SecProbe.io

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 June 16, 2025

Michael Garrett
Vice President of Accounting and Controller
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242

 Re: Diversified Energy Co PLC
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-41870
Dear Michael Garrett:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 6, 2025

 Via EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Natural Resources
 100 F Street, NE
 Washington, D.C. 20549-3561

 Attn:

 Brian McAllister

 Kimberly Calder
 Sandra Wall
 John Hodgin

 Re:

 Diversified Energy Co PLC

 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-41870

 Ladies and Gentlemen:

 This letter sets forth the responses of Diversified Energy Co PLC (“ DEC ”, the “ Company ,” or “ we ”) to the comments received from the staff of the Division of Corporation Finance (the “ Staff ”)
 of the Securities and Exchange Commission by letter dated May 22, 2025 (the “ Comment Letter ”) with respect to DEC’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024
 (File No. 001-41870) filed with the Commission on March 17, 2025 (the “ Form 20-F ”).

 For the Staff’s convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and provided our responses below each such comment.

 Form 20-F for the Fiscal Year ended December 31, 2024

 Key Facts for 2024, page 4

 1.

 We note that PV-10 is not calculated in accordance with IFRS and is disclosed to be an alternative performance measure on page 152. Please revise to include the reference (a)
 for the information on how this metric is calculated and reconciled to the most directly comparable IFRS measure.

 Response : The Company respectfully acknowledges the Staff’s comment.  In response to the Staff’s comment, the Company will disclose in future filings that PV-10 is calculated
 as the present value of estimated future natural gas and oil revenues, net of forecasted direct expenses, and discounted at an annual rate of 10%. The calculation does not consider income taxes and utilizes an SEC pricing assumption for the year
 ended December 31, 2024. Additionally, we respectfully direct the Staff to pages 8 and 152 of the Form 20-F for a reconciliation of PV-10 to the standardized measure and note that the standardized measure was prepared in accordance with the
 requirements in ASC 932.

 Our Business
 Reserve Data
 Summary of Reserves, page 8

 2.

 Please expand the proved reserve tables on pages 8, 10 and 145 to include a footnote to clarify the basis for converting oil and NGL volumes to natural gas equivalent volumes
 (e.g. the number of standard cubic feet of natural gas per one barrel of oil). Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.

 In addition, please include a similar footnote with the tables presenting production on pages 13, 21, and 145.

 Response : The Company respectfully acknowledges the Staff’s comment and, in future filings, will add a footnote to such tables to clarify that the basis for converting oil and
 NGL volumes to natural gas equivalent volumes (MMcfe) is determined by using the ratio of one Bbl of oil or NGLs to six Mcf of natural gas. The Company also directs the Staff to the definition of “Boe” on page 160 of the Form 20-F, which reflects
 that the basis for converting oil and NGL volumes to natural gas equivalent volumes is determined by using the ratio of one Bbl of oil or NGLs to six Mcf of natural gas.

 Proved Reserves, page 9

 3.

 We note the Extensions and Discoveries during 2023 and 2024 are explained as adjustments “due to well assignments recorded in the accounting actuals.” Please expand your
 explanation to clarify why these adjustments are not considered as revisions in previous estimates. Refer to the disclosure requirements in FASB ASC 932-235-50-5.

 Response : The Company respectfully acknowledges the Staff’s comment. The adjustments “due to well assignments recorded in the accounting actuals” disclosed in the Form 20-F are
 the result of first-time activity on existing resources and are not adjustments or revisions to previous estimates. The Company notes that the amounts of these adjustments were immaterial, representing 0.02% and 0.03% of total proved reserves as of
 the beginning of the 2023 and 2024 periods, respectively. As a result, the Company believes that no expanded disclosure is required for these adjustments and plans to remove the explanations to these adjustments in future applicable filings.

 Proved Undeveloped Reserves, page 10

 4.

 Please expand your discussion of the changes due to conversions to include the dollar amount of capital incurred to convert proved undeveloped reserves to proved developed
 reserves. Refer to the disclosure requirements in Item 1203(c) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff’s comment. Capital costs incurred to convert proved undeveloped reserves to proved developed reserves were
 approximately $12.7 million, $0, and $7.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. The Company will disclose the dollar amount of capital incurred to convert proved undeveloped reserves to proved developed reserves
 in future applicable filings.

 Reserve Data
 Significant Fields, page 13

 5.

 You disclose total production for the Appalachian Region because you determined it is considered significant or greater than 15% of total proved reserves. Please tell us how
 you also comply with the disclosure requirements at Item 1204(b) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will include in future applicable filings disclosure of the average
 sales price per unit by commodity type and the average production costs per unit of production for the Appalachia Region for three years in accordance with Item 1204(b) of Regulation S-K. The following table presents the average realized sales prices
 and operating costs per unit for the Appalachia Region for the three years ended December 31, 2024:

 Year Ended

 APPALACHIA

 December 31, 2024

 December 31, 2023

 December 31, 2022

 Average realized sales price

 (excluding impact of derivatives settled in cash)

 Natural gas (Mcf)

 $

 2.12

 $

 2.31

 $

 6.10

 NGLs (Bbls)

 24.07

 21.58

 36.01

 Oil (Bbls)

 72.61

 74.81

 87.20

 Total (Mcfe)

 $

 2.47

 $

 2.57

 $

 6.20

 Average realized sales price

 (including impact of derivatives settled in cash)

 Natural gas (Mcf)

 $

 2.79

 $

 3.01

 $

 3.04

 NGLs (Bbls)

 23.22

 23.40

 19.56

 Oil (Bbls)

 67.44

 67.79

 69.35

 Total (Mcfe)

 $

 3.04

 $

 3.20

 $

 3.16

 Operating costs per Mcfe

 LOE

 $

 0.59

 $

 0.56

 $

 0.51

 Midstream operating expense

 0.40

 0.35

 0.33

 Transportation expense

 0.29

 0.29

 0.31

 Total operating expense per Mcfe

 $

 1.28

 $

 1.20

 $

 1.15

 Supplemental Natural Gas & Oil Information (Unaudited)
 Estimated Reserves, page 145

 6.

 Please expand the tabular presentation of proved developed and proved undeveloped reserves by individual product type on page 146 to provide the net quantities at the beginning
 of the initial year shown in the reserves reconciliation, e.g. December 31, 2021. Refer to the disclosure requirements in FASB ASC 932-235-50-4.

 Response : The Company respectfully acknowledges the Staff’s comment and will provide the initial year for each of the three years of reconciliations of proved developed and
 proved undeveloped reserves in future applicable filings, as set out in the example below for the three years ended December 31, 2024.

 Natural Gas

 NGLs

 Oil

 Total

 (MMcf)

 (MBbls)

 (MBbls)

 (MMcfe)

 Total proved reserves as of:

 December 31, 2021

 4,009,037

 89,080

 14,252

 4,629,029

 December 31, 2022

 4,349,611

 101,931

 14,830

 5,050,177

 December 31, 2023

 3,200,044

 95,701

 12,616

 3,849,946

 December 31, 2024

 2,895,619

 103,471

 18,524

 3,627,589

 Total proved developed reserves as of:

 December 31, 2021

 4,008,160

 89,071

 13,823

 4,625,524

 December 31, 2022

 4,340,779

 101,931

 14,830

 5,041,345

 December 31, 2023

 3,184,499

 94,391

 12,380

 3,825,125

 December 31, 2024

 2,895,619

 103,471

 18,524

 3,627,589

 Total proved undeveloped reserves as of:

 December 31, 2021

 877

 9

 429

 3,505

 December 31, 2022

 8,832

 —

 —

 8,832

 December 31, 2023

 15,545

 1,310

 236

 24,821

 December 31, 2024

 —

 —

 —

 —

 Standardized Measure of Discounted Future Net Cash Flows, page 146

 7.

 We note your standardized measure calculation, as of December 31, 2024, includes a positive 10% annual discount value of $253.1 million. This calculation creates a standardized
 measure of $1,396.9 million which is higher than the presented value for future net cash flows of $1,143.8 million. Please review and revise if necessary, here and elsewhere in your filing, to remove the inconsistency or expand your
 disclosure to explain the circumstances resulting in the positive 10% discount adjustment. Refer to the disclosure requirements in FASB ASC 932-235-50-31 and 50-36.

 Response : The Company respectfully acknowledges the Staff’s comment. The positive 10% annual discount of $253.1 million reflected in the standardized measure calculation is
 driven by the Company’s estimated future abandonment costs. As the anticipated timing of the majority of these abandonment costs is many years in the future, these costs have a much larger impact on the undiscounted future net cash flows as compared
 to their impact when discounting is applied. Due to this fact, as well as lower future cash inflows as a result of relatively lower 2024 SEC pricing, the undiscounted future net cash flows were lower than the discounted standardized measure for the
 year ended December 31, 2024. This results in the positive 10% discount adjustment. Refer to the illustrative table in the Company’s response to Comment #10. below for additional clarification. In future applicable filings to the extent the
 undiscounted future net cash flows are lower than the discounted standardized measure, the Company will include expanded disclosure to explain the circumstances resulting in the positive 10% discount adjustment.

