FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of February 2005

Amcor Limited

(Translation of registrant’s name into English)

679 Victoria Street Abbotsford

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ý Form 40-F  o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ý No  o

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- 0000869428

News Release

For Release: Thursday, February 17, 2005

AMCOR ANNOUNCES OPERATING PROFIT AFTER TAX UP 6.2% TO $199.4
MILLION

Amcor announces today that profit after tax and before significant items for the six months to December 31, 2004 was up 6.2% to $199.4 million against the prior comparative period of six months to December 31, 2003.  Significant items after tax were a loss of $35.6 million.

Earnings per share, pre significant items, increased 3.7% to 22.7 cents.

The interim dividend increased 6.3% from 16.0 cents per share to 17.0 cents per share with franking at 28%.

Cash flow generation remained strong and for the half was $458 million which was 52.1 cents per share.

Amcor’s Executive Chairman, Mr Chris Roberts said: “The 6% increase in profit was a satisfactory result in line with expectations and is consistent with our stated target of achieving 20% growth over a two year time frame.

Operating Divisions

“Amcor Australasia had another strong half with earnings up 7%, benefiting from ongoing cost reduction programs and improving operating efficiencies.

“The second glass furnace at the wine bottle plant in Gawler, South Australia successfully commenced operations ahead of schedule in December and this business continues to receive strong customer support.

“Amcor PET Packaging had a solid half with the business in North America achieving a better result than anticipated due to good growth in the custom market and a tight control on costs.  The Latin American operations had a very strong half, highlighted by a substantial improvement in the Brazilian operations.  This was offset by a poor performance in Europe where a cool summer, substantially lower volumes from a key strategic customer and a reduction in refillable PET bottles in Germany, meant that earnings were lower.

Amcor Limited ABN 62 000 017 372

679 Victoria Street Abbotsford Victoria 3067 Australia

GPO Box 1643N Melbourne Victoria 3001 Australia

Tel: 61 3 9226 9000 Fax: 61 3 9226 9050

www.amcor.com

“Earnings were up 13% at Amcor Flexibles.  This was achieved against a backdrop of rapidly rising raw material costs that had to be passed through to customers and the full period impact of the Rexam flexibles acquisition.

“The business has undertaken substantial restructuring and the benefits from this will become more evident in the second half.

“Amcor Sunclipse had an excellent half with earnings up 30%.  The business benefited from improved economic conditions in the US and a very strong performance from the corrugator division.

“Amcor Rentsch and Closures had a mixed result, with the tobacco packaging operations achieving higher earnings, helped by improved operating efficiencies at a number of plants, while the closures business was impacted by poor demand due to the cool summer.  The North American Bericap joint venture had another good half.

“Amcor Asia had a strong result with earnings up 15% mainly due to continuing good performance in both the tobacco packaging and flexibles operations.

“The difficulty of passing on rapidly rising raw material costs to our customers in a timely fashion has created challenging operating conditions for a number of the businesses.

“Across the group, these costs have generally been passed through with only modest impacts to earnings, however further cost increases are currently being implemented by a number of our suppliers and the challenge for the current half is to ensure that the focused and diligent approach to passing these through is maintained.

“The restructuring program in both the PET and flexibles businesses is now largely complete with six facilities closed and a reduction in headcount of over 800 employees.

“The benefits from this program were not evident in the first half, but are expected to be reflected in earnings going forward.”

ACCC

On November 23, 2004 Amcor announced that it had received information that led it to believe that its Australian business may have been involved in conduct which breaches competition laws.  The Company immediately informed the Australian Competition and Consumer Commission (“ACCC”) of the information received and informed the ACCC that it would provide full cooperation in any investigation which the ACCC may undertake.

The Company also notified the New Zealand Commerce Commission (“NZCC”) that the conduct may have involved breaches of competition laws in New Zealand and informed the NZCC that it would provide full cooperation in any investigation the NZCC may undertake.  The ACCC and the NZCC are investigating these matters.  The Company also initiated its own investigation of these matters.

The ACCC and NZCC investigations are not public, are ongoing and may continue for a considerable period of time.  Amcor will continue to provide its full cooperation.  In light of these investigations, Amcor is not able to make any comment in addition to the matters set out in today’s half-yearly

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financial statements, the Company’s Form 20-F filing with the SEC released on December 24, 2004 and the announcements made on November 23, 2004 and December 7, 2004.

Mr Chris Roberts, said: “In respect to the appointment of a new Managing Director, and as previously announced, the Board has appointed Egon Zehnder to assist in conducting a global search, including candidates both from within and external to the business.  The extensive process involved may take some time, however the Board is confident that the company remains strong and the established strategies across the businesses continue to be implemented.

