UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549**

** **

**FORM 20-F/A**Amendment No. 2

 

**(Mark One)**

**o****                                ****REGISTRATION STATEMENT PURSUANTTO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**ý****                                ****ANNUAL REPORT PURSUANT TO SECTION13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended: June 30, 2004**

**OR**

 

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934**

**Commission file number: 0-18893**

 

**AMCORLIMITED**

(Exact name of Registrant as specified in itscharter)

 

**New South Wales, Australia**

(Jurisdiction of incorporation ororganization)

 

**679 Victoria Street,Abbotsford, Victoria  3067Australia**

(Address of principal executive offices)

 

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Securities registered or to be registeredpursuant to section 12 (b) of the Act.

**None**

 

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Securities registered or to beregistered pursuant to Section 12(g) of the Act:

**OrdinarySharesAmerican Depositary Shares**

 

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Securities for which there is areporting obligation pursuant to Section 15(d) of the Act:

**None**

 

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Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.

Ordinary Shares:       877,949,796

 

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Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

Yes  ý                                                                                                                                                                                                          No  o

 

Indicate by check mark which financial statement item the registranthas elected to follow.

 

Item 17  o                                                                                                                                                                                     Item18 ý

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 2 on Form 20-F/A is being filed solely to amend Item15 of the Annual Report on Form 20-F of Amcor Limited (the “Company”) for thefiscal year ended June 30, 2004, which was filed on December 23, 2004.  In connection with this Amendment No. 2, theCompany is including the certifications required by Rule 13a-14(a) of theSecurities and Exchange Act of 1934, as amended.

 

This Amendment is not intended to revise other information presented inthe Company’s Annual Report on Form 20-F for the fiscal year ended June 30,2004 as originally filed, which remains unchanged.

 

This Amendment does not reflect events occurring after the filing ofthe original Form 20-F and does not modify or update the disclosure therein inany way other than as required to reflect the amendment discussed above. As aresult, this Amendment continues to speak as of June 30, 2004.

 

**ITEM 15.   CONTROLS ANDPROCEDURES**

 

We have received information that leads us to believe that certainofficers and employees of the Company appear to have entered into, and giveneffect to, arrangements which constituted possible cartel conduct in itscorrugated box business in Australia and New Zealand.  See Item 8, “Financial Information – LegalProceedings”, for further information relating to this matter. We informed theACCC and the NZCC of these matters and we are cooperating with theinvestigations they have initiated.  Weare continuing to investigate these matters and the effectiveness of ourdisclosure controls and procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934,as amended, (the “Exchange Act”), our management, with the participation of theExecutive Chairman and Chief Financial Officer, evaluated the effectiveness ofthe Company’s disclosure controls and procedures as at June 30, 2004.  Based on that evaluation, they have concludedthat, as at June 30, 2004, the Company’s disclosure controls and procedureswere (1) designed to ensure that material information relating to the Company,including its consolidated subsidiaries, is accumulated and communicated to ourmanagement, including our Executive Chairman and Chief Financial Officer, asappropriate to allow timely decisions regarding required disclosure, and (2)effective, in that they provide reasonable assurance that information requiredto be disclosed by the Company in the reports that we file or submit under theExchange Act is recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules and forms.

 

There are inherent limitations to the effectiveness of any system ofdisclosure and internal controls, including the possibilities of faultyjudgments or mistakes by management, fraud, or the intentional circumvention ofcontrols by individual acts or the collusion of two or more people.  Accordingly, even an effective disclosure andinternal control system can provide only reasonable assurance with respect todisclosures and financial statement preparation.   See Item 8 “Anti-Trust Investigations andRelated Management Changes – Board Announcements”.

 

There have been no changes in the Company’s internal controls overfinancial reporting that occurred during the year that have materiallyaffected, or are reasonably likely to materially affect, the Company’s internalcontrols over financial reporting.

 

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**ITEM 19.   EXHIBITS**

 

The following exhibits are being filed aspart of this Amendment No. 2:

 

12.1  Certification to this Amendment No. 2 of the Registrant’s ExecutiveChairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

12.2  Certification to this Amendment No. 2 of the Registrant’s ExecutiveGeneral Manager, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of2002.*

 

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* Filed herewith.  

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 12 ofthe Securities Exchange Act of 1934, the Registrant certifies that it meets allof the requirements for filing on Form 20-F and has duly caused this amendmentto its Annual Report for the year ended June 30, 2004, to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|   |   AMCOR LIMITED                              |
|--------|--------------------------------------------------------|
|   |   (Registrant)                               |
|   |                                                   |
|   |                                                   |
|   |   /s/ W. Peter Day                           |
|   |   Name: W. Peter Day                         |
|   |   Title: Executive General  Manager, Finance |

Date: June 6, 2005

 

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