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CORRESP
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May 4, 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 March 28, 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

Comment applicable
to your overall filing

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:                               The comments have been noted
and have been followed in this supplemental response.

Item 8 – Financial
Information

Anti-Trust
Investigations and Related Management Changes, page 56

2.                                      We have read
your response to comment 5.  As
significant changes or developments occur, the company should disclose these
matters on a timely basis.  We note the
related disclosure included in your Form 6-K filed on February 22,
2005 particularly that included in Note 9, Contingent Liabilities and
Contingent Assets.  For U.S. GAAP
purposes, please continue to comply with the guidance in paragraph 22 of APB
Opinion 28.

Response 2:                               The comments have been
noted.  The Company is aware of its
responsibilities to continue to assess whether there is sufficient evidence to
reliably measure potential liabilities under APB Opinion 28.

Management continue to assess all information as it is
received for evidence that may lead it to alter its current accounting
treatment.

3.                                      We note from
your response to comment 6 that 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.  Please provide
the staff with any minutes, memorandum or other forms of documentation which
summarize the information received by the Board from the legal advisers.  In addition, please provide the staff with
any updated information as a result of the company’s subsequent investigation
of the matters.

Response 3:                               Other than the minutes
of the December 6, 2004 meeting of the Board, Amcor is not in possession
of any memorandum or other document that summarises the information received by
the Board at this meeting from its Australian legal advisers, Allens Arthur
Robinson.  The Board has continued to
receive periodic oral reports from its Australian legal advisers in relation to
the course of the investigative work being undertaken in respect of possible
cartel

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conduct.  The
Company’s Australian legal advisers have not provided the Company with any
written documentation summarizing these oral reports.

Amcor’s internal investigation was commenced on November 21,
2004 and is continuing.  This
investigation is likely to occupy considerable further time.  The Company’s investigative work is being undertaken
by its Australian legal advisers.  This
work has involved interviews with current and former officers and employees of
the Company and a review of voluminous Company documents.  The interviews and review of documents are
continuing and are expected to take at least several more months.  Based upon the results of this investigation
to date, the Company believes that certain officers and employees in the
Company’s corrugated box business in Australia and New Zealand appeared to have
entered into and given effect to arrangements which constituted possible cartel
conduct and that such officers and employees actively colluded and deliberately
concealed their relevant conduct from the Board of Directors and other officers
of the Company.

The investigations of the Australian Competition and
Consumer Commission (“ACCC”) and the New Zealand Commerce Commission (“NZCC”)
were also commenced in November 2004, are continuing, and are being
conducted on a confidential basis.  The Company
is not aware of when the ACCC and NZCC investigations are likely to be
concluded.

As disclosed in the Form 20-F, the Company
has sought leniency under the respective leniency policies of the ACCC and the
NZCC and the Company has indicated that it will provide full cooperation to
those agencies.  To date, this has
involved making witnesses available and providing documents pursuant to notices
issued under section 155 of the Trade Practices Act 1974 (Cth) by the ACCC
and voluntarily in response to informal requests from the ACCC and the NZCC.

The Company is not aware of any legal proceedings by
customers having been instituted against it in relation to possible cartel
conduct.

Management continue to assess all information as it is
received for evidence that may lead it to alter its assessment of the ability
to reasonably estimate the potential loss or a range of potential loss as
required by FAS 5 “Accounting for Contingencies.

4.                                      Please tell
us the amount of revenue recognized by the company that relates to possible
cartel conduct.

Response 4:                               The Company has
disclosed (see the Form 20-F under “Anti-Trust Investigations and
Related Management Changes – Board Announcements”) that the Australian and New
Zealand corrugated box business represented approximately 9% of Amcor Group sales
revenue and 8% of Amcor Group PBITA in the year ended June 30, 2004, 9% of
Amcor Group sales revenue and 9% of Amcor Group PBITA in the year ended June 30,
2003 and 11% of Amcor

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Group sales revenue and 11% of Amcor Group PBITA in the
year ended June 30, 2002.

