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                              October 12, 2022

       Bjarne Tellmann
       Senior Vice President and General Counsel
       Haleon plc
       Building 5, First Floor, The Heights
       Weybridge, Surrey, KT13 0NY
       United Kingdom

                                                        Re: Haleon plc
                                                            Registration
Statement on Form F-4
                                                            Filed September 29,
2022
                                                            File No. 333-267650

       Dear Bjarne Tellmann:

              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.

       Registration Statement on Form F-4

       General

   1.                                                   We note that you are
registering the exchange notes in reliance on our position enunciated
                                                        in Exxon Capital
Holdings Corp., SEC No-Action Letter (April 13, 1988). See also
                                                        Morgan Stanley & Co.
Inc., SEC No-Action Letter (June 5, 1991) and Shearman
                                                        & Sterling, SEC
No-Action Letter (July 2, 1993). However, the prospectus does not
                                                        contain all of the
representations and disclosure required by the no-action letters.
                                                        Specifically, the
Company must represent that it has not entered into any arrangement or
                                                        understanding with any
person who will receive exchange securities in the exchange offer
                                                        to distribute those
securities following completion of the offering, and that it is not aware
                                                        of any person that will
participate in the exchange offer with a view to distribute the
 Bjarne Tellmann
Haleon plc
October 12, 2022
Page 2
      exchange securities. Furthermore, the Company must disclose to each
person participating
      in the exchange offer that if such participant acquires the exchange
securities for the
      purpose of distributing them, such person must comply with the
registration and
      prospectus delivery requirements of the Securities Act in order to resell
exchange
      securities, and be identified as an underwriter in the prospectus. Please
revise your
      prospectus to include these representations on behalf of the Company as
well as the
      additional disclosure to all participants. Alternatively, you may provide
us with a
      supplemental letter that includes the representations.
        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 Jessica Ansart at 202-551-4511 or Jane Park at
202-551-7439 with any
other questions.



                                                           Sincerely,

FirstName LastNameBjarne Tellmann                          Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameHaleon plc
                                                           Services
October 12, 2022 Page 2
cc:       Sebastian Sperber
FirstName LastName