“The focus on improving returns off the existing asset base continues and it is this focus that will be the primary driver in delivering the growth targets.”

ENDS

Reconciliation with Statutory Numbers in 4D release

(1)   The interest payment on the Perpetual Convertible Reset Securities (PACRS) is treated as an equity distribution for statutory profit; however, for market analysis purposes, Amcor elects to treat it as an interest expense and hence reduce the reported operating profit by $26.4 million.  The EPS remains unchanged, as under the accounting standards, even though it is required to be treated as an equity distribution in the reported profit, it is required to be treated as interest in the EPS calculation.

(2)   The significant items relate to the PET business restructuring and the Flexibles market sector rationalisation.

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News Release

For Release: Thursday, February 17, 2005

RESULTS FOR SIX MONTHS ENDED DECEMBER 31, 2004

(1)   Calculated after deducting the coupon payment of $26.4 million ($26.7 million last year) for the Perpetual Amcor Convertible Reset Securities (PACRS).

(2)   The significant items relate to the PET business restructuring and the Flexibles market sector rationalisation.

(3)   EPS calculated after deducting the PACRS coupon from profit after tax and before significant items.

Key Ratios

(1)   Convertible notes treated as debt.

(2)   All hybrids treated as debt.

HIGHLIGHTS

•      Profit after tax and pre significant items up 6.2% from $187.8 million to $199.4 million.

•      Earnings per share up 3.7% from 21.9 cents to 22.7 cents.

•      Returns measured as profit before interest, tax and goodwill amortisation (PBITA) to average funds invested remains at 11.0% which is above the company’s weighted average cost of capital of 9.2% pre tax.

•      Operating cash flow was $457.8 million representing 52.1 cents per share for the half.

•      The dividend increased 6.3% from 16.0 cents to 17.0 cents per share with franking at 28%.

•      The negative impact of the rising Australian dollar on the translation of overseas earnings was approximately $5.0 million profit after tax.

•      Amcor PET Packaging experienced good volume growth at 6.5% and a strong performance from the operations in Latin America, offset by weak demand in Europe.

•      Amcor Australasia continues to improve earnings and returns with PBITA up 7% and returns increasing from 17.7% to 19.3%.

•      Amcor Flexibles achieved solid earnings growth of 12.8% and has implemented substantial cost reduction programs.

•      Amcor Sunclipse achieved strong earnings growth of 30.0%

•      Amcor Asia achieved a good increase in earnings of 15%.

FIRST HALF EARNINGS PER SHARE

Amcor Limited ABN 62 000 017 372

679 Victoria Street Abbotsford Victoria 3067 Australia

GPO Box 1643N Melbourne Victoria 3001 Australia

Telephone: 61 3 9226 9000 Facsimile: 61 3 9226 9050

www.amcor.com

Consolidated Statement of Profit

Consolidated Cash Flow Statement

Consolidated Balance Sheet

Interim Dividend

Directors have declared an interim dividend of 17 cents per share, 28% franked at 30 cents in the dollar.  This compares with an interim dividend of 16 cents per share, 40% franked at 30 cents in the dollar for the previous year.  The record date is 2 March 2005 and the interim dividend will be paid on 23 March 2005.

The Dividend Reinvestment Plan (DRP) remains in operation with no discount.  The arithmetic average of the daily weighted average market price for the nine ASX business days March 4 to 17, 2005 inclusive will be used to calculate the share price at which the shares are issued.

Accounting Principles

The condensed financial statements are based on the accounts of controlled entities at December 31, which have been prepared according to Australian Generally Accepted Accounting Principles.

In line with statutory Australian GAAP, the Perpetual Amcor Convertible Reset Securities (PACRS) are treated as equity with distribution payments treated as an appropriation of profit.  The amount of PACRS distribution for July/December 2004 was $26.4 million ($26.7 million last year.)  In this presentation the distribution is treated as part of the net interest expense.

Significant Items

The net after tax significant items for the six months ended 31 December 2004 total is a $35.6 million loss.  There were no comparable items last year.

Significant items for July/December 2004 relate to the PET business integration and restructuring ($24.5 million) and Flexibles market sector rationalisation ($11.1 million).

Segmental Analysis

(Before significant items)

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Amcor PET Packaging had a solid first half with PBITA earnings in $US up 1.3% to US$84.4 million and return on average funds invested of 8.5%.

The business in Latin America had a strong half, in North America earnings were steady on last year, while in Europe earnings were lower.

