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                                March 22, 2024

       Darren Zeidel
       EVP and General Counsel
       Aon plc
       Metropolitan Building
       James Joyce Street
       Dublin 1, Ireland D01 K0Y8

                                                        Re: Aon plc
                                                            Registration
Statement on Form S-4
                                                            Filed February 26,
2024
                                                            File No. 333-277342

       Dear Darren Zeidel:

              We have conducted a limited review of your 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.

       Registration Statement on Form S-4

       The Transaction
       Structure of the Transaction, page 41

   1.                                                   Please revise the pre-
and post-merger organizational charts presented in this section to
                                                        include specific detail
on the entities participating in the merger, including jurisdictions of
                                                        incorporation and
percentage of ownership. Revise to show what percentage of the
                                                        combined company will
be owned by current shareholders of Aon and NFP. In addition,
                                                        within the existing
chart or a separate chart include information about the following
                                                        entities and their
respective shareholders as applicable: (1) the NFP Parent Co., LLC, (2)
                                                        NFP Holdings, LLC, (3)
NFP Intermediate Holdings A Corp., and (4) NFP Ultimate
                                                        Parent and their
ownership. Identify the shareholders of the NFP Ultimate Parent or
                                                        advise.
 Darren Zeidel
Aon plc
March 22, 2024
Page 2
Accounting Treatment of the Transaction, page 55

2.     We note that you have not included historical financial statements for
NFP and related pro
       forma financial information. Please provide us with your significance
test calculations and
       an accompanying analysis supporting your determination that NFP   s
financial statements
       and pro forma information are not required pursuant to Rule 3-05 and
Article 11 of
       Regulation S-X. In your response, include the following:
           Provide us with the details of your calculations and amounts used
for each test and
           further, specify the dates that the amounts used in your
calculations are based upon.
           In regards to the investment test calculation, clarify how you
determined the
           aggregate worldwide market value.
3.     We note your disclosure on page 45 indicates a fixed purchase price of
$12.75 billion.
       However, we also note disclosure in your Form 8-K filed on December 20,
2023 indicates
       a total estimated purchase price of $13.4 billion. Please tell us and
revise your disclosures
       to clarify which is the final estimated purchase price. In addition,
tell us and explain which
       purchase price amount you used in connection with your investment
significance test
       above.
        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 Sarmad Makhdoom at 202-551-5776 or Lory Empie at
202-551-3714 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at 202-551-3601 with
any other
questions.



                                                              Sincerely,
FirstName LastNameDarren Zeidel
                                                              Division of
Corporation Finance
Comapany NameAon plc
                                                              Office of Finance
March 22, 2024 Page 2
cc:       Jin Baek, Esq.
FirstName LastName