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                             April 4, 2024

       Anthony Smurfit
       Group Chief Executive Officer
       Smurfit WestRock Limited
       Beech Hill, Clonskeagh
       Dublin 4, D04 N2R2
       Ireland

                                                        Re: Smurfit WestRock
Limited
                                                            Registration
Statement on Form S-4
                                                            Filed March 22,
2024
                                                            File No. 333-278185

       Dear Anthony Smurfit:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our March 13, 2024
letter.

       Registration Statement on Form S-4 Filed March 22, 2024

       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.
 Anthony Smurfit
FirstName   LastNameAnthony
Smurfit WestRock    Limited Smurfit
Comapany
April       NameSmurfit WestRock Limited
       4, 2024
April 24, 2024 Page 2
Page
FirstName LastName
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.
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.
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.
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.
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.
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.
 Anthony Smurfit
Smurfit WestRock Limited
April 4, 2024
Page 3
Business Overview of Smurfit WestRock
Certain Relationships and Related Party Transactions, page 251

8.       We note your revisions in response to prior comment 27 and reissue in
part. Please revise
         to comply with Item 404(b) of Regulation S-K.
Security Ownership of Directors and Management of Smurfit Westrock, page 275

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.
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.
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.
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.
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
FirstName LastNameAnthony Smurfit
              The Transaction Agreement     Representations and Warranties in
the Transaction
Comapany Agreement.
            NameSmurfit WestRock Limited
April 4, 2024 Page 3
FirstName LastName
 Anthony Smurfit
FirstName   LastNameAnthony
Smurfit WestRock    Limited Smurfit
Comapany
April       NameSmurfit WestRock Limited
       4, 2024
April 44, 2024 Page 4
Page
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with
any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:      Victor Goldfeld