
    all other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since the fiscal year ended March 31, 2008; and(d)
    
    The description of our common stock contained in our Registration Statement on
Form 20-F/A (File No. 001-15240), together with any amendment or report filed for the
purposes of updating that description.
  
 Item 4. Description of Securities.




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Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.
   Indemnity
Deed JHBP Indemnity Agreement
 JHINV




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Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits
  
 Item 9. Undertakings




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bona
fide
  bona fide




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SIGNATURES
 th
 JAMES HARDIE INDUSTRIES N.V.By:
    /s/ Russell ChenuRussell ChenuChief Financial Officer Each person whose signature appears below hereby appoints each of Russell Chenu and Robert Cox
his true and lawful attorney-in-fact with each of Messrs. Chenu and Cox having the authority,
acting singly, to execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents therewith, any and all
amendments (including without limitation post-effective amendments) to this registration statement
necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the registration statement as the
aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of
the Act, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
 Signature
    
    Title
    
    Date/s/ Louis Gries

Louis Gries
    
    Chief Executive Officer, Member of the Joint
Board and Chairman of the Managing Board
(Principal Executive Officer)
    
    September 10, 2008/s/ Russell Chenu

Russell Chenu
    
    Chief Financial Officer and Member of the
Managing Board
(Principal Financial Officer)
    
    September 10, 2008/s/ Robert Cox

Robert Cox
    
    Member of the Managing Board
    
    September 10, 2008/s/ Jason Miele

Jason Miele
    
    Financial Controller
(Principal Accounting Officer)
    
    September 10, 2008/s/ Michael Hammes

Michael Hammes
    
    Chairman of the Joint Board and Supervisory Board
    
    September 10, 2008/s/ Donald McGauchie

Donald McGauchie
    
    Deputy Chairman of the Joint Board and
Supervisory Board
    
    September 10, 2008/s/ Brian Anderson

Brian Anderson
    
    Member of the Joint Board and Supervisory Board
    
    September 10, 2008/s/ David Andrews

David Andrews
    
    Member of the Joint Board and Supervisory Board
    
    September 10, 2008/s/ David Harrison

David Harrison
    
    Member of the Joint Board and Supervisory Board
    
    September 10, 2008




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Signature
    
    Title
    
    Date/s/ Rudy van der Meer

Rudy van der Meer
    
    Member of the Joint Board and Supervisory Board
    
    September 10, 2008/s/ Catherine Walter

Catherine Walter
    
    Member of the Joint Board and Supervisory Board
    
    September 10, 2008




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EXHIBIT INDEX
 ExhibitNumber
    
    Description4.1
    
    Articles of Association of James Hardie Industries N.V., as most recently amended
on August 20, 2007 (English Translation) (incorporated by reference to Exhibit 1.1
to our Annual Report on Form 20-F filed on July 8, 2008, and incorporated herein
by reference)4.2
    
    James Hardie Industries NV 2005 Managing Board Transitional Stock Option Plan
(incorporated by reference to Exhibit 4.6 to our Annual Report on Form 20-F filed
on September 29, 2006, and incorporated herein by reference)4.3
    
    James Hardie Industries NV Supervisory Board Share Plan 2006 (incorporated by
reference to Exhibit 4.4 to our Annual Report on Form 20-F filed on September 29,
2006, and incorporated herein by reference)4.4
    
    Amended and Restated James Hardie Industries NV Long Term Incentive Plan 2006.5.1
    
    Opinion of Loyens & Loeff23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of Loyens & Loeff (contained in its opinion filed as Exhibit 5.1 hereto)24.1
    
    Power of Attorney (contained on the signature pages of this Registration Statement)