 Alternative Performance Measures, page 150

 8.

 We note your presentation includes the measures Pro forma adjusted EBITDA and Net-debt-to-pro forma adjusted EBITDA. Pleas revise to provide the disclosures and presentation
 requirements to comply with Article 11 of Regulation S-X and Question 100.05 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 Response : The Company respectfully acknowledges the Staff’s comment. Pro forma adjusted EBITDA includes adjustments to pro forma the results of certain entities acquired by the
 Company in 2023 and 2024 for the full twelve months of their respective operations as management believes it is helpful to investors to evaluate the Company’s adjusted EBITDA and net-debt-to-adjusted EBITDA on a pro forma basis to give effect to the
 acquisitions. To the extent the Company discloses non-IFRS measures on a pro forma basis in the future, the Company will comply with this comment in future applicable filings.

 9.

 We refer you to PV-10 presented on page 152. Please include a footnote that provides a description of why the adjustment for PV of taxes differs from the amounts presented as
 future income tax expense used to determine the standardized measure presented on page 147.

 Response : The Company respectfully acknowledges the Staff’s comment. The adjustment for PV of taxes on page 152 of the Form 20-F is a discounted amount, while the future income
 tax expense used to determine the standardized measure presented on page 147 of the Form 20-F is undiscounted. The Company will adjust the heading for the total “Future net cash flows” in the standardize measure calculation to “Undiscounted future
 net cash flows” in future applicable filings.

 PV-10, page 152

 10.

 The PV-10 value presented of $1,591.8 million is higher than the total undiscounted future net cash flows of $1,447.7 million (before future income tax expenses) in the
 standardized measure calculation on page 147. If correct, please provide us a detailed explanation. Please review and revise if necessary, here and elsewhere in your filing, to remove the inconsistency or expand your disclosure to explain the
 circumstances resulting in the pre-tax PV-10 value of $1,591.8 million for the year ended December 31, 2024. This comment also applies to the disclosure in Exhibit 15.3.

 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that the PV-10 and undiscounted future net cash flows values are correct in the Form
 20-F. The PV-10 value is higher than the total undiscounted future net cash flows due to the Company’s estimated future abandonment costs associated with proved reserves. As the anticipated timing of the majority of these abandonment costs is many
 years in the future, these costs have a much larger impact on the undiscounted future net cash flows as compared to their impact when discounting is applied. Due to this fact, as well as relatively lower 2024 SEC pricing, the undiscounted future net
 cash flows were lower than the discounted pre-tax PV-10 value for the year ended December 31, 2024. In future applicable filings to the extent the PV-10 value is higher than the total undiscounted future net cash flows, the Company will include
 expanded disclosure to explain the circumstances resulting in this situation. For illustrative purposes, please refer to the table below, which reflects the impact of the Company’s estimated future abandonment costs on the PV-10 and undiscounted
 future net cash flows values for the year ended December 31, 2024:

 Net Reserves

 Future Net Cash Flows
 (M$)

 Oil (MBBL)

 NGL (MBBL)

 Gas (MMCF)

 Oil
 Equivalent
 (MBOE)

 Total

 Present
 Value at
 10%

 Total

 Proved Developed Producing

 18,524.2

 103,471.4

 2,895,619.6

 604,598.9

 3,912,957.3

 1,757,032.6

 Estimated Future Abandonment Costs

 -

 -

 -

 -

 (2,465,291.1

 )

 (165,261.0

 )

 Future Net Reserves and Cash Flows

 18,524.2

 103,471.4

 2,895,619.6

 604,598.9

 1,447,666.2

 1,591,771.6

 * * * * *

 If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Michael Garrett at 205-408-0909 or Hillary H. Holmes of
 Gibson, Dunn & Crutcher LLP at (346) 718-6602.

 Very truly yours,

  /s/ Bradley G. Gray

 Bradley G. Gray

 Chief Financial Officer

 Cc:

 Michael Garrett, Diversified Energy Co PLC

 Ben Sullivan, Diversified Energy Co PLC
 Hillary H. Holmes, Gibson, Dunn & Crutcher LLP
 Nathan S. Rice, PricewaterhouseCoopers LLP

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 May 22, 2025

Michael Garrett, CPA
Vice President of Accounting and Controller
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242

 Re: Diversified Energy Co PLC
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-41870
Dear Michael Garrett, CPA:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year ended December 31, 2024
Key Facts for 2024, page 4

1. We note that PV-10 is not calculated in accordance with IFRS and is
disclosed to be
 an alternative performance measure on page 152. Please revise to include
the
 reference (a) for the information on how this metric is calculated and
reconciled to the
 most directly comparable IFRS measure.
Our Business
Reserve Data
Summary of Reserves, page 8

2. Please expand the proved reserve tables on pages 8, 10 and 145 to
include a footnote
 to clarify the basis for converting oil and NGL volumes to natural gas
equivalent
 volumes (e.g. the number of standard cubic feet of natural gas per one
barrel of oil).
 Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.

 In addition, please include a similar footnote with the tables
presenting production on
 May 22, 2025
Page 2

 pages 13, 21, and 145.
Proved Reserves, page 9

3. We note the Extensions and Discoveries during 2023 and 2024 are
explained as
 adjustments due to well assignments recorded in the accounting
actuals. Please
 expand your explanation to clarify why these adjustments are not
considered as
 revisions in previous estimates. Refer to the disclosure requirements in
FASB ASC
 932-235-50-5.
Proved Undeveloped Reserves, page 10

4. Please expand your discussion of the changes due to conversions to
include the dollar
 amount of capital incurred to convert proved undeveloped reserves to
proved
 developed reserves. Refer to the disclosure requirements in Item 1203(c)
of
 Regulation S-K.
Reserve Data
Significant Fields, page 13

5. You disclose total production for the Appalachian Region because you
determined it
 is considered significant or greater than 15% of total proved reserves.
Please tell us
 how you also comply with the disclosure requirements at Item 1204(b) of
Regulation
 S-K.
Supplemental Natural Gas & Oil Information (Unaudited)
Estimated Reserves, page 145

6. Please expand the tabular presentation of proved developed and proved
undeveloped
 reserves by individual product type on page 146 to provide the net
quantities at the
 beginning of the initial year shown in the reserves reconciliation, e.g.
December 31,
 2021. Refer to the disclosure requirements in FASB ASC 932-235-50-4.
Standardized Measure of Discounted Future Net Cash Flows, page 146

7. We note your standardized measure calculation, as of December 31, 2024,
includes a
 positive 10% annual discount value of $253.1 million. This calculation
creates a
 standardized measure of $1,396.9 million which is higher than the
presented value for
 future net cash flows of $1,143.8 million. Please review and revise if
necessary, here
 and elsewhere in your filing, to remove the inconsistency or expand your
disclosure to
 explain the circumstances resulting in the positive 10% discount
adjustment. Refer to
 the disclosure requirements in FASB ASC 932-235-50-31 and 50-36.
Alternative Performance Measures, page 150

8. We note your presentation includes the measures Pro forma adjusted
EBITDA and
 Net-debt-to-pro forma adjusted EBITDA. Pleas revise to provide the
disclosures and
 presentation requirements to comply with Article 11 of Regulation S-X
and Question
 100.05 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial
 Measures.
 May 22, 2025
Page 3
9. We refer you to PV-10 presented on page 152. Please include a footnote
that provides
 a description of why the adjustment for PV of taxes differs from the
amounts
 presented as future income tax expense used to determine the
standardized measure
 presented on page 147.
PV-10, page 152

10. The PV-10 value presented of $1,591.8 million is higher than the total
undiscounted
 future net cash flows of $1,447.7 million (before future income tax
expenses) in the
 standardized measure calculation on page 147. If correct, please provide
us a detailed
 explanation. Please review and revise if necessary, here and elsewhere
in your filing,
 to remove the inconsistency or expand your disclosure to explain the
circumstances
 resulting in the pre-tax PV-10 value of $1,591.8 million for the year
ended December
 31, 2024. This comment also applies to the disclosure in Exhibit 15.3.

 We remind you the company and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of
action by the staff.

 Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at
202-551-3701
if you have questions regarding comments on the financial statements and
related matters.
Please contact Sandra Wall, Petroleum Engineer, at 202-551-4727 or John Hodgin,
Petroleum
Engineer, at 202-551-3699 with questions regarding the engineering comments.
Please
contact Brad Skinner, Office Chief, at 202-551-3489 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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CORRESP
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    DIVERSIFIED ENERGY COMPANY PLC

    1600 Corporate Drive

    Birmingham, Alabama 35242

    VIA EDGAR

    September 9, 2024

    United States Securities and Exchange Commission

      Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

        Washington, D.C. 20549

          Re:

            Diversified Energy Company PLC

              Registration Statement on Form F-1 (File No. 333-281669)

    To Whom it May Concern:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Diversified Energy Company PLC (the “Company”)
      hereby requests that the effective date of the above‑referenced registration statement (the “Registration Statement”) be accelerated to September 11, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside
      counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

    Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP,
      by calling Hillary H. Holmes at (346) 718-6602.

