United States securities and exchange commission logo





                              February 16, 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. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
9, 2021
                                                            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
       February 3, 2021 letter.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   We note your response
and revised disclosures to prior comment 5. Given that you make
                                                        multiple references
throughout the filing noting your significant reliance on aftermarket
                                                        sales and your
assertions that aftermarket sales comprises a majority of your total sales,
                                                        each time you discuss
aftermarket sales, revise to clearly disclose the fact that such sales
                                                        data and information is
derived from management's estimates based on outside, third-party
                                                        information and is not
based on actual GAAP sales results.
 Eifion Jones
Hayward Holdings, Inc.
February 16, 2021
Page 2
Notes to Consolidated Financial Statements
Note 13. Earnings per Share, page F-26

2.    We note your response to prior comment 6. Please tell us why you consider
unvested
      restricted stock awards to be outstanding, and what accounting guidance
you considered
      when forming your conclusion. In your response, please clarify the terms
of such awards,
      such as voting, dividend and transfer rights or repurchase provisions,
and revise your
      disclosures in Note 16 to include such terms.
        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 16, 2021 Page 2
cc:       Rachel Phillips
FirstName LastName