UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE




                                                              August 22, 2019

  Via E-Mail
  George Casey, Esq.
  Shearman & Sterling LLP
  599 Lexington Avenue
  New York, NY 10022

          Re:     Liberty Global plc
                  Schedule TO-I
                  Filed August 12, 2019, amended August 15, 2019
                  SEC File No. 005-87508

  Dear Mr. Casey:

          We have reviewed your filings and have the following comments.

         Please respond to this letter by amending your filing, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply 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 filing and the information you
provide in
  response to these comments, we may have additional comments.

  Schedule TO

  1.      We note that any shares tendered will be acquired from security
holders by the
          Counterparty Banks with their own funds. We also note that the
company does not have a
          unilateral obligation to purchase those shares from the Counterparty
Banks and that the
          Counterparty Banks do not have a unilateral obligation to sell those
shares to the
          company; thus, the Counterparty Banks may become significant company
security
          holders under the stated terms of the offer and the agreements
between the company and
          the Counterparty Banks. Finally, we note that the company will
"generally" make all
          decisions and determinations with respect to the offer, which
suggests that the company
          does not maintain full control over its offer; this is also reflected
in the language
          referenced in comment 6 below. Please include the Counterparty Banks
as bidders in the
          tender offer. Alternatively, provide us with your legal analysis
supporting your
          determination not to include the Counterparty Banks as bidders in the
tender offer. For
          guidance, refer to Rule 14d-1(g)(2), which defines the term "bidder"
as "any person who
          makes a tender offer or on whose behalf a tender offer is made," and
Section II.D.2 of the
 George Casey, Esq.
Shearman & Sterling LLP
August 22, 2019
Page 2

       Division of Corporation Finance's "Current Issues and Rulemaking
Projects Outline"
       (November 14, 2000; available on our web site at www.sec.gov). Note also
that each
       filing person must independently satisfy the filing, dissemination and
disclosure
       requirements of Schedule TO.

Offer to Exchange

Conditions of the Offer, page 51

2.     Refer to the disclosure in the first paragraph in this section. We
believe a tender offer
       may be conditioned on a variety of events and circumstances, provided
they are not
       within the direct or indirect control of the bidder, and are drafted
with sufficient
       specificity to allow for objective verification. In the paragraph we
cite, you reserve the
       right to terminate the offer even where a listed offer condition is
triggered by your own
       action or inaction. Please revise this language to comply with our
position.

3.     Please refer to the first condition on page 51. It appears that the
condition renders the
       offers illusory as the Counterparty Banks are obligated to acquire
tendered shares,
       regardless of your response to comment 1 above, and as such the
condition is within their
       control. Please revise.

4.     Refer to the penultimate condition (page 53). Please revise it to
disclose whether you are
       aware of any such approval, permit, etc.

5.     Similar to comment 3 above, your disclosure relating to your obligation
to accept and pay
       for tendered shares in the first full paragraph of page 53 appears to
render the offers
       illusory as the condition is within your control. Please revise.

6.     Refer to your statement on page 54 that "[a]ny determination by us or,
where applicable,
       the relevant Counterparty Bank concerning the events described above
will be final and
       binding on all parties." Please revise to disclose that security holders
may challenge the
       company's or a Counterparty Bank's determinations in a court of
competent jurisdiction.

Sources and Amount of Funds, page 55

7.     Please describe and quantify the "certain other costs" you may pay each
Counterparty
       Bank.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 George Casey, Esq.
Shearman & Sterling LLP
August 22, 2019
Page 3

      Please direct any questions to me at (202) 551-3619.

                                                         Sincerely,

                                                         /s/Daniel F. Duchovny
                                                         Daniel F. Duchovny
                                                         Special Counsel
                                                         Office of Mergers &
Acquisitions