            Sincerely,

            DIVERSIFIED ENERGY COMPANY PLC

            /s/ Robert Russell Hutson, Jr.

            Chief Executive Officer

          cc:

            Ben Sullivan, Diversified Energy Company PLC

              Hillary H. Holmes, Gibson, Dunn & Crutcher LLP

August 28, 2024
Robert Russell (“Rusty”) Hutson, Jr.
Chief Executive Officer
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, AL 35242
Re:Diversified Energy Co PLC
Registration Statement on Form F-1
Filed August 20, 2024
File No. 333-281669
Dear Robert Russell (“Rusty”) Hutson, Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Hillary Holmes

United States securities and exchange commission logo
March 14, 2024
Bradley Gray
Chief Financial Officer
Diversified Energy Company plc
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Schedule TO-I filed February 26, 2024
File No. 005-94334
Dear Bradley Gray:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter by providing the requested information or advise us as soon
as possible when you will respond. If you do not believe a comment applies to your facts and
circumstances, please tell us why in your response.
            After reviewing your response to our letter, we may have additional comments.
General
1.As reiterated to counsel and representatives of the Company, due to the limitation on
participation in the Tender Offer, the Tender Offer does not comply with the all-holders
requirement of Rule 13e-4(f)(8)(i), which requires that the Tender Offer be open to all
target security holders, rather than just record holders. Refer to footnote 35 of Exchange
Act Release No. 23421 (July 11, 1986). In addition to this fundamental issue with the
structure of the Tender Offer, we are providing herein additional comments relating to
elements of the disclosure in the offer materials.
2.As currently structured, the Offer contemplates fixing the purchase price for the subject
securities on the business day prior to the expiration date. Thus, the material terms of the
Offer will be unknown until the business day prior to expiration. We refer to Item 4 of
Schedule TO and corresponding Item 1004 of Regulation M-A. Referencing prior no-
action letters, staff interpretative positions and any relevant facts unique to your Offer,
please provide an analysis of how your Offer is in compliance with Rules 13e-4(f)(1)(ii)
and 14e-1(b).
3.It appears you have not provided the pro forma financial information required by Item
1010(b) of Regulation M-A. Please explain why you do not believe that pro forma

 FirstName LastNameBradley Gray
 Comapany NameDiversified Energy Company plc
 March 14, 2024 Page 2
 FirstName LastNameBradley Gray
Diversified Energy Company plc
March 14, 2024
Page 2
financial information is material in the context of this Offer, or revise to provide it in the
amended offer materials.
4.Revise to explain what you mean by the statement in several places in the offer materials
that: "All Share purchase transactions by Stifel will be carried out on the London Stock
Exchange only."
Letter from the Chairman, page 6
5.Revise to state with greater specificity the purpose of the Offer, which we understand
extends beyond the matters discussed in the Letter from the Chairman. Refer to Item 6 of
Schedule TO and Item 1006(a) of Regulation M-A.
Terms of the Tender Offer, page 12
6.We note your disclosure that “the Company will not be required to accept for payment,
purchase or pay for any Shares tendered … if prior to the Closing Date … the total
number of Shares purchased pursuant to the Tender Price is more than 3,881,238 Shares.”
We note, however, that it does not appear that purchases would occur prior to the Closing
Date, as of which time all offer conditions must be satisfied or waived. Please revise or
advise.
7.We note your disclosure on page 15 that (emphasis added) “Shareholders who submit a
valid TTE instruction in respect of the Tender Offer will be deemed to have irrevocably
waived their right to receive their respective Entitlement.” Please revise to clarify whether
shareholders who tender and agree to forego their Entitlement but later withdraw their
tenders will have their Entitlement to the Q323 Dividend restored.
8.Refer to paragraph 2.12 on page 16.  Revise to state that the Tender Offer is also subject
to U.S. federal securities laws, including U.S tender offer rules.
Terms of the Tender Offer, page 12
9.Refer to page 13.  Explain what is meant by a "limitation on prices," or delete.
Transfer of Shares from DTC to CREST, page 18
10.Provide an estimated time frame needed to transfer Shares from DTC to CREST in order
to participate in the Tender Offer.
11.Disclose the amount of the "administration fee" that may be charged by the Transfer
Agent in connection with the transfer of Shares out of DTC and into CREST, which is
necessary for participation in the Tender Offer.  Supplementally analyze how this
complies with the best price provisions of Rule 13e-4(f)(8)(ii).
Termination of the Tender Offer, page 21
12.Revise to clarify what is meant by the possibility of "postponing" the Tender Offer, as

 FirstName LastNameBradley Gray
 Comapany NameDiversified Energy Company plc
 March 14, 2024 Page 3
 FirstName LastName
Bradley Gray
Diversified Energy Company plc
March 14, 2024
Page 3
referenced at the bottom of page 21.  If this is synonymous with "extending" it, please
clarify.
Parties Engaged in Solicitations, page 23
13.Please disclose the itemized fees and expenses incurred in making the Offer. Refer to Item
9 of Schedule TO and Item 1009(a) of Regulation M-A.
            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.
            Please direct any questions to Blake Grady at 202-551-8573 or Tina Chalk at 202-551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       David Miller, Esq.

United States securities and exchange commission logo
March 8, 2024
Bradley Gray
Chief Financial Officer
Diversified Energy Company plc
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Schedule TO-I filed February 26, 2024
Response letter dated March 6, 2024
File No. 005-94334
Dear Bradley Gray:
            We have reviewed your filing and your response letter dated March 6, 2024 and have the
following comment. Please respond to this comment by providing the requested information or
advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.  After
reviewing your response to this comment, we may have additional comments.
Schedule TO-I filed February 26, 2024
General
1.We note your response to prior comment 1 and reissue the comment in full. As discussed
with counsel, due to the limitation on participation in the Tender Offer, the Tender Offer
does not comply with the all-holders requirement of Rule 13e-4(f)(8)(i), which requires
that the Tender Offer be open to all target security holders, rather than just record holders.
Refer to footnote 35 of Exchange Act Release No. 23421 (July 11, 1986).
            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.

 FirstName LastNameBradley Gray
 Comapany NameDiversified Energy Company plc
 March 8, 2024 Page 2
 FirstName LastName
Bradley Gray
Diversified Energy Company plc
March 8, 2024
Page 2
            Please direct any questions to Blake Grady at 202-551-8573 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       David Miller, Esq.

CORRESP
1
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                     March 6, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3628

    300
    Colorado Street, Suite 2400

    Austin,
    TX  78701

    Tel:
    +1.737.910.7300  Fax: +1.737.910.7301

    www.lw.com

    FIRM
    / AFFILIATE OFFICES

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    Attention:
    Christina Chalk

    Blake Grady

    Re:
    Diversified Energy Company plc

    Schedule TO-I filed February 26,
2024

    File No. 005-94334

Ladies and Gentlemen:

This letter is sent on behalf
of Diversified Energy Company plc (the “Company”) in response to the comment of the Staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated March 1,
2024 (the “Comment Letter”) regarding the above-referenced filing. For ease of reference, we have set forth below,
in italics, the text of the Staff’s comment prior to the Company’s response.

Schedule TO-I filed February 26, 2024

General

1.     As
discussed with counsel, we note that shareholders may only participate in this Tender Offer if they waive their right to receive the
Q323 Dividend, and may only participate for an aggregate amount equal to their Entitlement (to such dividend). Therefore, it appears
(and counsel confirmed) that shareholders who are not record holders entitled to receive the Q323 Dividend cannot participate in the
Tender Offer, and tenders by shareholders who acquire their Shares after the record date for the Q323 Dividend will be rejected. Such
a limitation on participation in the Tender Offer is inconsistent with the allholders requirement of Rule 13e-4(f)(8)(i), which
requires that the Tender Offer be open to all target security holders, rather than just record holders. Please advise. Given the fundamental
nature of this comment, we reserve further comments on the tender offer materials, pending resolution of this matter.

Response: The Company acknowledges the Staff’s comment and respectfully
advises the Staff that the Tender Offer was designed, and is being conducted, in strict accordance with the requirements of English law.
The Company is a public limited company organized under the laws of the United Kingdom with only 33% U.S. ownership of the subject securities
in the Tender Offer as of December 31, 2023. The trading volume in the Shares in the United States remains limited since the NYSE
approved the Shares for listing on December 14, 2023, and no Share repurchase transactions will be undertaken on the NYSE in connection
with the Tender Offer. By a resolution passed at the Company’s annual general meeting on May 2, 2023, and prior to the
effective date of the registration of the Shares under Exchange Act Section 12 on December 14, 2023, the Company was authorized
to make one or more market purchases of fully paid Shares subject to certain limitations, including a maximum aggregate number of Shares
that may be purchased and a maximum price that may be paid for a Share, in accordance with applicable United Kingdom rules.

