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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

    MICHAEL W. HOLT

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    JUSTIN R. ORR

    NEIL M. SNYDER

    JEFFREY A. WATIKER

April 11, 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

Registration Statement on Form S-4

Filed March 22, 2024

File No. 333-278185

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 April 4, 2024, regarding the Company’s registration
statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission on March 22,
2024. In connection with this letter responding to the Staff’s comments, the Company is today filing Amendment No. 1 to the
Registration Statement (the “Amendment No. 1”).

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 Amendment No. 1.

Risk Factors

Risks Relating to WestRock’s Business, page 66

1. We note your response to prior comment 5. To the extent that you plan to request effectiveness of this proxy statement/prospectus
prior to the filing of WestRock’s 10-Q for the quarter ending March 31, 2024, please include the updates provided directly
in this proxy statement/prospectus.

Response:
The Company acknowledges the Staff’s comment and will include the updates provided to the extent that the Company requests effectiveness
of this proxy statement/prospectus prior to the filing of WestRock’s 10-Q for the quarter ending March 31, 2024.

The Combination

Opinions of WestRock’s Financial Advisors

Opinion of Lazard Freres & Co. LLC

Selected Publicly Traded Companies Analysis, page 112

2. We note your revisions in response to prior comment 10 about WestRock and reissue in part. Please revise to state whether the advisor
excluded any companies meeting the selection criteria from the analysis for 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 114 of Amendment No. 1 in response to
the Staff’s comment.

Opinion of Evercore Group L.L.C

Selected Publicly Traded Companies Analysis, page 122

3. We note your revisions in response to prior comment 13 about
WestRock and reissue in part. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the
analysis for 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 124 of Amendment No. 1 in response to
the Staff’s comment.

Interests of WestRock’s Directors and Executive Officers
in the Combination, page 141

4. We note your disclosures that Smurfit WestRock expects to
enter into offer agreements with Patrick Kivits, Thomas Stigers and Samuel Shoemaker with respect to their executive positions at the
company. Please revise to include these exhibits in your exhibit index. Refer to Item 601(b)(10) of Regulation S-K or tell us why
you believe that such exhibits are not required.

Response:
The Company respectfully notes that Item 601(b)(10)(iii)(A) of Regulation S-K provides that management contracts with named
executive officers of the registrant are deemed material and required to be filed, and management contracts with other executive
officers of the registrant are required to be filed unless immaterial in amount or significance. Patrick Kivits, Thomas Stigers, and
Samuel Shoemaker will not serve as executive officers of the Company. Accordingly, the Company respectfully submits to the Staff
that the offer letters with Messrs. Kivits, Stigers and Shoemaker are not required to be included in the exhibit index. The
Company respectfully advises the Staff that it has revised the disclosure on page 142 of Amendment No. 1 in order to
clarify that Messrs. Kivits, Stigers, and Shoemaker are expected to serve as executives, but not executive officers, of the
Company.

Unaudited Condensed Pro Forma Combined Balance Sheet, page 213

5. We note that you present the historical consolidated balance
sheet of WestRock as of September 30, 2023 in the pro forma combined balance sheet. We further note that a more current balance sheet
as of December 31, 2023 has been filed by WestRock. Please update your balance sheet presentation to comply with Rule 11-02(c)(1) of
Regulation S-X.

Response:
The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised the unaudited condensed
pro forma combined financial information on pages 212 to 228 of Amendment No. 1 to present the historical balance sheet of
WestRock as of December 31, 2023.

6. We note your disclosure on page 277 that the company
will issue Series A Preferred Shares and Deferred Shares upon completion of the proposed combination. These shares appear to be related
to the proposed combination. Please explain why you have not provided pro forma adjustments to reflect these shares and the associated
preferred dividends or otherwise modify your pro forma presentation accordingly.

Response:
The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised pro forma balance sheet adjustment
6(h) on page 224 of Amendment No. 1 to reflect the expected issuance prior to completion of either the Smurfit Kappa
Share Exchange or the Merger of 10,000 Series A preference shares at a par value of $0.001 for expected total consideration of $10,000
and the conversion of 25,000 existing euro-denominated ordinary shares, with a par value of €1.00, into 25,000 Smurfit WestRock deferred
shares, with a par value of €1.00.

