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CORRESPONDENCE

 July 30, 2024

Woodside Energy Group Ltd

VIA EDGAR

 ACN 004 898 962

United States Securities and Exchange Commission

Mia Yellagonga

Division of Corporate Finance

11 Mount Street

Office of Energy & Transportation 100 F Street, N.E.

Perth WA 6000

Washington, D.C. 20549

Australia

United States of America

 T: +61 8 9348 4000

www.woodside.com

 Attention: Sandra Wall and John Hodgin

Re:
 Woodside Energy Group Ltd

Form 20-F for the Fiscal Year Ended December 31, 2023

Filed February 27, 2024

File No. 001-41404

Dear Ms. Wall and Mr. Hodgin:

 I refer to your
letter, dated June 17, 2024, setting out comments of the Staff of the Securities and Exchange Commission (the “Staff” and the “Commission”) relating to the annual report on Form
20-F for the year ended December 31, 2023 (the “2023 Form 20-F”) of Woodside Energy Group Ltd (the “Company”,
“Woodside”, “we” or “our”).

 Woodside’s response to the Staff’s comments are set out below.
To assist in the Staff’s review, we have preceded our response with the text (in italics and bold type) of the comments as stated in your letter.

Form 20-F for the Fiscal Year Ended December 31, 2023

1.
 We note disclosure under the heading “International,” here and throughout your filing, which
appears to combine information for various individual countries. Please refer to the requirements for separate disclosure by geographic area in: Item 1201(d) of Regulation S- K relating to the disclosures
required in Items 1202 through 1208 and in FASB ASC 932- 235-50-6 through 6B relating to the disclosures required in FASB ASC 932-235-50-4 through 50-36, and revise your disclosures accordingly or tell us why a revision
is not needed.

 This comment applies to the following disclosures:

•

 Proved developed, proved undeveloped, and total proved reserves in Tables 1 and 2 on pages 48, 49, and
50

•

 Proved Undeveloped Reserves Reconciliation in Table 3 on page 51

•

 Capitalized costs on page A-1

•

 Costs incurred on page A-2

•

 Results of operations on page A-3

•

 Standardized measure on page A-4 and Changes therein on page A-5

•

 Volumes, Realized Prices and Operating Revenues By Product on pages
A-9

•

 Drilling and Other Exploratory and Development Activities and Present Development Activities on page A-15

•

 Oil and Gas Properties, Wells, Operations and Acreage and Delivery Commitments on page A-16

•

 Production, Average sales price, and Total average production cost on page
A-17

 -1-

 The Company respectfully advises the Staff that, as of December 31, 2023, the reserves of the assets
represented under the ‘International’ heading are approximately 25 percent of the Company’s total reserves expressed on an oil-equivalent-barrel basis, and no single country or asset
represented under the ‘International’ heading accounts for 15 percent or more of the Company’s total proved reserves.

 As described on
page 52 of the 2023 Form 20-F, the ‘International’ heading consists of assets in Trinidad and Tobago, Senegal, Mexico and the United States Gulf of Mexico. Our United States Gulf of Mexico
assets account for 291.6 MMboe (12 percent) of our total proved reserves. Trinidad and Tobago, Senegal, Mexico collectively account for 313.4 MMboe (13 percent) of our total proved reserves, with no single country accounting for more than eight
percent of our total proved reserves. Taking into account the Staff’s comment, the Company proposes to include additional detail similar to the following in the “Notes to the Reserves Statement” on the composition of the reserves
set out under the “International” heading, in its future filings, beginning with its annual report on Form 20-F for the year ending December 31, 2024 (the
“2024 Form 20-F”) (new language underlined and in bold):

16. ‘International’ consists of Trinidad and Tobago, Senegal, Mexico, and the United States Gulf of Mexico. The United States
Gulf of Mexico accounted for 291.6 MMboe, or 12 percent, of the Company’s total proved developed undeveloped reserves as at 31 December 2023 (net Woodside share).

The Company respectfully submits that disclosing the relevant information under a single heading of ‘International’ is “appropriate for
meaningful disclosure” given the Company’s current asset portfolio and remaining reserves. The Company will continue to monitor the reserves and production activities of assets under the ‘International’ heading to determine
if separate disclosure is required under Subpart 1200 of Regulation S-K or the Financial Accounting Standards Board’s Accounting Standards Update No. 2010-03,
Extractive Activities-Oil and Gas (Topic 932).

2.
 We note you do not provide an explanation for the significant change in total proved reserves for the
year ended December 31, 2021 relating to extensions and discoveries. Please expand your disclosure to explain the reasons for significant changes in the net quantities of total proved reserves for each line in the reserves reconciliation, other
than production, for each period presented. Refer to FASB ASC 932-235-50-5 and Instruction 1 to Item 302(b) of Regulation S-K.