    March 6, 2024

    Page 2

The Company further respectfully advises the
Staff that, as more specifically set forth below, the Tender Offer is open to all holders of the subject securities because all
shareholders, including shareholders who acquired Shares following the record date for the Q323 Dividend, may tender Shares pursuant
to the instructions set forth in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO. It is a requirement
and customary market practice in the United Kingdom to establish a record date for the returns of capital to shareholders that
precedes the date the capital is returned, with the timetable for such capital transactions being reviewed and approved by the
London Stock Exchange. In accordance with that requirement and market practice, the Company established a record date for the Q323
Dividend and used the condition precedent in the Tender Offer that a shareholder have an entitlement to the Q323 Dividend by holding
Shares as of March 1, 2024 for consistency in the two different methods of returning capital to shareholders. Although this is
a condition precedent to the Company accepting an offer to tender Shares, the existence of the record date does not legally prohibit
any shareholders from the act of tendering their Shares, and the Tender Offer therefore remains open to all shareholders. In this
regard, the condition precedent is similar to other procedural steps that a shareholder must take in order to validly tender in the
Tender Offer. The Company additionally advises the Staff that, because the Tender Offer was publicly announced on February 15,
2024 by Regulatory News Service, which the Company also furnished on Form 6-K, all existing shareholders and prospective
shareholders were made aware of the terms of the Tender Offer, including the condition for acceptance of a tender that an
Entitlement be held and waived, fifteen days prior to the record date for the Q323 Dividend of March 1, 2024. Such shareholders
and prospective shareholders therefore had the ability to purchase Shares prior to March 1, 2024 such that they would have
owned shares on March 1, 2024 in order to satisfy the condition precedent in the Tender Offer.

        The Board of Directors of the Company believes
that the current trading price of the Shares does not reflect the quality of the Company’s assets nor the significant opportunities
underlying the Company’s long-term strategy and recognized that the Company’s dividend yield is significantly higher than
its peers. The Board therefore determined that the repurchase of Shares was a prudent use of capital for the Company and was in the best
interests of the Shareholders, as determined pursuant to English law, and provided all shareholders and prospective shareholders with
the ability to determine whether they would like to participate in the Tender Offer by ensuring they owned Shares as of March 1,
2024. In order to complete the repurchase of Shares while concurrently eliminating the requirement to pay a dividend on such Shares in
order to achieve a dividend yield more similar to the Company’s peers, only shareholders who hold an Entitlement may have their
Shares accepted in the Tender Offer. The acceptance of Shares tendered in the Tender Offer that are not accompanied by an Entitlement
would not achieve such commercial objectives of the Company.

    March 6, 2024

    Page 3

        We hope that the foregoing has been responsive
to the Staff’s comment. If you have any questions related to this letter, please direct any such requests or questions to David
J. Miller of Latham & Watkins LLP at (737) 910-7363 or David.Miller@lw.com.

    Sincerely,

    /s/ David J. Miller

    David J. Miller

United States securities and exchange commission logo
March 1, 2024
Bradley Gray
Chief Financial Officer
Diversified Energy Company plc
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Schedule TO-I filed February 26, 2024
File No. 005-94334
Dear Bradley Gray:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Schedule TO-I filed February 26, 2024
General
1.As discussed with counsel, we note that shareholders may only participate in this Tender
Offer if they waive their right to receive the Q323 Dividend, and may only participate for
an aggregate amount equal to their Entitlement (to such dividend). Therefore, it appears
(and counsel confirmed) that shareholders who are not record holders entitled to receive
the Q323 Dividend cannot participate in the Tender Offer, and tenders by shareholders
who acquire their Shares after the record date for the Q323 Dividend will be
rejected. Such a limitation on participation in the Tender Offer is inconsistent with the all-
holders requirement of Rule 13e-4(f)(8)(i), which requires that the Tender Offer be open
to all target security holders, rather than just record holders. Please advise. Given the
fundamental nature of this comment, we reserve further comments on the tender offer
materials, pending resolution of this matter.

 FirstName LastNameBradley Gray
 Comapany NameDiversified Energy Company plc
 March 1, 2024 Page 2
 FirstName LastName
Bradley Gray
Diversified Energy Company plc
March 1, 2024
Page 2
            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.
            Please direct any questions to Blake Grady at 202-551-8573 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       David Miller, Esq.

CORRESP
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Diversified
Energy Company plc

1600 Corporate Drive

Birmingham, Alabama

35242

December 14, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jennifer O’Brien

    Shannon Buskirk

    Sandra Wall

    John Hodgin

    Irene Barberena-Meissner

    Kevin Dougherty

    RE:
    Diversified Energy Company plc

    Registration Statement on Form 20-F

    File No. 001-41870

Ladies and Gentlemen:

Diversified Energy Company
plc (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form 20-F, as amended, to become effective on December
14, 2023 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later
time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of
David Miller and Ryan Lynch of Latham & Watkins LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement
has been declared effective, please orally confirm that event with David Miller of Latham & Watkins LLP, counsel to the Registrant,
at (737) 910-7363, or in his absence, Ryan Lynch at (713) 546-7404.

[Signature Page Follows]

    Very truly yours,

    Diversified Energy
    Company plc

    By:
    /s/ Bradley G. Gray

    Name:
    Bradley G. Gray

    Title:
    President & Chief Financial Officer

    cc

    Benjamin Sullivan, Diversified Energy Company
    plc

    Ryan Lynch, Latham & Watkins LLP

[Company
Signature Page to Acceleration Request]

CORRESP
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                     December 12, 2023

                     VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    300
    Colorado Street, Suite 2400

    Austin,
    TX  78701

    Tel:
    +1.737.910.7300  Fax: +1.737.910.7301

    www.lw.com

    FIRM
    / AFFILIATE OFFICES

    Austin
    Milan

    Beijing
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    Boston
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    Madrid

Attn: Jennifer O'Brien

Shannon Buskirk

Irene Barberena-Meissner

Kevin Dougherty

Re: Diversified Energy Company plc

Amendment No. 1 to Registration Statement
on Form 20-F

Submitted December 7, 2023

CIK No. 0001922446

To the addressees set forth above:

On behalf of Diversified Energy Company plc (the
 “Company”) and in connection with Amendment No. 1 to the Registration Statement on Form 20-F filed
with the Securities and Exchange Commission (the “Commission”) on December 7, 2023 (the “Prior
Draft Submission”), we are hereby submitting the Company’s responses to the comment letter to the Prior Draft Submission
received on December 11, 2023 from the staff of the Commission (the “Staff”).

For ease of review, we have set forth below the
numbered comment of your letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Prior Draft Submission.

Item 4. Information on the Company Recent Developments, page 38

 1. We note from your disclosure on pages 39 and 65 that your 20-for-1 reverse stock split became effective on December 5,
2023. Since your registration statement is not yet effective, please explain to us why the financial statements have not been retrospectively
adjusted for the reverse stock split. Refer to the guidance in i) paragraph 64 of IAS 33 and ii) SAB Topic 4.C.

Company
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it considered the guidance
in i) paragraph 64 of IAS 33 and ii) SAB Topic 4.C. in determining not to retrospectively adjust the Company’s financial statements
for the effect of its 20-for-1 reverse stock split.

December 12, 2023

Page 2

The Company’s interim condensed consolidated financial statements
for the six months ended June 30, 2023 and 2022 and its consolidated financial statements for the years ended December 31, 2022,
2021, and 2020, all of which have been included in Amendment No. 1 to the Company’s Registration Statement on Form 20-F,
were authorized for issuance on September 1, 2023 and May 1, 2023, respectively. On December 5, 2023, the Company executed a reverse stock split to consolidate its outstanding shares
in the ratio of 20-for-1. Accordingly, as the reverse stock split occurred after the financial statements were authorized for issuance,
the Company determined that the June 30, 2023 and 2022 interim condensed consolidated financial statements and the audited financial
statements for the years ended December 31, 2022, 2021, and 2020 did not require restatement to show the impact of the reverse stock
split under IFRS, as further discussed below.

In considering paragraph 64 of IAS 33
referenced by the Staff, the Company noted that this guidance requires retrospective restatement of earnings per share for a reverse
stock split that occurs subsequent to the balance sheet date but before the date that the financial statements are authorized for
issuance. However, as the Company is a public company in the United Kingdom, the interim and annual financial statements had been
issued prior to the date of the reverse stock split, as noted above. Therefore, because the date of authorization of the
Company’s financial statements that are included in the Form 20-F/A and that had been issued in the United Kingdom
pre-dates the reverse stock split, paragraph 64 of IAS 33 does not require restatement of earnings per share. Furthermore, paragraph
3 of IAS 10 defines events after the reporting period as those that “occur between the end of the reporting period and the
date when the financial statements are authorized for issue.” Additionally, paragraph 18 of IAS 10 states that “it is
important for users to know when the financial statements were authorized for issue, because the financial statements do
not reflect events after this date.” Therefore, in accordance with IAS 10, the Company believes that it would not be
appropriate to update the financial statements for the reverse stock split because it occurred after the date of authorization of
the financial statements.