Unit volumes were up 6.5% to 16.4 billion units, with strong growth in Latin America and a decline in volumes in Europe.  The custom segment including the higher margin custom containers and multilayer preforms grew by 6%.

In North America volumes grew by 2.3%.  Sales in the CSD and water market were steady with the same period last year, reflecting the strategy of ensuring that new capital is only employed where profits adequately reflect the cost of capital.

Custom container growth in North America was 7%.  New product offerings for the isotonic and juice markets, together with new operations co-located with key customers, have solidified Amcor’s leadership position in this segment.

Earnings for the North American business were steady, which is a better performance than had been expected.  The North American restructuring is proceeding well with four facilities now closed.

The impact from both the footprint restructuring and pricing initiatives is expected to be more evident in the second half.

In Latin America, volumes grew by 7% on a comparable business basis and 39% including the acquisitions of Arca in Mexico and the Alcoa PET operations.  Earnings for the region were up significantly, reflecting in particular the successful integration of the Alcoa PET business, as well as strong performances from most countries in the region.

In Mexico volumes exceeded expectations and earnings were higher although the ARCA integration is behind schedule.  In Brazil, the management team has successfully implemented a footprint and cost reduction program that resulted in an earning performance up significantly over the prior year.

While most of the growth in Latin America came in the still expanding CSD/water segments, custom volumes continue to play a significant role in the Latin American results.  New conversion opportunities in food and custom beverage products will impact results in the next half year.

In Europe, volumes were down 5%.  This had a significant impact on earnings which were substantially lower.  Volume comparisons to prior year are impacted by the extremes of an unseasonably hot summer in 2003 versus a cool 2004 summer.

There was also increased competitive activities from Eastern European converters.  Ongoing confusion generated by the recycling regulations in Germany has not helped the business and the higher margin refillable PET container volumes were down substantially over the prior year.

The custom business, in particular multilayer products including beer containers continues to deliver strong volume growth.  Additionally, the PET recycling facility in France continues its strong performance with earnings up significantly over the prior year.

The outlook for the second half of the year is positive.  Earnings are expected to exceed the first half due to the inherent seasonality of the business.

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Amcor Australasia had a good first half with sales rising 3.5% to $1,315 million and PBITA increasing 7.1% from $163 million to $174.6 million.  Return on funds invested continued to improve, increasing from 17.7% to 19.3%.

The Australasian business continues to take costs out and restructure its operations.  In this half a divisional restructure was implemented, reducing the number of divisions from six to five, being Fibre Packaging (including Cartons Converting), Paper & Board (including the Cartonboard Mill), Flexible Packaging (including Sacks & Functional Coatings), Rigid Packaging (including Metal Packaging, PET and Closures) and Glass.  This will reduce to four with Glass moving into the Rigid Packaging within 12 to 18 months.

One-off costs of restructuring for the period were offset by a profit on the sale of properties.  The resultant profit impact was a modest positive contribution and compares to a similar net profit impact of property sales and restructure costs last year.

In the Fibre Packaging segment, corrugated box volumes were down slightly.  In Australia volumes were adversely impacted by the drought affecting fruit and produce markets, a soft industrial segment and the increase in the use of returnable plastic crates, which were only partly offset by continued growth in the meat segment.  New Zealand volumes were adversely impacted by the loss of a major customer.  Carton volumes were up slightly, with gains in both Australia and New Zealand.  Earnings for the Fibre Packaging segment increased slightly, with sound control of costs and the full impact of benefits of previous restructuring.

The Paper & Board segment experienced lower volumes to Fibre Packaging and lower export tonnages in both Packaging Papers and Cartonboard.  Increased operating costs associated with a maintenence shutdown at the Botany Mill and the start up of the new wet end at the Cartonboard mill, added to the impact of lower volumes, and profit was down on the same period last year.

Sales volumes in the Flexibles Division increased modestly, with resin cost increases largely recovered.  With the increased volume and cost savings arising from the restructure of the NSW business, earnings increased.   The Functional Coatings business, now part of Flexibles, also experienced strong market conditions and earnings improvement.

In Rigid Packaging, earnings increased as most business segments experienced increased volumes.  The Beverage Can business achieved strong volume growth with particularly good growth in the carbonated soft drink multipacks and ready-to-drink segments.  Plant efficiencies also improved with the full benefit from changing over to the new 202 end.  Volumes in the Food Can business were lower with poor crops affecting canning but an improved sales mix, combined with further cost reductions, led to higher earnings.

