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CORRESP
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March 11, 2005

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange
Commission

450 Fifth Street, N.W.,

Washington,  D.C.
20549-0306

Re:                               Amcor
Limited

Form 20-F for the fiscal year ended June 30, 2004

File No. 0-18893

Dear Mr. Decker:

We are
in receipt of the letter from the staff of the Securities and Exchange
Commission (“SEC”), dated February 7, 2005, regarding our annual report on Form
20-F for the fiscal year ended June 30, 2004 (the “Form 20-F”).  For your convenience, we have included the
staff’s comments below and have keyed our responses accordingly.

FORM 20-F FOR THE
YEAR ENDED JUNE 30, 2004

General

1.                                      Where a
comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look
like.  With the exception of the comments
below that specifically request an amendment, all other revisions may be
included in your future filings.

Response 1:  Noted.

Item 3 – Key
Information

Selected
Financial Data, page 5

2.                                      Since each
American Depositary Share represents four Ordinary Shares, please also disclose
per share information on an American Depositary Share basis.

Response 2:  The following additional disclosures will be added
in Item 3A Selected Financial Data for the 20F for the year ended June 30,
2005, to disclose per share amounts on an ADS basis:

Selected
Financial Data prepared in accordance with A-GAAP

  2004

  2004

  2003

  2002

  2001

  2000

  Per American
  Depository Share (“ADS”):

  Earnings per
  share

  Basic

  US$

  0.92

  A$

  1.36

  A$

  1.48

  A$

  4.88

  A$

  1.80

  A$

  1.84

  Diluted

  US$

  0.92

  A$

  1.36

  A$

  1.48

  A$

  4.40

  A$

  1.76

  A$

  1.80

  Dividends per
  share (A$)

  A$

  1.28

  A$

  1.20

  A$

  1.12

  A$

  1.12

  A$

  1.52

  Dividends per
  share (US$)

  US$

  0.88

  US$

  0.72

  US$

  0.60

  US$

  0.56

  US$

  0.92

Selected
Financial Data prepared in accordance with US GAAP

  2004

  2004

  2003

  2002

  2001

  2000

  Per American
  Depository Share (“ADS”):

  Earnings per
  share

  Continuing
  Operations

  Basic

  US$

  1.20

  A$

  1.76

  A$

  1.76

  A$

  4.92

  A$

  1.68

  A$

  1.36

  Diluted

  US$

  1.16

  A$

  1.72

  A$

  1.76

  A$

  4.44

  A$

  1.68

  A$

  1.36

  Net Profit

  Basic

  US$

  1.20

  A$

  1.76

  A$

  1.76

  A$

  4.92

  A$

  1.68

  $A

  1.92

  Diluted

  US$

  1.16

  A$

  1.72

  A$

  1.76

  A$

  4.44

  A$

  1.68

  A$

  1.84

2

Item 5 – Operating
and Financial Review and Prospects

Liquidity and
Capital Resources, page 36

3.                                      Please tell
us whether there have been any revisions to the credit ratings disclosed on
page 37.

Response 3:  As of the date of this response letter there
have been no revisions to the credit ratings disclosed on page 37.

Contractual
and Commercial Commitments, page 39

4.                                      Please
revise your table of contractual cash obligations to include estimated interest
payments on your debt, planned funding of pension benefit obligations and
estimated payments under your interest rate swaps and foreign currency
contracts.  Because the table is aimed at
increasing transparency of cash flow, we believe these payments should be
included in the table.  Please also
disclose any assumptions you made to derive these amounts.

Response 4:  We will revise our table of contractual
obligations in our 20-F for the year ended June 30, 2005 to include the
following information:

Contractual
and Commercial Commitments as at June 30, 2004

  Not
  later than 1

  year

  1 and 3 years

  3 and 5 years

  later
  than 5

  years

  TOTAL

  Capital
  Expenditure (1)

  121.5

  —

  —

  —

  121.5

  Finance Leases
  (2)

  2.3

  19.7

  4.5

  73.5

  100.0

  Operating Leases
  (3)

  123.0

  207.2

  149.8

  166.4

  646.4

  Other
  expenditure (4)

  25.8

  21.7

  6.1

  22.2

  75.8

  Long-Term Debt

  —

  193.3

  145.2

  1,340.0

  1,678.5

  Interest on Debt
  (5)

  166.0

  229.2

  124.1

  217.1

  736.4

  Pension Benefit
  Obligations (6)

  45.7

  98.5

  n/a

  n/a

  n/a

  Payments under Cross
  currency and interest rate swaps (7)

  26.9

  23.5

  —

  —

  50.4

  Payments under
  forward exchange contracts (8)

  441.7

  84.7

  —

  —

  526.4

  Commodity
  contracts (8)

  17.0

  —

  —

  —

  17.0

  TOTAL

  969.9

  877.8

  429.7

  1,819.2

  3,952.4

(1)          Capital expenditure for
plant and equipment contracted but not provided for.