In addition, the Company noted the Staff’s reference to SAB Topic 4.C. In considering this guidance,
the Company assessed the guidance contained in SAB Topic 4.C. as specifically related to the application of U.S. GAAP. Accordingly,
as an IFRS filer, the Company relied upon the guidance contained in SEC FRM 6320.5, which states that IFRS filers need not apply
SABs that relate specifically to U.S. GAAP.

As
a result of this analysis, the Company concluded that there is not an IFRS accounting requirement to amend earnings per share disclosures,
and the Company did not retrospectively adjust the financial statements. Instead, the Company has disclosed the reverse stock split and
the related pro forma impact on the previously reported shares outstanding and earnings per share elsewhere within the Form 20-F/A.
In future filings which contain financial statements authorized for issuance after the reverse stock split has occurred, the Company will
retrospectively show the impact of the reverse stock split in accordance with the guidance of paragraph 64 of IAS 33.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me at (737) 910-7363 or David.Miller@lw.com,
or my colleague, Ryan Lynch, at (713) 546-7404 or Ryan.Lynch@lw.com with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ David Miller

    David Miller

    of LATHAM & WATKINS LLP

cc: (via email)

Benjamin Sullivan, Diversified
Energy Company plc

Ryan Lynch, Latham &
Watkins LLP

United States securities and exchange commission logo
December 11, 2023
Bradley G. Gray
President & Chief Financial Officer
Diversified Energy Co plc
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Co plc
Amendment No. 1 to Registration Statement on Form 20-F
Filed December 8, 2023
File No. 001-41870
Dear Bradley G. Gray:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 20-F
Item 4. Information on the Company
Recent Developments, page 38
1.We note from your disclosure on pages 39 and 65 that your 20-for-1 reverse stock split
became effective on December 5, 2023. Since your registration statement is not yet
effective, please explain to us why the financial statements have not been retrospectively
adjusted for the reverse stock split. Refer to the guidance in i) paragraph 64 of IAS 33 and
ii) SAB Topic 4.C.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon Buskirk,
Staff Accountant, at 202-551-3717 if you have questions regarding comments on the financial
statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at 202-551-

 FirstName LastNameBradley G.  Gray
 Comapany NameDiversified Energy Co plc
 December 11, 2023 Page 2
 FirstName LastName
Bradley G.  Gray
Diversified Energy Co plc
December 11, 2023
Page 2
4727 or John Hodgin, Petroleum Engineer, at 202-551-3699 with questions about engineering
comments. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Kevin
Dougherty, Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan J. Lynch, Esq.

United States securities and exchange commission logo
July 27, 2023
Benjamin Sullivan
Executive Vice President, General Counsel and Corporate Secretary
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted July 17, 2023
CIK No. 0001922446
Dear Benjamin Sullivan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form F-1
Exhibits
1.The disclosures in Exhibit 99.1 do not appear to address all of the reserve report
requirements pursuant to Item 1202(a)(8) of Regulation S-K. Please obtain and file a
revised reserve report to include disclosure addressing the following points:
1.The purpose for which the report was prepared, e.g. for inclusion as an exhibit in a
filing made with the U.S. Securities and Exchange Commission, per Item
1202(a)(8)(i).
2.A statement that the assumptions, data, methods, and procedures are appropriate for
the purpose served by the report per Item 1202(a)(8)(iv).

 FirstName LastNameBenjamin  Sullivan
 Comapany NameDiversified Energy Co PLC
 July 27, 2023 Page 2
 FirstName LastName
Benjamin  Sullivan
Diversified Energy Co PLC
July 27, 2023
Page 2
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699 with questions about
engineering comments. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
5516548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan J. Lynch, Esq.

United States securities and exchange commission logo
May 26, 2023
Benjamin Sullivan
Executive Vice President, General Counsel and Corporate Secretary
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted May 1, 2023
CIK No. 0001922446
Dear Benjamin Sullivan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Asset Retirement Obligations, page 79
1.We note your discussion and quantification on page 80 regarding i) the PV-10 from your
reserves models, after consideration of your asset retirement costs, calculated with
forward pricing, and ii) your statement that these models have resulted in a PV-10
that illustrates "residual cash flows well beyond our retirement obligations.” Please
address the following:

•Please tell us your consideration of the need to provide disclosures pursuant to Item

 FirstName LastNameBenjamin  Sullivan
 Comapany NameDiversified Energy Co PLC
 May 26, 2023 Page 2
 FirstName LastNameBenjamin  Sullivan
Diversified Energy Co PLC
May 26, 2023
Page 2
10(e) of Regulation S-K given that this PV-10 appears to be calculated in a manner
different from the non-IFRS measure of PV-10 located on page 6, as one example.

•Revise your disclosure so as not to imply that these alternative PV-10 measures
represent the residual cash flow available to the Company for discretionary
expenditures. In this regard, we note that mandatory debt service requirements or
other non-discretionary expenditures are not also highlighted in this discussion.
Business
Summary of Reserves, page 89
2.Please obtain and file the third party reserve report prepared by Netherland, Sewell
& Associates, Inc. as of December 31, 2022 as an exhibit to your filing. Refer to the
disclosure requirements in Item 1202(a)(8) of Regulation S-K.
Proved Reserves, page 90
3.Please revise your discussion of the changes that occurred in total proved reserves, shown
under the sections:Revisions to Previous Estimates, Purchase of Reserves in Place, and
Sales of Reserves in Place, to clearly identify the year in which the changes occurred.
Refer to the disclosure requirements in FASB ASC 932-235-50-5.
Productive Wells, page 91
4.Please expand your disclosure to include a separate section header presenting the
exploratory and development drilling activities that occurred during each of the last two
fiscal years. Your disclosure should separately identify the number of net productive and
dry exploratory and development wells drilled in which you owned an interest, including
wells drilled by operators other than you, during each annual period. If you did not
participate in any such wells, please clarify your disclosure. Refer to the disclosure
requirements in Item 1205 of Regulation S-K.
5.As part of the expanded disclosure of your drilling activities, include a separate
description of your present activities, including the number of gross and net wells in the
process of being drilled, completed or waiting on completion and any other related
activities of material importance at the end of your most recent fiscal year and any
subsequent updates to these activities as of the date of your current filing. If there were no
such activities in progress, please clarify your disclosure. Refer to Item 1206 of
Regulation S-K.
Proved Undeveloped Reserves, page 91
6.Please expand your disclosure to include the capital expenditures associated with
converting proved undeveloped reserves to proved developed during the year ended
December 31, 2022. Refer to the disclosure requirements in Item 1203(c) of Regulation S-
K.

 FirstName LastNameBenjamin  Sullivan
 Comapany NameDiversified Energy Co PLC
 May 26, 2023 Page 3
 FirstName LastNameBenjamin  Sullivan
Diversified Energy Co PLC
May 26, 2023
Page 3
Compensation of Executive Directors
Executive Director Employment Agreements, page 114
7.For Robert Russell (“Rusty”) Hutson, Jr. and Bradley G. Gray you disclose written service
agreements, with such agreements entitling Messrs Huton and Gray to receive an
opportunity to earn an annual discretionary performance-based bonus of up to 175% and
150% of base salary, respectively, subject to the achievement of performance goals
determined in accordance with your annual bonus plan. Please disclose the performance
goals in your annual bonus plan for each executive. See Item 6.B of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2
8.We note that the second sentence in the first paragraph retained language referring to the
financial statements as of December 31, 2021 and 2020. Please revise as necessary for the
updated financial statements included in this registration statement.
Notes to the Consolidated Financial Statements
Note 29-Supplemental Natural Gas and Oil Information (Unaudited)
Estimated Reserves, page F-62
9.We note the column summarizing the changes in total net proved reserves as Boe amounts
includes an entry for the 2022 Purchase of Reserves In Place of 554,174 MBoe. This
figure appears to be a typographical error and is inconsistent with the comparable
disclosure provided elsewhere on page 90. Please review and correct the value.
10.Your explanation of the changes that occurred due Revisions of Previous Estimates,
provided here and elsewhere on page 90, indicates the 90,251 MBoe revision in 2021 and
the 63,302 MBoe revision in 2022 primarily resulted from higher commodity prices. Your
explanation of the 2022 change identifies additional changes for other unrelated factors
but does not include the net quantities associated with such changes.

Please expand your discussion to include an explanation relating to each of the individual
factors that contributed to the overall change in the line item for each period presented. If
two or more unrelated factors are combined to arrive at the overall change, your revised
disclosure should separately identify and quantify each factor, including offsetting factors,
so that the change in net reserve quantities between periods is fully explained.