Item 15 – Controls
and Procedures, page 73

5.                                      We have read
your response to comment 7.  We have
considered your response and continue to believe, as stated in our original
comment, that an amendment to your Form 20-F for the year ended June 30,
2004 is required 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.  We are unable to concur with the conclusion
stated in the first sentence of the second paragraph of your reply to comment
7.  Based upon the language in the first
paragraph under Item 15, it appears that your Executive Chairman and Chief
Financial Officer have been unable to conclude that your disclosure controls
and procedures were effective as of the end of the period covered by your
report.  We note that the company states
that the preliminary results of its investigation indicate that there have been
weaknesses in internal disclosure controls and procedures concerning compliance
with competition laws and related matters.
In addition to previously cited question 5 in the Divisions response to
frequently asked questions on management’s report on internal controls over
financial reporting, we also refer you to question 10.

Response 5:                               We will amend the second
paragraph under “Item 15 Controls and Procedures” in the Company’s Form 20-F
for the year ended June 30, 2004, to read as follows:

As required by Rule 13a-15 under the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”), our
management, with the participation of the Executive Chairman and Chief
Financial Officer, evaluated the effectiveness of the Company’s disclosure
controls and procedures as at June 30, 2004.  Based on that evaluation, they have concluded
that, as at June 30, 2004, the Company’s disclosure controls and
procedures were (1) designed to ensure that material information relating
to the Company, including its consolidated subsidiaries, is accumulated and
communicated to our management, including our Executive Chairman and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure, and (2) effective, in that they provide reasonable assurance
that information required to be disclosed by the Company in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms.

There are inherent limitations to the effectiveness of
any system of disclosure and internal controls, including the possibilities of
faulty judgments or mistakes by management, fraud, or the intentional
circumvention of controls by individual acts or the collusion of two or more
people.  Accordingly, even an effective
disclosure and internal control system can provide only reasonable assurance
with respect to

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disclosures and financial statement preparation.  See Item 8 “Anti-Trust Investigations and
Related Management Changes - Board Announcements”.

There have been no changes in the Company’s internal
controls over financial reporting that occurred during the year that have
materially affected, or are reasonably likely to materially affect, the Company’s
internal controls over financial reporting.

6.                                      With respect
to the preliminary indication of weakness in internal disclosure controls and
procedures mention under Item 15, please advise the staff of the corrective
action taken or underway.

Response 6:                               As indicated in Response
5 above, our Executive Chairman and Chief Financial Officer have concluded that
the Company’s disclosure controls and procedures were effective as at June 30,
2004.

The Company’s investigation into the possible cartel
conduct, and the active collusion and deliberate concealment of this conduct,
is ongoing and is intended to determine the extent of the possible cartel
conduct, and the degree to which officers and employees of the Company may have
been involved.  Further, the Company
notified the ACCC and NZCC of the conduct and their investigations into that
conduct are continuing.

Financial
Statements

Note 33 –
Reconciliation of Accounts to US GAAP

Consolidated
Statement of Cash Flows, page F-89

7.                                      We have read
your response to comment 9.  You
indicated that customer receivables, including proceeds from the sale of
receivables through securitization, should be classified as operating cash
flows.  We agree that the cash inflows
directly from the receivables collection should be reported as operating cash
flows.  However, transfers of receivables
that do not qualify as sales and that are accounted for as secured borrowings
give rise to financing cash flows.  Since
the receivables are re-instated and the cash received is treated as a current
liability under US GAAP, all cash flows related to the current liability should
be included in financing activities.
Please note that for US GAAP purposes, both operating cash flows and
financing cash flows are affected, whereas only operating cash flows are
affected under Australian GAAP.  Please
disclose in the reconciliation of accounts to US GAAP the impact of the
financing cash flows on the statement of cash flows for all periods presented.