(2)          Amcor leases equipment
under finance leases expiring from nine to 11 years.  At the end of the lease term we have the
option to purchase the equipment at an agreed residual.

(3)          Amcor leases motor
vehicles, plant and equipment and property under operating leases.  Leases generally provide us with a right of
renewal at which time all terms are renegotiated.

(4)          Expenditure contracted
but not provided for covering supplies and services to be provided.

(5)          Interest commitments
based on June 30, 2004 debt and facility maturity terms.

(6)          Expected contributions
by the company for defined benefit liabilities, based on actuarial
recommendation of contributions as at June 30, 2004.  A reliable estimate of expected contributions
after three years is not available, as each fund’s financial position and
contribution recommendations are reviewed at that point.

(7)          Interest payable on
quarterly interest rate resets.

(8)          Represents the gross $A
equivalent of foreign exchange and commodity contract commitments.

3

Item 8 –
Financial Information

Anti-Trust
Investigations and Related Management Changes, page 56

5.                                      Please
advise us of the current status of the possible anti-trust violations and your
investigation of the matters.  Please
include any updated information on estimated penalties and damages.  In addition, please tell us whether your
investigation to date indicates that the laws of any other country besides
Australia and New Zealand may have been violated.  We note that you conduct business in about 40
countries.

Response 5:  The
status of the anti-trust investigation has not changed from that described in
the Form 20-F (which we note was lodged on December 23, 2004).  Each of the investigations by the Company,
the Australian Competition and Consumer Commission (ACCC)
and the New Zealand Commerce Commission (NZCC) is
continuing.  The investigations involve
collection of documents from the records of the Company, review of those
documents, interviews of current and former officers and employees of the
Company and assisting the ACCC and the NZCC with their information
requests.  There have been no
developments concerning estimated penalties and damages since the Form 20-F
was lodged.

Nothing
has come to the attention of the Board to suggest that any violation of
anti-trust laws has occurred in any country other than Australia and New
Zealand.

6.                                      Please
furnish us with a copy of the interim report of your legal advisors that the
Board of Directors received on about December 6, 2004.  We assume that this report provides
information with respect to your announcement made on November 23, 2004 and the
information received by you which lead to that announcement.  It appears that information was initially
received by you on November 19, 2004 in respect to a request made on November
10, 2004 to the Australian Federal Court.

Response 6:  The
interim report concerning possible cartel conduct received by the Board of the
Company from its legal advisers on December 6, 2004 was an oral report.  The Board considered this oral report and
resolved to accept offers of resignation given by each of Mr. Russell Jones
(Managing Director of the Company) and Mr. Peter Sutton (Managing Director,
Amcor Australasia) from their employment (and any directorships and other
positions) with the Amcor Group.

So far as the other
matters raised in comment 6 are concerned, please note the following:

•                                          On November 10, 2004, seeking return of confidential
information and other property belonging to the Company, the Company obtained “Anton
Piller” orders from the Federal Court of Australia against former employees
permitting it to search specified premises and seize material from those
premises.

•                                          On November 17, 2004, the Company obtained a
further order requiring that certain former employees make available additional
material for inspection.  Following the
November 17 order, certain other information was received by the Company’s
legal advisors on (Friday) November 19, 2004.  The information received did not relate to
the matters at issue in the Federal Court proceeding and the Company had not
been aware of the existence of the information prior to receiving it.  The information received was brought to the
attention of both the Board of the Company and the ACCC on (Monday)
November 22, 2004 and was the subject of the announcement to the
Australian Stock Exchange Limited made on the following day, (Tuesday) November 23,
2004.

4

Item 15 –
Controls and Procedures, page 73

7.                                      You indicate
that the Company’s disclosure controls and procedures were effective except for
the conduct related to possible breaches in Australian and New Zealand
competition laws.  Given the exception
noted, it remains unclear whether your Executive Chairman and the Chief
Financial Officer have concluded that your disclosure controls and procedures
are effective.  Please amend your 20-F
for the year ended June 30, 2004 to state in clear and unqualified language,
the conclusions reached by your Executive Chairman and Chief Financial Officer
on the effectiveness of your disclosure controls and procedures.  You should not, however, state that your disclosure
controls and procedures are effective except to the extent they are not
effective.  If true, you can state that
your disclosure controls and procedures are effective including the
consideration of the identified matter, so long as you provide appropriate
disclosure explaining how the disclosure controls and procedures were
determined to be effective in light of the identified matter.  See Question 5 of Frequently Asked Questions
on Management’s Report on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports.