Please similarly revise your disclosure of changes in the net quantities of total
proved reserves on page 90. Refer to the disclosure requirements in FASB ASC 932-235-
50-5.
Cost Incurred in Natural Gas and Oil Property Acquisition, Exploration and Development
Activities, page F-64
11.Please expand your disclosure to separately present the costs incurred for exploration and
development for 2022 and 2021. Refer to the disclosure requirements in FASB ASC 932-

 FirstName LastNameBenjamin  Sullivan
 Comapany NameDiversified Energy Co PLC
 May 26, 2023 Page 4
 FirstName LastName
Benjamin  Sullivan
Diversified Energy Co PLC
May 26, 2023
Page 4
235-50-18.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699 with questions
about engineering comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
5516548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan J. Lynch, Esq.

United States securities and exchange commission logo
September 22, 2022
Benjamin Sullivan
Executive Vice President, General Counsel and Corporate Secretary
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 2, 2022
CIK No. 0001922446
Dear Mr. Sullivan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 16, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Recent Developments, page 11
1.With regard to your announced acquisition of certain upstream assets in the Central
Region, we note your statement that "Based on our management's estimates of PDP
reserves and NYMEX strip pricing, the purchase price represents an approximately PV17
valuation." Please revise your disclosure to explain the meaning of a "purchase price that
represents an approximately PV17 valuation" in plain English.
2.You disclose that in August, you amended and restated the credit agreement governing

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your Credit Facility by entering into the Amended and Restated Revolving Credit
Agreement, dated as of August 2, 2022. You further disclose that the amendment
enhances the alignment with your stated ESG  initiatives by including sustainability
performance targets similar to those included in the ABS V Notes. We note a press release
on your website that lists three sustainability-linked performance targets ("SPTs") related
to this credit agreement: Greenhouse gas emissions (GHG) intensity reduction targets
(Scope 1 & 2); Asset Retirement targets above current levels; and Safety-related
performance targeting a decrease in Total Recordable Incident Rate ("TRIR"). Please
disclose the SPTs you are to achieve, the measurement period, and any financial and/or
structural characteristics of your credit agreement that vary depending on whether achieve
your SPTs. Please also disclose whether you or a third-party will assess your performance
and confirm that any such assessment will be made publicly available.
Summary Consolidated Financial and Other Data
Total Operating Cost per Boe, page 20
3.We note the revision you made in response to prior comment 2. Based on the presentation
on page 20, it appears that further revision to the title of the non-IFRS measure is
necessary as the calculation results in a Total Adjusted Operating Cost per Boe.
Liquidity and Capital Resources
Debt, page 82
4.We note your disclosure on pages 83-85 that based on whether certain performance
metrics are achieved, each of ABS I, ABS II, ABS III, ABS IV and ABS V are required to
apply up to 100% of excess cash flow to pay down additional principal, with the
remaining proceeds remaining with you. Please disclose these performance metrics, and
explain the criteria or process that determines what level of excess cash you will be
required to use to pay down additional principal, and how often or at what interval such
performance metrics will be assessed and whether you or a third-party will assess your
performance and whether any such assessment would be publicly available.
5.You disclose that in connection with the issuance of the ABS III and ABS IV Notes, you
retained an independent international provider of ESG research and services to provide
and maintain a “sustainability score” with respect to Diversified Energy Company plc and
to the extent such score is below that which was received at the initial issuance of the ABS
III and ABS IV Notes as of any determination date, the interest payable with respect to the
subsequent interest accrual period will increase by five basis points. Please also discuss
what is a "determination" date and explain how often your “sustainability score" will be
updated with the possibility to increase your interest payable. Please also disclose where
your “sustainability score" and any updates to such score will be made publicly available
for investors to evaluate.
6.We note disclosure of a second party opinion received from a third-party that certified the
terms of the ABS V Notes as being aligned with the framework for sustainability-linked

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bonds of the International Capital Markets Association (“ICMA"). You further disclose,
among other items, the selection of key performance indicators (“KPIs”), (2) the
calibration of SPTs, (3) variation of bond characteristics depending on whether the KPIs
meet the SPTs, and (4) regular reporting of the status of the KPIs and whether SPTs have
been met. In terms of sustainability performance targets that you must achieve, you
disclose that you must achieve, and have certified by April 28, 2027 (1) a reduction in
Scope 1 and Scope 2 greenhouse gas emissions intensity to 2.85 metric tons of carbon
dioxide equivalent per million cubic feet of natural gas equivalent (“MT CO2e/MMcfe”)
and/or (2) a reduction in Scope 1 methane emissions intensity to 1.12 MT CO2e/MMcfe.
For each SPT that you fail to meet, or have certified by an external verifier that you have
met, by April 28, 2027, you disclose that the interest rate payable with respect to the ABS
V Notes will be increased by 25 basis points. Please revise to define "SPT."  Please also
disclose where you intend to make publicly available for investors to evaluate the regular
reporting of the status of your KPIs and whether your SPT's have been met.

Additionally, please disclose where your second party opinion is publicly available, and
confirm that the ultimate independent verification of SPT performance by an external
reviewer will be made publicly available.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699 with questions about
engineering comments. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-
6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan J. Lynch, Esq.

United States securities and exchange commission logo
August 16, 2022
Benjamin Sullivan
Executive Vice President, General Counsel and Corporate Secretary
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 29, 2022
CIK No. 0001922446
Dear Mr. Sullivan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 30, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Use of Non-IFRS Measures, page viii
1.Your description of the calculation of Cash Operating Margin and Total Cash Operating
Margin on page iv is exactly the same.  Please revise your disclosure to clarify the
difference between how these two measures are calculated.
2.Your description of Total Cash Cost per Boe states this measure is based on the “operating
costs it takes to produce each Boe,” which includes operating expense, employees,
administrative costs and professional services and recurring allowance for credit losses.
However, we note that the difference between Cash Operating Margin and Cash Margin is
that Cash Margin includes expenses beyond operating costs (i.e. employees,

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administrative costs and professional services and recurring allowance for credit losses),
which implies these expenses are not considered operating costs.  Therefore, it appears
you should revise your characterization of costs included in Total Cash Cost per boe to
state that it includes amounts in addition to operating costs.
Prospectus Summary
Disciplined growth through accretive acquisitions of producing assets, page 7
3.We note your disclosure that four acquisitions contributed approximately 40 MBoepd to
December 2021 production, at an aggregate net income (loss) multiple of 2.1 and
Adjusted EBITDA multiple of 2.5 to 1.0.  Please clarify how these multiples are
calculated.
A proactive and innovative approach to asset retirement, page 9
4.The schedule of well retirements per year provided in response to prior comment 44 is
inconsistent with and does not appear to support your goal of plugging 200 wells per year
by 2023.  Please explain the reason for this discrepancy or revise your disclosure as
necessary.
Recent Developments, page 11
5.You disclose that in May 2022 you successfully completed the issuance of your wholly
owned subsidiary’s ABS V Notes representing your third sustainability-linked asset
backed securitization of 2022 and the first whose terms are aligned with the International
Capital Markets Association’s framework for sustainability-linked bonds.

•For the prior “sustainability-linked” ABS offerings and ABS V notes, please discuss
the impact of aligning with the International Capital Markets Association’s
framework for sustainability-linked bonds, and what the “sustainability-linked”
designation means, including whether this designation carries any legal meaning.

•For any "sustainability-linked" asset backed securitization, please discuss if there are
any restrictions on the use of proceeds or if there are any financial aspects of the ABS
Notes that can impact you.  In this regard, you disclose on page 75-76 that based on
whether certain performance metrics are achieved, ABS III, ABS IV and ABS V are
required to apply up to 100% of ABS excess cash to pay down additional principal,
with the remaining proceeds remaining with you.
6.We note your disclosure that you joined the Oil and Gas Methane Partnership 2.0 to
further advance your commitment to reducing emissions.  Please explain the activities or
purpose of the Oil and Gas Methane Partnership 2.0 and what impact joining this initiative
will have on your operations.

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Free Cash Flow and Free Cash Flow Yield, page 21
7.We note your disclosure on page ix that Free Cash Flow Yield is an indicator of financial
stability and reflects your operating strength relative to your size as measured by market
capitalization.  We are unable to locate a similar usefulness statement regarding Net Cash
Provided by Operating Activities Yield.  Please revise your disclosure to  provide
(i) further context regarding how the Free Cash Flow Yield is to be used to evaluate your
financial stability and operating strength, and (ii) a usefulness statement regarding the Net
Cash Provided by Operating Activities Yield.