Response 7:  We will revise our disclosure in our 20-F
for the year ended June 30, 2005 to include a reconciliation to US GAAP
cash flows and additional disclosure regarding the nature of these adjustments
as follows:

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“The Consolidated Statements of Cash Flows on F-9
has been prepared in accordance with Australian GAAP, the objective and
principles of which are similar to those set out in US GAAP.  The principle differences between the
standards relate to the classification of items within the cash flow statement
as well as the definition of cash and cash equivalents:

•                                          Under US GAAP
net activity in bank overdrafts is disclosed as components of cash flow from
financing activities.

•                                          Under US GAAP
cash classified as restricted is excluded from cash from the Consolidated
Balance Sheets and Consolidated Statements of Cash Flows.  The restricted cash recorded in 2002 was used
as a partial payment for the acquisition of the PET container and closures
businesses of Schmalbach-Lubeca, which was made on 1 July, 2002.

•                                          In respect of
the securitization of non-recourse receivables the cash inflows directly from
the receivables collection are reported as operating under Australian GAAP and
US GAAP.  The transfer of these
receivables is accounted for as secured borrowings under US GAAP and therefore
the net movement in the facility over the year is classified as financing.

•                                          Other
differences in the US GAAP statement of cash flows relate to those items
capitalized under Australian GAAP (included in the cash flows from investing
activities) that are expensed under US GAAP ( included in cash flows from
operating activities).

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Consolidated Statements of Cash Flows

US GAAP Reconciliation

The statement below shows the adjustments to be made
to the Australian GAAP cash flow statement to reclassify it to comply with US
GAAP for the years ended December 31 2004, 2003 and 2002.

  At June 30

  (in millions of A$)

  Note

  2004

  2003

  2002

  Net cash from operating activities as reported using
  Australian GAAP

  1,031.8

  874.7

  900.7

  Reclassification of net cash received from
  securitised receivables to financing for USGAAP

  33(o)

  (7.4

  )

  (190.5

  )

  —

  Reclassification of capitalized payments expensed
  for US GAAP

  33(d) &
  (h)

  (1.4

  )

  (5.5

  )

  (2.8

  )

  Net cash from operating activities - US GAAP

  1,023.0

  678.7

  897.9

  Net cash from investing activities as reported using
  Australian GAAP

  (1,061.3

  )

  (3,503.9

  )

  268.8

  Reclassification of capitalised payments expensed
  for US GAAP

  33(d) &
  (h)

  1.4

  5.5

  2.8

  Net cash from investing activities - US GAAP

  (1,059.9

  )

  (3,498.4

  )

  271.6

  Net cash from financing activities as reported using
  Australian GAAP

  106.6

  397.7

  809.9

  Movements in restricted cash not classified as cash
  and cash equivalents for US GAAP

  —

  2,118.0

  (2,118.0

  )

  Changes in bank overdrafts (net)

  (88.7

  )

  78.3

  11.5

  Reclassification of net cash received from
  securitised receivables from operating for USGAAP

  33(o)

  7.4

  190.5

  —

  Net cash from financing activities - US GAAP

  25.3

  2,784.5

  (1,296.6

  )

  Net (decrease)/increase in cash and cash equivalents
  - US GAAP

  (11.6

  )

  (35.2

  )

  (127.1

  )

  Cash and cash equivalents at the beginning of the
  year - US GAAP

  162.0

  207.0

  340.1

  Effects of exchange rate changes on opening foreign
  currency cash balances - US GAAP

  (2.1

  )

  (9.8

  )

  (6.0

  )

  Cash and cash equivalents at the end of the year -
  US GAAP

  148.3

  162.0

  207.0

  Reconciliation of cash and cash equivalents for
  US GAAP:

  Cash and cash equivalents as reported - Australian
  GAAP

  121.1

  46.1

  2,287.4

  Add back bank overdrafts

  27.2

  115.9

  37.6

  Deduct restricted cash

  —

  —

  (2,118.0

  )

  Cash and cash equivalents in accordance with US GAAP

  148.3

  162.0

  207.0

*       *
*       *       *

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Amcor acknowledges that

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

•                                          staff comments
or changes to