 The Company respectfully acknowledges the Staff’s comment and advises the Staff
that the change in the Company’s total proved reserves for the year ended December 31, 2021, relating to extensions and discoveries was primarily attributable to the first time booking of the Scarborough project (901.9 MMboe, Australia)
and the Sangomar project (81.2 MMboe, International).

 The Company also acknowledges the Staff’s comment to expand the disclosure to explain reasons
for changes in each line of the reserves reconciliation. For the year ended December 31, 2021, revisions increased proved reserves by 39.5 MMboe primarily due to improved production performance in Pluto (+46.6 MMboe) that was offset by poorer
than expected production performance in the North West Shelf (-7.4 MMboe).

 The Company also respectfully notes
that the 2023 Form 20-F includes explanations for significant changes in proved reserves across all categories (including Extensions and Discoveries) for the years ended December 31, 2022 and 2023. In
future filings, the Company will continue to include explanations in disclosure for significant changes in the net quantities of total proved reserves for each line in the reserves reconciliation, other than production, for each period presented.

 -2-

3.
 Please disclose if all proved undeveloped reserves (other than PUDs associated with Julimar-Brunello) are scheduled to be fully developed within five years of initial booking.

The Company respectfully acknowledges the Staff’s comment and notes that it has disclosed on page 50 of the 2023
Form 20-F the reasons why certain proved undeveloped reserves have remained undeveloped for five years or more after initial disclosure in accordance with the disclosure requirements in Item 1203(d)
of Regulation S-K.

 Taking into account the Staff’s comment, however, the Company proposes to include
disclosure similar to the following, in its future filings, beginning with its 2024 Form 20-F (new language underlined and in bold):

Only undeveloped reserves in Julimar Brunello have remained undeveloped for longer than five years from the dates they were
initially reported and are expected to be developed in a phased manner to meet long-term contractual commitments. The project is included in the company business plan, demonstrating the intent to proceed with the development.

As of December 31, 2023, approximately 89 percent of the Company’s proved undeveloped
reserves are scheduled to be developed within five years of initial disclosure. The remaining proved undeveloped reserves (approximately 11 percent) are associated with large and complex capital investment projects, which are scheduled to be
developed beyond five years from initial disclosure primarily due to facility ullage constraints and scheduled offshore drilling campaigns. The Company is committed to these projects and continues to actively progress the development of these
volumes.

 During 2023, Woodside spent $5.3 billion on development activities worldwide. Of this amount, $4.7 billion was
spent progressing the conversion of proved undeveloped reserves for projects where development status was achieved in 2023 or is expected to be achieved when development is completed in the future.

4.
 You disclose your reserves evaluation used the unweighted average first-day-of-the-month market prices for the previous 12-months as prescribed by the
SEC. Please consider expanding your disclosure to provide the actual SEC benchmark prices.

 The Company respectfully
acknowledges the Staff’s comment and submits that the market prices used to determine the Company’s reserves evaluation are consistent with the requirements under Subpart 1200 to Regulation S-K and
the Financial Accounting Standards Board’s Accounting Standards Update No. 2010-03, Extractive Activities-Oil and Gas (Topic 932).

5.
 Please expand your disclosure on page A-9 to explain the
differences between “Production volumes” and “Sales volumes,” and to explain any differences with the disclosures of “Production volumes” and “Average sales prices” on page
A-17.

 The Company respectfully acknowledges the Staff’s comment. In future
filings, beginning with the 2024 Form 20-F, the Company will expand the disclosure to include additional commentary on the differences between sales and production volumes.

Sales volumes disclosed on page A-9 of the 2023 Form 20-F include purchased
volumes sourced from third parties. Sales figures excluding third party purchased volumes differ from production volumes primarily due to the timing of liftings.

Production volumes disclosed on page A-9 of the 2023 Form 20-F include
production from feed gas purchased from Pluto non-operating participants and processed through the Pluto to Karratha Gas Plant (i.e. Pluto-KGP) interconnector. These
volumes are excluded from the production volumes disclosed by geographic area on page A-17 of the 2023 Form 20-F. Average realized prices disclosed on page A-9 of the 2023 Form 20-F vary from those on page A-17 as a result of the inclusion of third-party purchased volumes on page A-9.

 -3-

 Set forth below for the Staff’s reference is a presentation of the expanded disclosure by reference to
the 2023 Form 20-F (new language underlined and in bold):

 VOLUMES, REALISED PRICES AND OPERATING REVENUES BY
PRODUCT

 The following describes movements in Woodside’s operating revenues including a discussion of production volumes, sales volumes and
realised prices for the years ended 31 December 2023, 2022 and 2021.

