UNITED STATESSECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549**

** **

**FORM 20-F/A**

**Amendment No. 1**

** **

**(Mark One)**

**o****                                ****REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**OR**

 

**ý****                                ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934**

 

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

 

**OR**

 

**o****                                ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ANDEXCHANGE ACT OF 1934**

 

**Commissionfile number: 0-18893**

 

**AMCOR LIMITED**

(Exact name of Registrant asspecified in its charter)

 

**New SouthWales, Australia**

(Jurisdiction of incorporationor organization)

 

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

(Address of principal executiveoffices)

 

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Securities registered or to beregistered pursuant 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 a reporting obligation pursuant to Section 15(d) ofthe Act:

**None**

 

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Indicate the number of outstanding shares of each of the issuer’sclasses of capital or common stock as of the close of the period covered by theannual report.

 

Ordinary Shares:         877,949,796

 

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Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing 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 |   | Item 18 ý |
|-----------|--------|----------------|

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1 on Form 20-F/A is being filedsolely to amend Item 15 of the Annual Report on Form 20-F of AmcorLimited (the “Company”) for the fiscal year ended June 30, 2004, which wasfiled on December 23, 2004.  Inconnection with this Amendment No. 1, the Company is including thecertifications required by Rule 13a-14(a) of the Securities andExchange 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 disclosuretherein in any way other than as required to reflect the amendment discussedabove. As a result, this Amendment continues to speak as of June 30, 2004.

 

**ITEM 15.  CONTROLS AND PROCEDURES**

 

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 Actof 1934, as amended, (the “Exchange Act”), our management, with theparticipation of the Executive Chairman and Chief Financial Officer, evaluatedthe effectiveness of the Company’s disclosure controls and procedures as at June 30,2004.  Based on that evaluation, theyhave concluded that, as at June 30, 2004, the Company’s disclosurecontrols and procedures were (1) designed to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is accumulated and communicated to our management, including our ExecutiveChairman and Chief Financial Officer, as appropriate to allow timely decisionsregarding required disclosure, and (2) effective, in that they providereasonable assurance that information required to be disclosed by the Companyin the reports that we file or submit under the Exchange Act is recorded,processed, summarized and reported within the time periods specified in the SEC’srules 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 followingexhibits are being filed as part of this Amendment No. 1:

 

12.1   Certification to this Amendment No. 1of the Registrant’s Executive Chairman pursuant to Section 302 of theSarbanes-Oxley Act of 2002.*

 

12.2   Certification to this Amendment No. 1of the Registrant’s Executive General Manager, Finance pursuant to Section 302of the Sarbanes-Oxley Act of 2002.*

 

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* Filedherewith.  

 

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**SIGNATURES**

 

Pursuant tothe requirements of Section 12 of the Securities Exchange Act of 1934, theRegistrant certifies that it meets all of the requirements for filing on Form 20-Fand has duly caused this amendment to its Annual Report for the year ended June 30,2004, to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                    | AMCOR LIMITED                             |
|-------------------------|-------------------------------------------|
|                    | (Registrant)                              |
|                    |                                      |
|                    |                                      |
|                    | /s/ W. Peter Day                          |
|                    | Name: W. Peter Day                        |
|                    | Title: Executive General Manager, Finance |
| Date: May 26, 2005 |                                      |

 

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