Further to this, we note that based on the calculations necessary to derive these yields,
including the average per share price of your common stock, it appears that the result is a
non-GAAP liquidity measure presented on a per share basis.  Tell us how you considered
Question 102.05 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
8.We note your disclosure of Average Share Price without explanatory disclosure
regarding the nature of this amount and how it was derived.  Please expand your
disclosures to explain what Average Share Price represents and how it is used in the
calculation of the surrounding measures.  Your disclosure should address the reason for
using Average Share Price in these calculation as opposed to other share prices available.
Summary Consolidated Financial and Other Data
Non-IFRS Financial Measures
Hedged Total Revenue; Cash Operating Margin and Cash Margin, page 21
9.We note you revised the title of Adjusted Total Revenue to Hedged Total Revenue in
response to prior comment 14.  In terms of consistency, however, we note MD&A refers
to Total Revenue excluding hedge impact and including hedge impact.  Therefore, it
appears that this type of title, referring more specifically to the impact of hedging
activities excluded or included, may be more meaningful than Hedged Total Revenue.  In
addition, please include a footnote that describes the adjustment “Net gain (loss) on
commodity derivative settlements.”
10.Further to the above, we note you have retained a reconciliation to Adjusted EBITDA that
begins with Total revenue.  However, this presentation does not appear to comply with
Question 103.02 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations regarding measures characterized as EBITDA.  Please remove the non-
IFRS reconciliation to Adjusted EBITDA on page 21 or tell us why you believe such
reconciliation is appropriate.
11.You state in your response to prior comment 15 that Total Cash Operating Income, Cash
Margin and Cash Operating Margin are performance measures.  The reference to "Cash"
in the title of these measure are more indicative of a measure of liquidity.  To avoid
confusion, please consider revising the titles of your non-GAAP measures of performance

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that use "Cash" in its title.  Further to this, we note your reference to Adjusted EBITDA
margins of approximately 50% on page 6.  Please clarify the difference between Adjusted
EBITDA margin and the Cash Margin disclosed on page 21.
12.Based on your disclosures on page ix, Total Cash Operating Income is described as a
measure of cash flows, not a measure of profitability as noted in your response to
comment 15.  Therefore, as it appears Total Cash Operating Income is a measure of
liquidity, please provide a reconciliation to the most directly comparable IFRS measure.
13.We note that the revised description of the usefulness provided in response to prior
comment 15 for Total Cash Operating Income appears similar to the description provided
for Free Cash Flow.  Therefore, please provide further explanation in support of your
presentation of Total Cash Operating Income as a useful measure.
Risk Factors
Inflation may adversely affect us by increasing costs beyond what we can recover..., page 35
14.We note your risk factor indicating that inflation could affect your costs of materials,
equipment, labor and other services.  Please update this risk factor if recent inflationary
pressures have materially impacted your operations.  In this regard, identify the types of
inflationary pressures you are facing and how your business has been affected.
An increase in interest rates would increase the cost of servicing our indebtedness, page 39
15.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.  For example,
describe whether your borrowing costs have recently increased or are expected to increase
and your ability to pass along your increased costs to your customers.
Dividend Policy, page 59
16.We note your revisions in response to comment 23 and reissue the comment in part.  Your
revised disclosure states that your credit facility contains a restricted payment covenant
that limits your subsidiaries’ ability to make certain payments based on the pro forma
effect thereof on certain financial ratios.  However, this restriction in is not disclosed in
your risk factor on page 37, which addresses restrictions in your credit facility.  Please
revise that risk factor to address this apparent discrepancy.  Also, please expand your
disclosure here regarding the restricted payment covenant in your credit facility to
describe the applicable financial ratios and pro forma effect thereof that would limit your
subsidiaries’ ability to pay dividends.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
63
17.Please include a discussion of interest rates to specifically describe how increased interest
rates impact your results of operations, including:

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•Adjustments to your planned capital expenditures;
•Expected impacts to your short-term funding costs, including working capital for
inventory and labor costs; and
•The impact on liquidity resulting from your material variable-rate debt outstanding.
Liquidity and Capital Resources
Overview, page 73
18.Please include a discussion of interest rates to describe their impact on your financial
condition, including your balance sheet.  For example, given rising rates, describe any
resulting impacts on your inventory, accounts payable, long-term debt, or accrued expense
balances.  Expand your disclosure to describe how you are funding these additional costs.
Business
Reserve Data
Summary of Reserves, page 85
19.We note the first sentence under "Summary of Reserves" has been revised to exclude
"presents our estimated net proved reserves."  Please revise the sentence to include the
prior wording or advise us why the inclusion would not be appropriate.
Productive Wells, page 86
20.We have read your response to prior comment 34, but note your disclosure on page 87 that
$1 million of development costs were incurred in 2021 related to five in progress wells
acquired in the Tapstone acquisition.  You also disclose on page F-21 that the Tapstone
acquisition included six wells under development at the time of closing which the
Company was responsible for completing.  Please revise your filing, if necessary, to
ensure these two disclosures are consistent, or explain to us why the well count differs.
Furthermore, please expand your disclosure to provide the gross and net number of all
wells in the process of being completed or waiting on completion at year-end 2021 or tell
us your rationale for not including these wells as part of your present activities at year-
end.  Refer to the disclosure requirements in Item 1206 of Regulation S-K.
Notes to Consolidated Financial Statements
Note 25 - Financial Risk Management
Liquidity Risk, page F-63
21.We are unable to locate the maturity analysis described in IFRS 7.39(b) for derivative
financial liabilities in Note 13, as referred to in your response to prior comment 46.  The
guidance in Appendix B11 and B11D of IFRS 7 indicates that an appropriate number of
time bands should be used and that the amounts disclosed are the contractual undiscounted
cash flows, which may differ from the amount included in the statement of financial
position.  Please clarify for us why you believe the disclosure in Note 13 is responsive to
the requirement in IFRS 7.39(b).

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Note 29 - Supplemental Natural Gas and Oil Information (Unaudited)
Estimated Reserves, page F-65
22.We note your revised disclosure in response to our prior comment 47 and reissue the
comment in part.  It appears that you continue to provide separate disclosure of total
proved reserves and proved undeveloped reserves by individual product type.  Please note
FASB ASC 932-235-50-4 requires the separate disclosure of proved developed and
proved undeveloped reserves by individual product type at the beginning and end of each
year presented in the reserves reconciliation, e.g. as of December 31, 2019, 2020 and
2021.  Please revise your disclosure accordingly.  You may refer to FASB ASC 932-235-
55-2 and the illustration presented in Example 1 for further guidance.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have questions regarding comments on the
financial statements and related matters.  You may contact Sandra Wall, Petroleum Engineer, at
202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699 with questions about
engineering comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-
6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan J. Lynch, Esq.

United States securities and exchange commission logo
June 30, 2022
Benjamin Sullivan
Executive Vice President, General Counsel and Corporate Secretary
Diversified Energy Co PLC
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Co PLC
Draft Registration Statement on Form F-1
Submitted June 3, 2022
CIK No. 0001922446
Dear Mr. Sullivan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Commonly Used Defined Terms
Proved Undeveloped Reserves or PUDs, page v
1.Your definition includes language indicating a requirement for certainty that there is
continuity of production for the existing productive formation that appears to be
inconsistent with the definition in Rule 4-10(a)(31) of Regulation S-X. Please revise the
disclosure to resolve this inconsistency or tell us why a revision is not needed.
Presentation of Financial Information
Use of Non-IFRS Measures, page viii
2.We note the definition of Adjusted Net Income does not appear to provide a complete

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explanation of the reconciling items reflected in the reconciliation on page 18. We also
note the definition indicates this measure is intended to represent an adjusted “income
(loss) available to shareholders after taxation.” However, it appears that the most directly
comparable IFRS basis measure as shown on page 18 is Net income (loss). Please revise
your disclosure as necessary to address these inconsistencies.
3.We note you use Adjusted G&A because this measure “excludes items that affect the
comparability of results or that are not indicative of trends in the ongoing business.”
Please revise to provide further clarity regarding the reasons why management believes
that presentation of Adjusted G&A provides useful information to investors regarding
your results and ongoing business trends.
Prospectus Summary
General, page 1
4.In the list below, we note discussion of non-IFRS measures that are not identified as such
and do not include disclosures necessary to comply with Item 10(e) of Regulation S-K.
Please revise your disclosures as necessary.

•Hedge Adjusted EBITDA multiple of 2.5 to 1.0;
•PDP coverage ratio of 4.0 to 1.0;
•$412 million in liquidity after giving effect to two new asset backed security
financings but without giving effect to issuance of the ABS V Notes;
•Total capex, excluding acquisitions, in FY 21 is disclosed as 14.6% of total Hedge
Adjusted EBITDA.

In responding to this comment, tell us more about how you were able to calculate a
comparative non-IFRS measure for your U.S. public Appalachia peers.
Commitment to Operational Excellence and Our Environmental, Sustainability and Governance
Goals, page 2
5.Please revise the disclosure, where applicable, to clarify what is meant by “vertically
integrated asset retirement infrastructure.”
6.We note your statement here and elsewhere that "[you] adhere to best-in-class operating
standards, with a strong focus on health, safety and the environment to ensure the safety of
our employees and the local communities in which we operate."  Please provide us with
the basis for this statement.

