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    MARTIN
                    LIPTON

    HERBERT M. WACHTELL

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    TREVOR S. NORWITZ

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    MATTHEW M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    51
WEST 52ND STREET

    NEW YORK,
N.Y. 10019-6150

    TELEPHONE:
(212) 403-1000

    FACSIMILE:
    (212) 403-2000

    ELAINE
                    P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    RANDALL W. JACKSON

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    ALISON ZIESKE PREISS

    TIJANA J. DVORNIC

    JENNA E. LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN
                    WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. AHO

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    BENJAMIN S. ARFA

    NATHANIEL D. CULLERTON

    ERIC M. FEINSTEIN

    ADAM L. GOODMAN

    STEVEN R. GREEN

    MENG LU

GEORGE
A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF COUNSEL

    ANDREW R. BROWNSTEIN

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    BEN M. GERMANA

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    PHILIP MINDLIN

    THEODORE N. MIRVIS

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    ERIC S. ROBINSON

    ERIC M. ROSOF

    MICHAEL J. SEGAL

    WON S. SHIN

    DAVID M. SILK

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    JEFFREY M. WINTNER

    AMY R. WOLF

    MARC WOLINSKY

    *
                    ADMITTED IN DELAWARE

    COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    ALINE R. FLODR

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    ANGELA K. HERRING

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    JUSTIN R. ORR

    NEIL M. SNYDER

    JEFFREY A. WATIKER

March 22, 2024

Via EDGAR and Courier

Jenny O’Shanick

Erin Purnell

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Smurfit WestRock Limited

Draft Registration Statement on Form S-4

Submitted on February 14, 2024

CIK No. 002005951

Dear Ms. O’Shanick and Ms. Purnell:

On behalf of our client, Smurfit WestRock Limited
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated March 13, 2024, regarding the Company’s draft
registration statement on Form S-4 confidentially submitted to the Securities and Exchange Commission on February 14, 2024.
In connection with this letter responding to the Staff’s comments, the Company is today publicly filing a Registration Statement
on Form S-4 (the “Registration Statement”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer
to pages of the Registration Statement.

Cover Page

 1. Please revise the cover page of your prospectus to clearly disclose the number of securities being registered on this registration
statement and the market for the securities. Further, please revise to include the page number of your risk factors. Refer to Item
501(b) of Regulation S-K and Item 1 of Form S-4.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on the cover page of the proxy statement/prospectus in response to the Staff’s comment.

Questions and Answers About the Combination and the WestRock
Special Meeting

Q: When do you expect the Combination to be consummated, page 10

 2. Please revise the Q&A to disclose which of the most material conditions of the Combination are able to be waived. Further,
please revise the risk factor “It is possible that not all the Conditions will have been met at the time of the WestRock Special
Meeting, and that Smurfit Kappa and/or WestRock may waive one or more of the Conditions after receipt of the WestRock Stockholder Approval
without re-soliciting the WestRock Stockholders’ approval of the proposals approved by them” on page 40 to describe what
kinds of conditions could be waived and the negative effects it could have.

Response: The Company respectfully advises the
Staff that it has revised the disclosure on pages 10 and  41 of the Registration Statement in response to the Staff’s
comment.

Risk Factors

Risks Relating to the Combination

Upon Completion, certain change-of-control rights under agreements will or may be triggered..., page 42

 3. We note your disclosure that certain change-of-control rights will or may be triggered as a result of the Combination. However,
we note your other disclosures on page 192 that WestRock obtained consents that the Combination will not constitute a change in control
under certain agreements. If material, please revise to provide comparable disclosure for Smurfit Kappa.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 198 to 199 of the Registration Statement in response to the Staff’s comment.

Risks Relating to Smurfit WestRock Following the Combination

Smurfit WestRock will be required to comply with the Sarbanes-Oxley Act..., page 45

 4. We note you discuss, incorporated by reference from pages 22 and 35 of WestRock’s Form 10-K, that you “launched
a multi-year phased business systems transformation project” whereby your existing systems will transition to a standardized enterprise
resource planning system, and that the resulting expected investment in fiscal 2024 will be approximately $220 million. We also note your
disclosure that the effectiveness of your internal control over financial reporting could be adversely affected if this new system is
not successfully implemented. Please revise to discuss how the Combination will affect this project and related risks.

Response: The Company respectfully advises the Staff
that WestRock has confirmed that WestRock continues to pursue the business systems transformation project, as noted in its Quarterly Report
on Form 10-Q for the quarter ended December 31, 2023.  As part of broader post-Combination integration planning initiatives,
WestRock and the Company are reviewing and evaluating their respective business systems and the system strategies and alternatives for
Smurfit WestRock following the Combination.  The Company has revised the disclosure on page 47 of the Registration
Statement in response to the Staff’s comment.

Risks Relating to WestRock’s Business, page 64

 5. We note you discuss, incorporated by reference from page 21 of WestRock’s Form 10-K, that you were negotiating
agreements with the United Steelworkers Union, which expired in December 2023, and your employees at the Dayton facility. Please
revise to provide the current status of these negotiations.

