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United States securities and exchange commission logo





                              February 18, 2022

       Meg O   Neill
       Chief Executive Officer
       Woodside Petroleum Ltd.
       Mia Yellagonga, 11 Mount St.
       Perth, Western Australia 6000
       Australia

                                                        Re: Woodside Petroleum
Ltd.
                                                            Amendment No. 1 to
Draft Registration Statement of Form F-4
                                                            Submitted February
2, 2022
                                                            CIK No. 0000844551

       Dear Ms. O   Neill:

             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. 1 to Draft Registration Statement on Form F-4

       Management's Discussion and Analysis of Financial Condition and Results
of Operations of
       BHP Petroleum
       Business Overview, Strategy and Key Performance Drivers
       BHP Petroleum costs, page 289

   1.                                                   We note your response
to prior comment 23 indicates that net costs is a non-GAAP
                                                        measure defined as
"revenue less underlying EBITDA excluding freight and other costs,
                                                        depending on the nature
of each asset." As your net costs are used to calculate petroleum
                                                        unit costs, please
clarify how your current definition is consistent with its use as a cost
                                                        measure, specifically
addressing why revenue and profit measure components are
 Meg O   Neill
FirstName LastNameMeg
Woodside Petroleum Ltd. O   Neill
Comapany18,
February  NameWoodside
            2022         Petroleum Ltd.
February
Page 2 18, 2022 Page 2
FirstName LastName
         incorporated into the definition. We also note that you have revised
your disclosure
         to present a reconciliation of this non-GAAP measure to "Expenses
excluding Finance
         Costs" on page 289. Please tell us how you have considered this
revised presentation in
         describing how this non-GAAP measure is calculated.
Audited Consolidated Financial Statements of Woodside Petroleum Ltd.
Notes to the Consolidated Financial Statements
B.3 Oil and gas properties
Depreciation and amortisation, page F-29

2.       We note your response to prior comment 25 indicating that your
depletion base used in
         your units-of-production calculation does not include estimated future
development costs
         necessary to bring probable reserves into production. As transferred
exploration and
         evaluation and offshore plant and equipment are depleted using the
units of production
         basis over proved plus probable reserves or proved reserves for late
life assets, please cite
         the accounting literature that supports your rationale for excluding
estimated future
         development costs to access the probable reserves in your depletion
base. In this regard,
         we note that your disclosure at footnote 3(b) to your pro forma
financial statements at
         page 130 indicates that you employ the units of production method
calculated in
         accordance with the successful efforts method of accounting. However
the successful
         efforts method only allows for the amortization of acquisition costs
over proved reserves
         and depletion of development costs over proved developed reserves and
does not
         incorporate probable reserves in its calculation.
Exhibits

3.       We note the various indebtedness described under "Description of
Certain Indebtedness"
         on page 309. Please file any such material agreements or tell us why
you do not believe
         any such agreement is material. See Item 21(a) of Form F-4 and Item
601(b)(10) of
         Regulation S-K.


General

4.       We note your revised disclosure in response to comment 29, in which
you disclose
         that Woodside Shares issued under the Share Sale Agreement (the    New
Woodside
         Shares   ) will be issued by Woodside to BHP to be distributed by BHP
to eligible holders
         of ordinary shares of BHP Group Ltd, via an in-specie dividend, or to
a nominee
         appointed by BHP following consultation with Woodside to receive and
sell New
         Woodside Shares comprising the Share Consideration attributable to the
Ineligible
         Foreign BHP Shareholders and Relevant Small Parcel BHP Shareholders.
Please provide
         an analysis explaining whether BHP would be participating in the
distribution of the New
         Woodside Shares within the meaning of Section 2(a)(11) of the
Securities Act of 1933.
 Meg O   Neill
Woodside Petroleum Ltd.
February 18, 2022
Page 3

       You may contact Sandra Wall, Petroleum Engineer, at 202-551-6001 or John
Hodgin,
Petroleum Engineer, at 202-551-3699 on engineering matters. Please contact
Joanna Lam, Staff
Accountant, at 202-551-3476 or Craig Arakawa, Accounting Branch Chief, at
202-551-3650 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kevin Dougherty, Staff Attorney, at 202-551-3271, or Loan Lauren
Nguyen, Legal
Branch Chief, at 202-551-3642 with any other questions.



                                                          Sincerely,
FirstName LastNameMeg O   Neill
                                                          Division of
Corporation Finance
Comapany NameWoodside Petroleum Ltd.
                                                          Office of Energy &
Transportation
February 18, 2022 Page 3
cc:       Scott D. Rubinsky
FirstName LastName
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