Response 7:  When
preparing Item 15 of our Annual Report on Form 20-F for the year ended June 30,
2004, we carefully considered the effectiveness of our disclosure controls and
procedures in light of our ongoing investigation of the conduct related to
possible breaches in Australian and New Zealand competition law.  We also
considered published regulations and Staff guidance, as well as equivalent
disclosure by companies that had noted exceptions to their Item 15 or
equivalent disclosure.  We developed our disclosure in Item 15 to express
the conclusions reached by our Executive Chairman and Chief Financial Officer
regarding the effectiveness of our disclosure controls and procedures in terms
that were consistent with published Staff guidance and available
precedent.  We note in this regard that Question 5 of Frequently Asked
Questions on Management’s Report on internal control over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports (“FAQ
5”) addresses, by its terms, internal control over financial reporting rather
than disclosure controls and procedures.

We believe it would be
unnecessarily burdensome to amend our 20-F for the year ended June 30, 2004 to
revise the wording in Item 15 and would not provide investors with material or
meaningful additional disclosure.  However, we agree in all future filings
on Form 20-F to state the conclusions of our principal executive and principal
financial officers regarding the effectiveness of our disclosure controls and
procedures in a manner that is consistent with the Staff’s guidance in FAQ
5  with respect to internal control over financial reporting.

Financial
Statements

Note 1 –
Accounting Policies

(12) –
Inventories, page F-15

8.                                      Disclose
your flow of cost assumption (FIFO, Average, etc) used to value inventory.  In addition, expand your accounting policy
note for inventory to address the policy followed with respect to the
recognition of diminution in value as shown in Note 8.

Response 8:  We will revise our accounting policy in our
20-F for the year ended June 30, 2005 to read as follows:

“Inventories
are valued at the lower of cost (including an appropriate proportion of fixed
and variable overheads) and net realizable value in the normal course of
business.   Cost is generally calculated
using the first-in, first-out or average cost methods.

A provision for slow
moving and obsolete inventory is based on the best estimate determined by a
systematic, on-going review and evaluation of inventory balances.”

5

Note 33 –
Reconciliation of Accounts to US GAAP

Consolidated
Statement of Cash Flows, page F-89

9.                                      In your US
GAAP Adjustment (o) – Non Recourse Receivables Securitization Program, you
indicate that under Australian GAAP these receivables are treated as sold.  However, under US GAAP, these receivables are
re-instated and the cash received is treated as a secured borrowing.  Please tell us whether the receipt of the
cash is recorded in operating activities or financing activities in your
statement of cash flows under Australian GAAP.
If the cash received is included in operating activities, please
disclose in the reconciliation of accounts to US GAAP the impact of these
transactions on the statement of cash flows for all periods presented.  If the cash received is included in financial
activities, please disclose that the impact on the statement of cash flows is
consistent with US GAAP.  See paragraph
22(a) of SFAS 95 as amended by SFAS 102.

Response 9:
Under the non recourse receivables securitization program trade receivables are
sold on a monthly basis in the normal course of operations.  Under Australian GAAP they are treated as
sold, and therefore not carried on the balance sheet.  Under US GAAP these receivables are
re-instated and the cash received is treated as a current liability.

The cash inflows from
these customer related receivables are considered to be operating in nature
under Australian GAAP.  The Company’s
interpretation of paragraph 22(a) of SFAS 95 as amended by SFAS 102 and recent
staff interpretations thereof, is that customer-related receivables, including
proceeds from the sale of receivables through securitization, should be
classified as operating cash flows.

We will revise our USGAAP
footnote disclosure regarding cash flow presentation in our 20-F for the year
ended June 30, 2005 to include the following statement:

“Cash flows in respect of
the non recourse receivables securitization program are classified as operating
cash flows in the Consolidated Statement of Cash Flows for both Australian GAAP
and US GAAP purposes.”

*       *
*       *       *

Amcor
acknowledges that

•                                          Amcor is
responsible for the adequacy and accuracy of the disclosure in its filings;

•                                          staff comments
or changes to disclosure in response to staff comments do not foreclose the SEC
from taking any action with respect to the filing; and

•                                          Amcor may not
assert staff comments as a defense in any proceeding initiated by the SEC or
any perso