Response: The Company respectfully advises the Staff
that WestRock has confirmed that WestRock will include the following updates in its Quarterly Report for the quarter ending March 31,
2024, which will be incorporated by reference into the Registration Statement, in response to the Staff’s comment:

 · In December 2023, the United Steelworkers Union (“USW”) ratified a master agreement
that applies to substantially all of WestRock’s US facilities represented by the USW. The agreement has a four-year term ending
in December 2027 and covers a number of specific items, including wages, medical coverage and certain other benefit programs, including
retirement benefits, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not
covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits WestRock to apply
its terms to USW employees who work at facilities it acquired during the term of the agreement. The master agreement covers approximately
52 of WestRock’s US operating locations and approximately 7,300 of its employees. While the terms of its collective bargaining agreements
vary, WestRock believes the material terms of the agreements are customary for the industry, the type of facility, the classification
of the employees and the geographic location covered.

 · WestRock experienced a strike at its corrugated converting facility in Dayton, New Jersey beginning
in June 2023.  WestRock effectuated contingency plans at this location, and the facility continued to operate and produce products
for its customers.  In November 2023, WestRock reached an agreement to resolve the strike, which was approved by the requisite
union membership, and the strike concluded in December 2023.

The Combination

Background of the Combination, page 86

 6. We note your disclosure on page 88 that the parties considered but ultimately did not pursue a reverse Morris Trust transaction
due to potential tax consequences. We also note your disclosures that from February 21, 2023 to August 14, 2023, the parties
negotiated a transaction whereby WestRock stockholders would receive Smurfit Kappa shares, instead of those of Smurfit WestRock, for their
WestRock stock. Please revise to elaborate on why you did not pursue the former structure.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 89 and 97 to 98 of the Registration Statement in response to the Staff’s comment.

Recommendation of the Transaction Committee and the WestRock
Board; Reasons for the Merger, page 99

 7. Refer to your disclosures under “Continuing Influence” in the fourth bullet on each of page 103 and 99. Please
revise to elaborate on how you chose these six directors out of the current 12 WestRock directors to serve on Smurfit WestRock’s
board. In this regard, we note that WestRock stockholders recently elected these 12 directors at the annual meeting of stockholders on
January 26, 2024 based on their qualifications, experience and skills.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 101, 103, and 315 to 317 of the Registration Statement in response to the Staff’s
comment.

 8. Refer to your disclosures under “Synergies” in the fifth and first bullets on pages 103 and 100, respectively.
Please revise to elaborate on the basis of your expectation that you expect “benefits derivable from an estimated in excess of $400
million in pre-tax run-rate synergies at the end of the first full year following Completion.”

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 101 and 105 of the Registration Statement in response to the Staff’s comment.

 9. Refer to your disclosures under “Other Strategic Alternatives” in the ninth bullet on each of page 104 and 100
and under “Loss of Opportunity” in the first bullet on each of page 105 and 101. We also note your other disclosures
that on March 31, 2023, the WestRock Board discussed the potential transactions with Company A and PE Firm A, and that PE Firm A
discussed, among other alternatives, “a potential acquisition of WestRock with a preliminary value range per share of WestRock Stock
in the ‘high $30s’ in cash.” Please revise to elaborate on how the WestRock Board evaluated these alternative transactions.
Please revise to discuss the conclusions the board made with respect to each of Company A and PE Firm A, quantifying where applicable,
and how the WestRock Board ultimately decided Smurfit Kappa’s offer was superior to these offers.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 90 to 92 of the Registration Statement in response to the Staff’s comment.

Opinions of WestRock's Financial Advisors

Opinion of Lazard Freres & Co. LLC

Selected Publicly Traded Companies Analysis, page 110

 10. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the analysis for each of
WestRock and Smurfit Kappa. Please explain the basis for such exclusions, if any.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on page 112 of the Registration Statement in response to the Staff’s comment.

Miscellaneous, page 115

 11. We note your disclosure that in the past two years, Lazard “acted as financial advisor to WestRock in connection with ongoing
strategic, financial and corporate preparedness advisory work during this time and in connection with WestRock’s acquisition of
Grupo Gondi in 2022, and as financial advisor to Smurfit Kappa in connection with an investor study in 2021.” Please revise your
disclosure to quantify the compensation paid to the financial advisor.”

Response: The Company respectfully advises the Staff
that it has revised the disclosure on page 117 of the Registration Statement in response to the Staff’s comment.

 12. We note your disclosure that Lazard did not “indicate that any given consideration constituted the only appropriate consideration
for the Combination.” Please advise how this disclosure complies with Item 1015(b)(5) of Regulation M-A or revise.

Response: The Company respectfully advises the
Staff that it believes that the disclosure on page 117 of the Registration Statement complies with Item
1015(b)(5) of Regulation M-A. Item 1015(b)(5) of Regulation M-A requires a statement as to “whether the subject
company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of
consideration to be paid.”

The disclosure on page 117 of the Registration Statement
includes such a statement (“WestRock and Smurfit Kappa determined the Merger Consideration in the Combination through arm’s-length
negotiations, and the WestRock Board approved such Consideration. Lazard did not recommend any specific consideration to the WestRock
Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Combination”)
and therefore complies with the requirements of Item 1015(b)(5) of Regulation M-A.

Item 1015(b)(5) of Regulation M-A does not prohibit
additional disclosure or clarification regarding a third party’s non-involvement in the determination of the consideration to be
paid. The language quoted by the Staff is an additional, clarifying, disclosure provided for the benefit of the shareholders, and is not
in contravention of Item 1015(b)(5) of Regulation M-A.

Opinion of Evercore Group L.L.C.

Selected Publicly Traded Companies Analysis, page 120

 13. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the ana