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                            December 30, 2020

       Gerald W. Evans, Jr.
       Chief Executive Officer
       Hanesbrands Inc.
       1000 East Hanes Mill Road
       Winston-Salem, NC 27105

                                                        Re: Hanesbrands Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2019
                                                            Filed February 11,
2020
                                                            File No. 001-32891

       Dear Mr. Evans:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2019

       Part III. Item 11. Executive Compensation (incorporated by reference
from Definitive Proxy
       Statement filed March 16, 2020), page 49

   1.                                                   We note that "[t]he
Compensation Committee determined to measure the achievement of
                                                        the 2020 performance
metrics [by excluding] from the measurement of EPS-XA for 2020
                                                        the effects of any
share repurchases in excess of $200 million during the 2020 fiscal
                                                        year." We also note
that for the quarter ended March 28, 2020, the company repurchased
                                                        approximately 14.5
million shares, valued at approximately $200 million. In future
                                                        filings, please
disclose the Compensation Committee's reasoning for the $200 million
                                                        threshold and disclose
the impact that excluding your 2020 share repurchases will have on
                                                        your performance
measure of EPS-XA.
 Gerald W. Evans, Jr.
FirstName LastNameGerald  W. Evans, Jr.
Hanesbrands Inc.
Comapany30,
December  NameHanesbrands
              2020         Inc.
December
Page 2    30, 2020 Page 2
FirstName LastName
Part IV. Item 15. Exhibits and Financial Statement Schedules, page 44

2.       We note that your Amended and Restated Bylaws include an exclusive
forum selection
         provision. We note that your forum selection provision identifies the
Circuit Court for
         Baltimore City, Maryland (or, if such court does not have
jurisdiction, the United States
         District Court for the District of Maryland, Northern Division) 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,
         please provide appropriate risk factor disclosure, including that
there is uncertainty as to
         whether a court would enforce such provision. If the provision applies
to Securities Act
         claims, please also state that investors cannot waive compliance with
the federal securities
         laws and the rules and regulations thereunder. In that 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. If this provision does not apply to actions
arising under the
         Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
         the governing documents states this clearly, or tell us how you will
inform investors in
         future filings that the provision does not apply to any actions
arising under the Securities
         Act or Exchange Act.
3.       In future annual report filings, please include a description of your
securities pursuant to
         Item 601(b)(4) of Regulation S-K. Such exhibit should include a
description of your
         exclusive forum provision.
        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.

       Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202)
551-3264 with
any questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Joia Johnson, Esq.