May 24, 2019

Mark Okerstrom
Chief Executive Officer
Expedia Group, Inc.
333 108th Avenue NE
Bellevue, WA 98004

       Re: Expedia Group, Inc.
           Registration Statement on Form S-4
           Filed May 1, 2019
           File No. 333-231164

Dear Mr. Okerstrom:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 Filed May 1, 2019

General

1.     Please provide your analysis as to the applicability of Exchange Act
Rule 13e-3 to the
       transaction, including any reliance on the exceptions to the rule's
applicability. In this
       regard, we note that cash will be paid in lieu of any fractional shares
of Expedia Group
       common stock. Specifically address that the exception in Rule
13e-3(g)(2) requires that
       security holders be offered or receive only an equity security. Please
also address: (i) the
       number of Liberty Expedia Holdings, Inc. security holders who, giving
effect to the
       exchange ratio, would be subject to cash disposition of fractional
interests; and (ii) the
       estimated amount of cash payable to dispose of the fractional interests;
and the (iii) the
       number of Liberty Expedia security holders, if any, who would be
effectively cashed out
       after giving effect to the cash disposition of fractional interests.
Refer to Question and
 Mark Okerstrom
Expedia Group, Inc.
May 24, 2019
Page 2
         Answer 11 in Exchange Act Release No. 34-17719 (April 13, 1981), which
addresses only
         a scenario where security holders are offered an election to receive
cash.
Comparison of Stockholder Rights
Exclusive Forum Provision, page 127

2.       We note that your forum selection provision identifies a state court
located within the
         State of Delaware (or, if no state court located within the State of
Delaware has
         jurisdiction, the federal district court for the District of Delaware)
as the exclusive forum
         for certain litigation, including any "derivative action." Please
disclose whether this
         provision applies to actions arising under the Securities Act or
Exchange Act. If so, state
         that there is uncertainty as to whether a court would enforce the
provision. If the
         provision applies to Securities Act claims, also state that investors
cannot waive
         compliance with the federal securities laws and the rules and
regulations thereunder. In
         this regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
         for federal and state courts over all suits brought to enforce any
duty or liability created by
         the Securities Act or the rules and regulations thereunder.
3.       Please clarify the state court selected in your exclusive forum
provision. In this regard,
         we note that your bylaws reference "a state court located within the
State of Delaware"
         but your disclosure references the Court of Chancery of the State of
Delaware.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Susan Block at 202-551-3210 or Nolan McWilliams at
202-551-3217 with
any other questions.



FirstName LastNameMark Okerstrom                                Sincerely,
Comapany NameExpedia Group, Inc.
                                                                Division of
Corporation Finance
May 24, 2019 Page 2                                             Office of
Transportation and Leisure
FirstName LastName