Summary Reserve Data
Summary of Reserves as of December 31, 2021, page 4
7.Your filing refers to a summary of reserves and PV-10 using NYMEX forward-month
contract pricing as of December 31, 2021; however, this summary was not included in the

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filing. Please revise your filing to include this presentation or remove the reference if you
do not intend to include this information. Refer to Item 1202(b) of Regulation S-K.
8.We note your presentation of PV-10 on page 5 under the column labeled SEC Pricing as
of 12/31/21 and references to footnotes (a), (c) and (d). Please clarify for us whether your
PV-10 is calculated using SEC pricing or NYMEX strip pricing. If your PV-10 is not
calculated based on SEC pricing, it is not clear that an adjustment for taxes would be all
that is necessary to reconcile to the standardized measure.

Recent Developments, page 10
9.We note that you have identified the expansion of your plugging operations from one
team as of December 31, 2021 to nine teams as a milestone, and your observation that this
will allow you to comfortably achieve your goal of plugging 200 wells a year by 2023.
Please expand your disclosure to address why you have identified plugging operations as a
goal of your business model. In addition, explain whether the increase in your plugging
operations subsequent to year end will impact your recorded asset retirement obligation in
future periods.
Hedged Adjusted EBITDA and Unhedged Adjusted EBITDA, page 18
10.We note your presentation of Hedge Adjusted EBITDA and Unhedged Adjusted
EBITDA. Revise your disclosure to reconcile these measures to Net Loss, the most
directly comparable IFRS measure. Refer to Question 103.02 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations regarding measures characterized as
EBITDA for further guidance.
11.With regard to Unhedged Adjusted EBITDA, tell us how you considered the guidance per
Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations regarding normal, recurring, cash operating expenses.
Summary Consolidated Financial and Other Data
Non-IFRS Financial Measures
Adjusted Net Income and Adjusted EPS, page 18
12.Please include a footnote that provides a description and quantification of each component
of the adjustment labeled ‘Other adjusting costs’ here and in each location it is included as
an adjustment. In this regard, we note such footnote disclosure is provided on page 20.
13.Please revise your presentation to include a reconciliation of Adjusted EPS-basic and
diluted to the most directly comparable IFRS measure per share. Refer to Question 102.05
of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Adjusted Total Revenue; Cash Operating Margin and Cash Margin, page 19
14.We note your presentation of Adjusted Total Revenue. Please revise the title to more

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clearly describe the nature of the this non-IFRS measure, considering the adjustment
relates to the impact of commodity hedges.
15.We note your presentation of Total Cash Operating Income, Cash Margin and Cash
Operating Margin. Please revise to include reconciliations to the most directly comparable
IFRS basis measures. Refer to Item 10(e)(1)(i)(B) of Regulation S-K. In addition, expand
your description on page ix to more clearly explain the usefulness of these non-IFRS
measures. Refer to Item 10(e)(1)(i)(C) of Regulation S-K. As part of your response, tell us
whether you consider these to be measures of performance or liquidity.
Free Cash Flow and Free Cash Flow Yield, page 19
16.We note that your computation of Free Cash Flow appears to differ from the typical
calculation of this measure (i.e., cash flows from operations less capital expenditures), and
that a reconciliation to the most directly comparable IFRS basis measure has not been
provided. Please revise the title of your non-IFRS measure to avoid potential confusion
with free cash flow and reconcile to net cash provided by operating activities. In addition,
revise your description on page ix to more clearly explain the usefulness of this measure.
Refer to Item 10(e)(1)(i)(C) of Regulation S-K. In this regard, it is not clear what is meant
by stating that this measure is an indicator of your ability to internally fund your activities
and to service or incur additional debt. Refer to Question 102.07 of the Non-GAAP
Financial Measures Compliance & Disclosure Interpretations.
17.We note your presentation of Free Cash Flow Yield. Please revise to include a
reconciliation to the most directly comparable IFRS basis measure. Refer to Item
10(e)(1)(i)(B) of Regulation S-K. In addition, expand your description on page ix to more
clearly explain the usefulness of this measure. Refer to Item 10(e)(1)(i)(C) of Regulation
S-K.
Hedge Adjusted EBITDA per Share, page 19
18.We note your presentation of Hedge Adjusted EBITDA per share. Tell us how you
considered the guidance per Question 103.02 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations regarding presentation of measures of
EBITDA on a per share basis.
Employees, administrative costs and professional services and Adjusted G&A, page 20
19.We note that Adjusted G&A makes an adjustment for ‘Recurring allowance for expected
credit losses.’ Please tell us your basis for this adjustment. Refer to Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations regarding
normal, recurring cash operating expenses.

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Risk Factors
We may face unanticipated increased or incremental costs in connection with decommissioning
obligations such as plugging, page 26
20.We note that you are party to agreements with regulators in the states of Ohio, West
Virginia, Kentucky and Pennsylvania with regard to your asset retirement obligations.
Please expand your disclosure to provide further clarity regarding your statement that
“These agreements may be subject to different interpretations or amendments leading to
an increase in our plugging costs.”
Our hedging activities could result in financial losses or could reduce our net income, page 38
21.You disclose on page 71 that you reported an operating loss of $467 million compared
with an operating loss of $78 million for the years ended December 31, 2021 and 2020,
respectively.  We also note you disclose that this year-over-year increase in net loss was
primarily attributable to an increase of $414 million in the mark-to-market loss on your
derivative financial instrument valuations to $652 million in 2021 from $239 million in
2020.  Please revise this risk factor to disclose your recent losses.
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit
agreement, page 51
22.We note your disclosure here that the deposit agreement governing the ADSs representing
your ordinary shares provides that, to the fullest extent permitted by applicable law,
holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any
claim that they may have against us or the depositary arising from or relating to your
ordinary shares, your ADSs or the deposit agreement, including any claim under the U.S.
federal securities laws.  Please revise your disclosure to more fully address the impact of
this provision on the rights of investors, including without limitation, the risks of
increased costs to bring a claim, limited access to information and other imbalances of
resources between you and investors, and that these provisions can discourage claims or
limit investors’ ability to bring a claim in a judicial forum that they find favorable.  Please
also clarify whether purchasers of ADSs in a secondary transaction would be subject to
the waiver of the right to jury trial.
Dividend Policy, page 57
23.You disclose that you intend to, consistent with your historical performance since the LSE
IPO, use a portion of your cash flow to pay regular dividends on your ordinary shares, as
well as, on a proportionate basis, our ADSs.  Please revise your disclosure here and
elsewhere, as appropriate to describe the limitations on your ability to pay dividends under
your existing credit facility.  In this regard, we note you disclose on page 37 that your
credit facility contains a number of significant covenants that may limit your ability to,
among other things, pay dividends.

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 FirstName LastNameBenjamin  Sullivan
Diversified Energy Co PLC
June 30, 2022
Page 6
Please also disclose whether your dividend policy will be reflected in any written policies
of the Company.
Hedge Adjusted EBITDA per Share, page 63
24.We note your statement that “Hedge Adjusted EBITDA quantifies our ability to repay
indebtedness and interest, internally fund future growth and declare and pay dividends to
our shareholders.” Please tell us whether you consider this measure to be both a
performance and a liquidity measure. If used as a liquidity measure, it appears an
additional reconciliation to net cash provided by operating activities is required.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Indicators of Performance and Financial Condition, page 63
25.We note your presentation of tabular disclosure of key indicators of performance and
financial condition. When you present tables and a discussion of non-IFRS measures,
please include similar tables and discussion of your comparable IFRS results with equal or
greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10
of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Liquidity and Capital Resources
Overview, page 72
26.We note your disclosure regarding your ability to satisfy your working capital
requirements, debt service obligations and planned capital expenditures beyond the next
12 months and your reference to Note 13 for information regarding your hedging program
to mitigate the risk associated with future cash flow generation. Please expand your
discussion to analyze material cash requirements from known contractual and other
obligations. Such disclosures should specify the type of obligation and the relevant time
period for the related cash requirements. Refer to Item 303(b)(1) of Regulation S-K.
27.Given that the undiscounted value of your asset retirement obligation of $1.6 billion
appears to represent more than 60% of the net book value of your proved natural gas and
oil properties, please address the significance of the obligation in your liquidity and
capital resources discussion within MD&A. For example, this may encompass the nature
and timing of the costs that you anticipate incurring and the identification of the properties
on which the work will be performed and their current status.
28.With regard to the tabular computation of Liquidity on a pro forma basis on page 73,
please add quantitative disclosure to footnote (a) that sums to the pro forma available
borrowings under the credit facility. In addition, please revise to include the impact of the
ABS V Notes issuance or tell us why it has been excluded from your presentation.
29.You disclose that your capital expenditures were $50 million for the year ended
December 31, 2021 compared to $22 million for the year ended December 31, 2020.
Please expand your disclosures to quantify your material commitments