SecProbe.io

Mail Stop 4631
August 3 , 2017
Via E -Mail
Christopher Cossins
Director , Principal Executive Officer
Linde  plc
The Priestley Centre
10 Priestley Road
The Surrey Research Park
Guildford
Surrey GU2 7XY
United Kingdom

Re: Linde  plc
Amendment No. 2 to Registration Statement on Form S -4
Filed July 28, 2017
  File No. 333 -218485

Dear Mr. Cossins :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our July 20 , 2017 letter .

Management’s Discussion and Analysis of Financial Condition and Results . . . , page 327

Non-GAAP Financial Measures, page 3 73

1. As previously requested in comment 18 in our letter dated July 20, 2017, and comment
53 in our letter dated June 29, 2017, please present an after tax return on capital
percentage that is calculated using US GAAP amounts from the face of your consolida ted
financial statements.  Specifically, the calculation of after tax return on capital percentage
using US GAAP amounts would use net income as the numerator rather than an adjusted
net income amount for the numerator.

Christopher Cossins
Linde  plc
August 3 , 2017
Page 2

Management’s Discussion and Analysi s of Financial Condition and Results . . ., page 405

Consolidated Results of Operations, page 413

2. Please expand your analysis of total comprehensive income / (loss) for all periods
presented to explain why you recognized gains from your net investment he dges in the
United Kingdom and/or the United States.

Index to Linde AG Group Financial Statements, page F.3 -1

[1] Basis of preparation and accounting policies, page F.3 -11

3. We note that you have changed your conclusion regarding the settlement of the LTIP
from equity to cash settle with a €15 million reclassification from capital reserve to
liabilities.  Please provide us with a comprehensive analysis of the impact of this change
in settlement on your accounting for the LTIP with specific references to  the guidance in
IFRS 2 that supports your accounting.

Exhibit 8. 01

4. We note that you have provided a form  of the tax opinion  for our review in response to
comment 2 7.  Please file  an executed  opinion  before you request acceleration of the
effectiveness of your registration statement.  See Section III.D. 2 of Staff Legal Bulletin
No. 19 (October 14, 2011).

You may contact  Tracey Houser  (Staff Accountant) at 202-551-3736  or Terence O’Brien
(Accounting B ranch Chief ) at 202-551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela Lon g
Assistant Director
Office of Manufacturing and
Construction

cc: Keith A. Pagnani, Esq.
 Sullivan & Cromwell LLP