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                             February 3, 2021

       Eifion Jones
       Senior Vice President and Chief Financial Officer
       Hayward Holdings, Inc.
       400 Connell Drive
       Suite 6100
       Berkeley Heights, NJ 07922

                                                        Re: Hayward Holdings,
Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted January
21, 2020
                                                            CIK No. 0001834622

       Dear Mr. Jones:

             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
       January 8, 2021 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   Please revise to
describe the factors you discuss in your response to prior comment 3 that
                                                        support your statement
that you have an estimated 30% market share of the North
                                                        American residential
pool market. Please identify the third party that provides the unit
                                                        share data for
manufacturers to the extent material.
 Eifion Jones
FirstName  LastNameEifion Jones
Hayward Holdings, Inc.
Comapany3,NameHayward
February    2021         Holdings, Inc.
February
Page 2 3, 2021 Page 2
FirstName LastName
2.       You present information for fiscal year 2020 such as operating income
margin, net income
         margin and adjusted EBITDA margin. Wherever your present financial
data for fiscal
         year 2020 in your Prospectus Summary, please revise to present
comparable data for fiscal
         year 2019.
Competitive Strength
Resilient, Strong Financial Performance, page 9

3.       In response to prior comment 2, you state that the trend of growth in
net sales and adjusted
         EBITDA was consistent over the entire period 2012 to 2020, except for
fiscal year 2019
         which was negatively affected by industry trends and other factors.
Please revise here to
         disclose this information, similar to how you discuss the negative
trend in net income in
         2017.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Reconciliation, page 71

4.       We note you intend to provide quarterly financial data that includes
non-GAAP measures
         of adjusted segment income and adjusted segment income margins. To the
extent you
         continue to include these measures, please ensure that you include the
reconciliation to the
         most comparable GAAP measure for each period presented. Refer to Item
10(e)(1)(i)(B)
         of Regulation S-K.
Notes to Consolidated Financial Statements
Note 12. Operating Segments and Related Information, page F-25

5.       We note your response to prior comment 17. Considering your references
throughout the
         filing regarding aftermarket sales as a recurring sales model versus
new pool construction,
         please explain further why you believe that disclosing these product
categories is not
         required. Also, we note you added a breakdown of your various product
categories on
         page 2. Tell us your consideration to provide a similar breakdown in
your segment
         disclosures. Refer to ASC 280-10-50-40. In addition, please explain
further why you do
         not believe a discussion of revenue by aftermarket sales versus new
product construction
         or by product type is necessary to an understanding of your results of
operations.
Note 13. Earnings per Share, page F-26

6.       Please tell us how you determined the weighted-average number of Class
B shares
         outstanding used in both basic and diluted EPS calculations and how it
correlates to the
         total number of Class B shares outstanding. In this regard, the 4,742
weighted average
         shares noted here appears to be significantly different than the
number of shares at the
         beginning and end of the fiscal year as presented in your statement of
changes in
         redeemable stock and stockholders' equity.
 Eifion Jones
Hayward Holdings, Inc.
February 3, 2021
Page 3


Note 14. Commitments and Contingencies
Litigation, page F-27

7.     You state that in the opinion of management it is "remote" that
litigations arising in the
       normal course of business will have a material effect on the company's
financial position,
       results of operations, or cash flows. Please confirm that such assertion
relates also to the
       Pentair litigation discussed elsewhere in the filing. If not, revise to
disclose any probable
       or reasonably possible losses related to this matter. In this regard,
you state that if Pentair
       and/or Danfoss were to prevail in such proceedings, you may owe money
damages or you
       may be required to cease any infringing activities, which could have a
negative impact on
       your supply chain or other business, including the ability to make, use,
sell, offer for sale
       and/or import certain of your products. Refer to ASC 450-20-50-1 through
50-5.
Note 20. Condensed Financial Information of Registrant (Parent Company Only),
page F-34

8.     We note your revised disclosures in response to prior comment 23. Please
further
       revise to quantify the amount of retained earnings or net income
restricted or free of
       restrictions. Refer to Rule 4-08(e) of Regulation S-K. Also, revise your
risk factor
       disclosures on page 43 to include a discussion of the specific dividend
restrictions
       imposed by the terms of your subsidiaries' credit facilities.
        You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael Foland,
Staff Attorney, at
(202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                               Sincerely,
FirstName LastNameEifion Jones
                                                               Division of
Corporation Finance
Comapany NameHayward Holdings, Inc.
                                                               Office of
Technology
February 3, 2021 Page 3
cc:       Rachel Phillips
FirstName LastName