The PET business continues to operate in a very competitive market and although some volume increase was achieved in New Zealand, poor efficiencies in the NZ plant led to reduced earnings.  Volumes in the Closures business increased, with good gains in plastic closures for carbonated soft drinks and earnings improved as a result.

The second furnace at Amcor Glass commenced operations ahead of schedule in December, and the additional capacity improved flexibility in satisfying increased demand.  This increased volume together with sound operating efficiencies, meant that the profit for the half was significantly up on last year.

Business conditions overall generally remain positive and higher earnings are anticipated for the full year result.

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Amcor Flexibles had a good first half with PBITA in Euro terms up 12.8% to €39.7 million.  Sales increased by 10.8% to €699 million.  Return on funds invested was maintained at 9.2%.

The key drivers in the profit improvement were a full period benefit from the Rexam medical flexible acquisition of October 2003 and the initial benefits from the substantial restructuring programme currently underway.

During the half, the plant in The Netherlands was closed and there was substantial progress in the restructure of the administration and marketing functions.  Significant items for the half were €8.8 million and it is anticipated that the total restructuring spend will be around €60 - €65 million.  The full year benefits of this programme are anticipated to be around €30 million, with a little under half of this amount realised in the current year.  At this stage 537 employees have left the business out of a projected total of 650, with the balance to be completed by April.

Across the division, raw material costs increased significantly and robust measures were put in place to recover these via increases in sale prices.  Although all parts of the business were diligent in their approach, there was some negative earnings impact due to the lag effect of some contracted volumes.

Further price increases have occurred, effective from January 2005, and recovery programmes are underway, although there is likely to be some impact in the third quarter.  It is unclear how prices will move going forward, but a process is firmly established to recover raw material cost increases and minimise the impact on margins.

Additionally the stronger euro negatively impacted margins on export volumes.

The Fresh Food sector had a solid first half with good growth across a number of segments.  The European Healthcare business had a satisfactory first half with a good contribution from the Rexam Medical Flexibles acquisition.  The Americas business continues to deliver good performances.

The Processed Food sector remains very competitive and the operational performance of some plants continues to be disappointing.  Detailed plans are in place to address the performance issues and much of the restructuring currently underway is targeted in this sector.

Construction of a new Russian facility remains on target to start up in the summer of 2005.

The overall outlook for the second half remains challenging, with the continuing need to recover raw material cost increases a priority, together with improved operational performance at a small number of plants.  Although economic conditions across much of continental Europe remain difficult, overall volume demand is showing some signs of recovery with forward order books improving and we have been successful in winning substantial new business in key markets.  It is fully expected that returns will continue to improve in the second half.

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Amcor Sunclipse sales in local currency terms were up 14.3% for the six months benefiting from both higher prices and increased volumes.  Although gross profit margins declined, particularly in the distribution business, earnings for the business were up 30.2% compared to the first half of last year and return on funds invested was 17.8%.

The business is divided into manufacturing and distribution.  Distribution includes all types of industrial packaging including flexible packaging and janitorial supplies.  Manufacturing produces corrugated sheets and converts them into boxes and is predominantly located in California.

The corrugated business had a strong first half with earnings well up on the same period last year.  Volumes for the half were up, although this was helped by a competitor who had a corrugator down for two months.  Market demand has generally been improving since March 2004.

Over the past 12 months there were two cost increases of around $50 per tonne, one in February 2004 and the other in June 2004.  These were both successfully recovered through price increases by the corrugated business.  Volumes are expected to remain solid for the balance of the year, but at a lower growth rate than for the first half.

The manufactured products group had a strong six months with increased costs substantially passed through to customers.  Earnings were significantly up on the same period last year with good improvement across most of the operations.  The business continues to work on its cost base and on managing capacity where appropriate to help improve margins.

Distribution consists of 36 operations across 14 states in the US and four in Mexico.  A distributor was acquired in New Jersey to further expand the footprint on the east coast.

The distribution business had a solid six months with volumes higher but lower margins due to the lag in passing through price increases across a broad range of products to customers.  Although the situation is starting to stabilise, there are still further cost increases expected in the plastic and resin based products.

With the present demand outlook earnings are expected to be higher in the second half than for the same period last year.

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Amcor Rentsch

Amcor Rentsch, which produces folding cartons principally for the tobacco industry, had a solid first half with higher earnings despite sales being 7% lower at €154.3 million.

The lower sales were a result of reduced consumption in Germany and France due to significant retail price increases driven by tax increases implemented in January 2004.

Both these markets experienced strong volumes in the first half of the previous year due to a bringing forward of orders pending the tax increase.