Adjustment 7d) Transaction-Related Expenses, page 225

7. We note your disclosure on page 145 that the company
will pay certain WestRock Company employees “Golden Parachute Compensation” upon completing the proposed combination. Please
tell us what consideration you have given to providing Management’s adjustments for these payments. Refer to Rule 11-02(a)(7) of
Regulation S-X.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff as follows:

Rule 11-02(a)(7) of Regulation S-X provides that
 “Management’s Adjustments depicting synergies and dis-synergies” of a transaction “may, in the registrant’s
discretion, be presented if in its management's opinion, such adjustments would enhance an understanding of the pro forma effects of the
transaction” and the conditions described in Rules 11-02(a)(7)(i) and 11-02(a)(7)(ii) of Regulation S-X are met.
The Company respectfully advises the Staff that the Company has, in its discretion, elected not to present any “Management’s
Adjustments” with respect to synergies or dis-synergies related to the Combination. Additionally, the Company believes that such
adjustments would not, on the whole, significantly enhance an understanding of the pro forma effects of the transaction. With respect
to “golden parachute” compensation in particular, the Company notes that any future “golden parachute” compensation
primarily consists of certain employment termination payments and benefits that would only be payable in the event that certain future
actions are taken, and certain conditions are satisfied, following the completion of the Combination. The occurrence of such possible
future actions and the satisfaction of such conditions are, in some cases, not entirely within the Company’s control and in general
are not currently determinable with a sufficiently high degree of certainty so as to warrant an adjustment. Moreover, the Company believes
that any “Management’s Adjustments” related to such possible future “golden parachute” compensation would
not significantly enhance an understanding of the pro forma effects of the transaction and the inclusion of such adjustments would not
satisfy all of the conditions described in Rule 11-02(a)(7)(i) of Regulation S-X.

In addition, to make clear that no “Management’s
Adjustments” have been made in respect of “golden parachute” compensation, the Company respectfully advises the Staff
that it has revised the disclosure on page 214 of Amendment No 1.

Business Overview of Smurfit WestRock

Certain Relationships and Related Party Transactions, page 251

8. We note your revision in response to prior comment 27 and reissue in part. Please revise to comply with Item 404(b) of Regulation
S-K.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page   253 of Amendment No. 1 in response
to the Staff’s comment.

Security Ownership of Directors and Management of Smurfit WestRock,
page 275

Selected Publicly Traded Companies Analysis, page 110

9. We note your response to prior comment 20 in reissue in part. Please add any shareholders that are expected to own more than 5%
of the combined company.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page 279 of Amendment No. 1 in response to
the Staff’s comment.

Executive Compensation, page 322

10. We note your response to prior comment 21 and reissue in
part. In your next amendment, please provide the historical information required by Item 402 of Regulation S-K for Anthony Smurfit, Ken
Bowles, Laurent Sellier, and Saverio Mayer. Refer to Item 18(a)(7)(ii) of Form S-4.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 326 to 346 of Amendment No. 1 in response
to the Staff’s comment.

11. Please revise to describe the material terms of the retention
bonus letters that will be filed as Exhibits 10.9, 10.10 and 10.11 to your registration statement.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page 338 of Amendment No. 1 in response
to the Staff’s comment.

Director Compensation, page 330

12. We note your response to prior comment 22 and reissue in part. Please provide the disclosure to be included in this section in
your next amendment, including the historical information required by Item 402 of Regulation S-K for each Smurfit Kappa director who will
serve as Smurfit WestRock director. Refer to Item 18(a)(7)(ii) of Form S-4.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 354 to 355 of Amendment No. 1 in response
to the Staff’s comment.

Part II: Information Not Required in Prospectus

Item 21. Exhibits and Financial Statement Schedules

Exhibit 99.4 Consent of Lazard Freres & Co. LLC, page II-2

13. Please have your financial advisor revise its consent to
consent to being named in the following sections:

 ● “The Combination – Background of the Combination”;

 ● “The Combination – Recommendation of the Transaction Committee and the WestRock Board Reasons for the Merger”;

 ● “The Combination – Certain WestRock Unaudited Financial Information”;

 ● “The Combination – Certain Smurfit Kappa Unaudited Financial Information”; and

 ● “The Transaction Agreement – Representations and Warranties in the Transaction Agreement.”

Response:
The Company respectfully advises the staff that it has provided a revised consent as Exhibit 99.4 to this Amendment No. 1 in
response to the Staff’s comment.

*	     *	     *	     *	     *	     *

If you have any questions concerning the Registration
Statement or this letter, please do not hesitate to contact me at (212) 403-1005 or VGoldfeld@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

cc: Gillian Carson-Callan, Smurfit WestRock Limited

  Andrew R. Brownstein, Wachtell, Lipton, Rosen &
Katz

  Igor Kirman, Wachtell, Lipton, Rosen & Katz

  Denise R. Singleton, WestRock Company

  Scott A. Barshay, Paul, Weiss, Rifkind, Wharton &
Garrison LLP

  Laura C. Turano, Paul, Weiss, Rifkind, Wharton &
Garrison LLP