January 29, 2019

Julie McPherson
Group General Counsel and Company Secretary
Amcor plc
83 Tower Road North
Warmley, Bristol BS30 8XP
United Kingdom

       Re: Amcor plc
           Amendment No. 1 to Draft Registration Statement on Form S-4
           Submitted December 18, 2018
           CIK No. 0001748790

Dear Ms. McPherson:

      We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-4

Risk Factors
Risks Relating to Being a Jersey, Channel Islands Company Listing Ordinary
Shares, page 64

1.     We note that your forum selection provision identifies the Royal Court
of Jersey as the
       exclusive forum for certain litigation, including any "derivative
action." Please disclose
       this provision and disclose that there is uncertainty as to whether a
court would enforce
       such provision. Please consider revising your Comparison of the Rights
of Holders of
       Bemis Shares and New Amcor Shares to disclose your exclusive forum
provision.

U.S. Federal Income Tax Considerations for U.S. Holders, page 122
 Julie McPherson
FirstName LastNameJulie McPherson
Amcor plc
Comapany NameAmcor plc
January 29, 2019
January 29, 2019 Page 2
Page 2
FirstName LastName


2.       We note counsel's opinion that the transaction should not be subject
to Section 367(a)(1)
         of the Code. It is permissible for the tax opinion to use "should"
rather than "will" but
         please have counsel revise the opinion to describe the degree of
uncertainty in the opinion.
         Please see Section III.C.4 of Staff Legal Bulletin No. 19.

4. Other pro forma adjustments, page 181

3.       As disclosed on pages 290 and 291, we note that as a result of the
Transaction, there will
         be changes to the compensation of your CEO and non-executive
directors. If material,
         please address the need to reflect such changes in your pro forma
financial statements.
Note 4 (e) Amcor equity share arrangements, page 183

4.       We note that you deleted the statement "Amcor has not yet determined
if any new equity
         share awards will be granted upon completion of the Transaction." If
you have made the
         determination to grant new equity share awards upon completion of the
Transaction,
         please discuss the nature of such grants and address the need to
reflect the impact of those
         grants in your pro forma financial statements.
Liquidity and Capital Resources
Cash Flows from Operating Activities , page 221

5.       We note that you reported net cash used in operating activities of
$301.3 million for the
         three months ended September 30, 2018. This is a material change from
the $871.4
         million net cash provided by your operating activities for the year
ended June 30, 2018.
         The significant use of cash during the three months ended September
30, 2018 appears to
         be driven by material changes in your operating assets and
liabilities. Please expand your
         disclosures to provide a more robust analysis of the significant
drivers underlying these
         material changes. Also, address this comment as it relates to the
change in your net cash
         used in your operating activities for the three months ended September
30, 2018 as
         compared to the three months ended September 30, 2107. In this regard,
we not a
         significant decrease in net cash used in operating activities from
period to period. Refer to
         Sections 501.03, .04 and .13 of the Financial Reporting Codification.
       You may contact Tracey McKoy, Staff Accountant at (202) 551-3772 or
Jeanne Baker,
Staff Accountant at (202) 551-3691 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other
questions.



                                                               Sincerely,
 Julie McPherson
Amcor plc
January 29, 2019
Page 3

FirstName LastNameJulie McPherson   Division of Corporation Finance
                                    Office of Manufacturing and
Comapany NameAmcor plc
                                    Construction
January 29, 2019 Page 3
cc:       Jonathan Davis
FirstName LastName