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                            May 14, 2020

       Michael Casamento
       Chief Financial Officer
       Amcor PLC
       83 Tower Road North
       Warmley, Bristol BS30 8XP
       United Kingdom

                                                        Re: Amcor PLC
                                                            Form 10-K for the
Fiscal Year Ended June 30, 2019
                                                            Response dated
April 28, 2020
                                                            File No. 001-38932

       Dear Mr. Casamento:

              We have reviewed your April 28, 2020 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       March 31, 2020 letter.

       Form 10-K for the Fiscal Year Ended June 30, 2019

       Financial Statements
       Notes to Consolidated Financial Statements
       Note 20 - Segments, page 87

   1.                                                   We note from page 89
that specialty flexible folding cartons represent approximately
                                                        12.8% of your 2019
revenue. We further note the CEO's statement in the December 2019
                                                        Citi Conference that
the specialty cartons business is "predominantly selling tobacco
                                                        cartons." We also note
in the Q3 2020 earnings call there was a question on the status of
                                                        tobacco volumes. As
specialty cartons is not an insignificant portion of your business,
                                                        please tell us what
consideration you gave to disclosure in your MD&A trends
                                                        highlighting the
tobacco market as your customer of more than 10% of your sales and how
 Michael Casamento
FirstName LastNameMichael Casamento
Amcor PLC
Comapany NameAmcor PLC
May 14, 2020
Page 2
May 14, 2020 Page 2
FirstName LastName
         the decline in the tobacco market in recent years has impacted your
business.
Item 9A. - Controls and Procedures , page 96

2.       We note you have discussed the same material weaknesses in your
internal controls since
         the time of your original S-4 submission beginning in October 2018.
Although we note
         from your March 31, 2020 Form 10-Q that you have remediation plans in
place and
         expect to complete the remediation of the first material weakness
prior to the end of fiscal
         2020, it is unclear when you expect to complete your remediation
efforts for the second
         material weakness related to the period end reporting process. Please
tell us and revise to
         explain in additional detail the status of your remediation plans
including the steps
         remaining to be taken and the estimated timing to remediate the second
material
         weakness.
Form 10-Q for the Quarter Ended March 31, 2020
Financial Statements
Notes to Condensed Consolidated Financial Statements
Note 14. Segments, page 30

3.       We note from your response to our prior comment 4 that you have
provided us gross
         profit margins for each of your Flexibles operating segments for YTD
2020 and projected
         2022. In order to determine if these segments are economically similar
from a
         quantitative perspective, we believe that additional historical and
future periods should be
         considered. Please provide us the historical gross profit percentages
for each of your
         Flexibles operating segments for at least fiscal years 2018 and 2019,
and projected gross
         profit percentages for 2020 and 2021 (to the extent available).
Form 8-K furnished May 11, 2020
Exhibit 99.1
Presentation of Prior Year Information, page 2

4.       We note from your response to our prior comment 7, and your earnings
release furnished
         on Form 8-K on May 11, 2020, that you have revised to include a
reconciliation of pro
         forma net income to combined adjusted net income on page 11 of your
earnings release.
         However, you continue to disclose amounts for the nine months ended
March 31, 2019
         which combine Bemis and Amcor without appropriate Article 11
adjustments. Further, the
         pro forma net income amount on page 11 is not supported by reconciling
adjustments to
         the most comparable GAAP measure, net income. Please note that as we
previously
         communicated, presenting "combined" information for two entities is
not appropriate
         without the proper Article 11 pro forma adjustments. Please revise to
remove all
         combined information from your filings. Alternatively, you may present
the pro forma
         information in accordance with Article 11 of Regulation S-X by fully
disclosing all
         adjustments made to GAAP net income to arrive at the pro forma
amounts. You may also
         then present a non GAAP "adjusted" pro forma amount which includes
additional
 Michael Casamento
Amcor PLC
May 14, 2020
Page 3
         adjustments made to your pro forma net income. Your EBIT and EBITDA,
and EPS
         information may be similarly presented. Please note that all combined
data should be
         removed including any combined EBIT and EPS.
Reconciliation of adjusted free cash flow and cash flow after dividends , page
12

5.       Please refer to the reconciliation of adjusted free cash flow on page
12 and tell us and
         revise to clarify the nature of the adjustment "operating cash flow
related to divested
         operations." In this regard, it is unclear why you add back cash flows
from operations you
         no longer own. We may have further comment upon receipt of your
response.
       You may contact Heather Clark at 202-551-3624 or Claire Erlanger at
202-551-3301 with
any questions.



FirstName LastNameMichael Casamento                          Sincerely,
Comapany NameAmcor PLC
                                                             Division of
Corporation Finance
May 14, 2020 Page 3                                          Office of
Manufacturing
FirstName LastName