Profit improvement resulted from a lower cost structure following the closure of the plant in Dublin and improved alignment of the plant production with customer demand avoiding excessive transport costs and plant overtime penalties.

During this first half the business successfully started up the second press in Portugal and the fifth press in Russia and both are running profitably.

As a result of this fifth press all of Amcor’s Russian demand will now be produced at the Russian plant.  Competitors have also installed new capacity in Russia and this market is now well supplied locally.

The business continues to prepare for the introduction of graphic health warnings in response to new EU legislation.   This new legislation will benefit the leading suppliers, including Amcor Rentsch, who have the capability to manage this new level of product complexity.

The outlook for the balance of the year remains good and although sales will be lower, profit is expected to be higher.

Amcor Closures

The Closures business consists of 12 metal and plastic closures plants in 10 countries including the Bericap joint venture.

Sales for the Amcor Closures business were down 3% with profit also lower.

The Amcor Whitecap business had a difficult half with volumes down 5% mainly due to poor weather resulting in lower harvest yields.  Margins were also impacted by some unrecovered tinplate cost increases from January 1, 2004.

During the period several initiatives have been undertaken that will benefit earnings in the second half.  These include an announced price increase of 15% effective January 1, 2005 to recover a 20% tinplate cost increase announced for January 1 2005 as well as other raw material cost increases.  There has been good progress in implementing this cost increase for both contracted and uncontracted business.

The loss making plant in Hungary was closed in November with volumes transferred to other plants while the start up of the new innovative closure plant in the Philippines is now complete with the plant operating at full capacity.

A new Divisional General Manager and Finance Director have been appointed for the division following the resignations of the previous incumbents.  Also, management responsibility for the two Latin American plants was transferred to the PET Latin American management team from 1 July 2004.

The Bericap joint venture had a strong first half with sales up significantly.  Profit was higher although negatively impacted by the stronger Canadian dollar against the US dollar for those products exported from Canada to the US.

The outlook for the Closures operations is for an improved second half, helped considerably by the actions undertaken over the past six months.

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Amcor Asia had a good first half with PBITA up 15% to $19.8 million.  Sales increased 12% to $164 million and return on funds invested were 13.2%.

The increase in average funds invested of S$21 million was primarily due to the annualised effect of the Rexam Singapore plant purchased in October 2003 and an additional investment in tobacco packaging capacity.

The tobacco packaging business had a significant increase in earnings driven mainly by strong order books and a favourable product mix in the Singapore and Malaysian plants.

The flexibles business also delivered good growth, although most of this was due to the addition of the new plant in Singapore.

The corrugating business had a disappointing six months due to ongoing competitive pressures in the Malaysian and Indonesian markets.  Earnings for this segment were well down on the same period last year.  New management has been appointed in the Malaysian operations.

On 24 January 2005 Amcor acquired a 16.7% interest in Vision Grande Group Holdings Limited, a Hong Kong Public listed company with tobacco packaging manufacturing interests in China.

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AMCOR LIMITED

A.B.N. 62 000 017 372

HALF-YEAR REPORT

31 DECEMBER 2004

Directors’ report

The directors present their report together with the consolidated financial report for the half-year ended 31 December 2004 and the auditor’s review report thereon.

Directors

The directors of the company at any time during or since the end of the half-year are:

Review of Operations

A review of the operations of the consolidated entity during the half-year, and the results of those operations is contained in Amcor’s Statement to Stock Exchanges and Media dated 17 February 2005 (copy attached).

Lead Auditor’s Independence Declaration

A copy of the lead auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 3.

Rounding Off

The company is of a kind referred to in the Australian Securities and Investments Commission Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report have been rounded off to the nearest $100,000, or, where the amount is $50,000 or less, zero, unless stated to be otherwise.

In accordance with a resolution of the directors, dated at Melbourne, this 17th day of February 2005.

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Lead auditor’s independence declaration under Section 307C of the Corporations Act 2001

To the directors of Amcor Limited

I declare that, to the best of my knowledge and belief, in relation to the review for the half-year ended 31 December 2004 there have been:

(a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and

(b) no contravention of any applicable code of professional conduct in relation to the review.

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Amcor Limited and its controlled entities

Statement of financial performance

For the half-year ended 31 December 2004

The above consolidated statement of financial performance should be read in conjunction with the accompanying notes.

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Amcor Limited and its controlled entities

Statement of financial position

As at 31 December 2004

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

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Amcor Limited and its controlled entities

Statement of cash flows

For the half-year ended 31 December 2004