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                             May 20, 2022

       Brian McNamara
       Chief Executive Officer
       Haleon plc
       c/o 980 Great West Road
       Brentford, Middlesex TW8 9GS

                                                        Re: Haleon plc
                                                            Amendment No. 3 to
                                                            Draft Registration
Statement on Form 20-F
                                                            Submitted May 10,
2022
                                                            CIK No. 0001900304

       Dear Mr. McNamara:

             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. 3 to Draft Registration Statement on Form 20-F Submitted
May 10, 2022

       Questions and Answers about Separation
       What is Separation?, page 13

   1.                                                   We note your revised
disclosure on page 16 where you no longer depict the Non-Voting
                                                        Preference Shares in
your table at the bottom of page 16. However, we note your
                                                        disclosure elsewhere
that there will be "25 million fully paid non-voting preference shares
                                                        of   1 each in the
capital of the Company." Please revise your table here and at the bottom
                                                        of page 78 to clearly
depict the non-voting preference shares that will be outstanding
                                                        following the Demerger,
the Share Exchanges and the NVPS Sale.
 Brian McNamara
FirstName
Haleon plc LastNameBrian McNamara
Comapany
May        NameHaleon plc
     20, 2022
May 20,
Page 2 2022 Page 2
FirstName LastName
Tax Covenant, page 253

2.       We note your disclosure on page 64 that the "Tax Covenant agreement
will restrict the
         Company   s ability to engage in certain transactions." Please update
your disclosure on
         page 253 to discuss the material terms of the agreement, including the
restrictions on the
         Company's ability to engage in certain transactions or otherwise
advise.
Limitations on the Depositary's Liability, page 274

3.       We note Section 19 of the Deposit Agreement filed as Exhibit 2.1 and
your revisions to
         pages 276 and 277 discussing your exclusive forum provision. Please
provide
         clear risk factor disclosure regarding the potential risks to
investors, including, as
         examples only, increased costs to bring a claim and the possibility
that such provisions
         may discourage the filing of claims or limit investors    ability to
bring a claim in a judicial
         forum that they find favorable. You should also address whether there
is any question as
         to whether a court would enforce the provision.
Exhibits

4.       We note that you have not filed as exhibits any employment contracts
with your executive
         officers or any management compensatory plans such as the "three
discretionary share-
         based incentive plans: the PSP, the DABP and a share value plan (the
 SVP   ) (together,
         the    Executive Plans   )" you reference on page 213 as required by
Instruction 4(c) to the
         Exhibits in Form 20-F. Please advise us whether you are relying on
Instruction 4(c)(v)
         because you are not required to file these documents in your home
country, or tell us why
         you otherwise believe that these documents do not need to be filed.
General

5.       We note your risk factor on page 53 where you indicate that inflation
could materially and
         adversely affect your business. Please update this risk factor or
include an additional risk
         factor discussing how recent inflationary pressures have impacted your
operations
         consistent with your disclosure on page 152. In this regard, identify
the types of
         inflationary pressures you are facing and how your business has been
affected.
       You may contact Tara Harkins at 202-551-3639 or Vanessa Robertson at
202-551-3649 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any
other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
 Brian McNamara
Haleon plc
FirstName
May 20, 2022   LastNameBrian McNamara
Comapany
Page    3      NameHaleon plc
May 20, 2022 Page 3
cc:       Sebastian R. Sperber, Esq.
FirstName LastName