Units

2023

2022

2021

Production volumes1

 LNG

Bcf

505.0

485.1

403.6

 Pipeline gas

Bcf

226.3

163.0

14.3

 Crude oil and condensate

MMbbl

51.8

38.7

17.3

 NGLs

MMbbl

7.1

5.3

0.5

 Total production volumes2

MMboe

187.2

157.7

91.1

Sales volumes3 4

 LNG

Bcf

595.7

550.6

519.8

 Pipeline gas

Bcf

225.7

161.9

14.3

 Crude oil and condensate

MMbbl

50.3

39.3

17.2

 NGLs

MMbbl

7.1

4.6

0.7

 Total sales
volumes2

MMboe

201.5

168.9

111.6

Units

2023

2022

2021

Average realised prices4

 LNG

$/Mcf

13.7

20.5

10.3

 Pipeline gas

$/Mcf

6.1

8.4

3.0

 Crude oil and condensate

$/bbl

79.0

95.8

76.4

 NGLs

$/bbl

39.5

44.4

82.4

 Volume - weighted average

$/boe

68.6

98.4

60.7

Operating revenue3 4

 LNG

$m

8,165

11,289

5,359

 Pipeline gas

$m

1,374

1,362

43

 Crude oil and condensate

$m

3,981

3,758

1,316

 NGLs

$m

281

206

60

 Other revenue

$m

193

202

184

 Operating revenue

$m

13,994

16,817

6,962

1
 Production volumes for 2023, 2022 and 2021 include 1.1 MMboe, 0.9 MMboe and 0.0 MMboe,
respectively, of production from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector.

2
 LNG and Pipeline gas volumes are converted to oil equivalent volumes via a constant conversion
factor, which for Woodside is 5.7 billion cubic feet (Bcf) of gas per 1 million barrel of oil equivalent (MMboe). Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio.

3
 Sales volumes for 2023, 2022 and 2021 include 15.6 MMboe, 14.7 MMboe and 21.8 MMboe, respectively,
of purchased volumes sourced from third parties. These third-party volumes are primarily LNG cargoes purchased from Corpus Christi LNG through a long-term offtake agreement and from the spot market. Sales volumes also include feed gas purchased from
Pluto non-operating participants processed through the Pluto-KGP Interconnector.

4
 Sales volumes differ from production volumes primarily due to the timing of liftings and the exclusion of
third-party purchased volumes. Average realised prices and operating revenue include third-party purchased volumes.

6.
 Please expand your disclosure to identify if there are any proved undeveloped reserves associated with
the near-term expiring acreage.

 The Company respectfully acknowledges the Staff’s comment and confirms that no proved
undeveloped reserves are associated with the near-term expiring acreage. In future filings, beginning with our 2024 Form 20-F, the Company will expand the disclosure to identify if there are any proved
undeveloped reserves associated with the expiring acreage. Set forth below for the Staff’s reference is a presentation of the expanded disclosure by reference to the 2023 Form 20-F (new language
underlined and in bold):

 -4-

 Woodside has initiated exits from our Myanmar, Peru and Ireland positions, totalling
approximately 8,426 thousand acres gross (3,670 thousand acres net). Approximately 248 thousand acres gross (200 thousand acres net), 1,333 thousand acres gross (615 thousand acres net) and 784 thousand acres gross
(452 thousand acres net) of undeveloped acreage will expire in the years ending 31 December 2024, 2025 and 2026 respectively if Woodside does not establish production or take any other action to extend the terms of the licences and
concessions. There are no proved undeveloped reserves associated with the near-term expiring acreage.

7.
 Please expand your presentation to additionally disclose production, by final product sold, for each
field or operational area that contains 15% or more of your total proved reserves for each period presented. Refer to the disclosure requirements in Item 1204(a) of Regulation S-K and the definition of a field
in Rule 4-10(a)(15) of Regulation S-X.

 The
Company respectfully acknowledges the Staff’s comment and advises the Staff that only one field (Scarborough) contained 15 percent or more of the Company’s total proved reserves expressed on an
oil-equivalent-barrels basis for fiscal years ended December 31, 2021, 2022 and 2023. Scarborough is currently under development and has not started production. The Company will separately include the
production (by final product sold, of oil, gas, and other products) of each country and field that contains 15% or more of the Company’s total proved reserves expressed on an oil-equivalent-barrels basis
unless prohibited by the country in which the reserves are located.

8.
 Please expand or modify your disclosure of LNG and Pipeline gas to provide the production volumes and
average sales prices in terms of MMcf per unit of gas produced. Refer to the disclosure requirements in Items 1204(a) and (b)(1) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. In future filings, beginning with the 2024
Form 20-F, the Company will expand the disclosure to provide the gas production volumes in terms of billion cubic feet (Bcf) and average gas sales prices in terms of US dollar per thousand cubic feet (US$
per Mcf). Set forth below for the Staff’s reference is an expanded disclosure by reference to the 2023 Form 20-F that will be adopted for future filings (new language underlined and in bold):

PRODUCTION

 The following table details production by
product