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                             November 2, 2021

       Matthew Roberts
       Chief Executive Officer
       Vacasa, Inc.
       850 NW 13th Avenue
       Portland, OR 97209

                                                        Re: Vacasa, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed October 22,
2021
                                                            File No. 333-258739

       Dear Mr. Roberts:

             We have reviewed your amended 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 20, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Presentation by Deutsche Bank Securities Inc., page 140

   1.                                                   For each
selected/comparable company, please revise to disclose the revenue and gross
                                                        profit multiple of
enterprise value for calendar year 2022E and 2023E calculations which
                                                        provided the basis for
the various valuation analyses.
   2.                                                   Please revise to
summarize in greater detail the selected precedent transaction information
                                                        presented to the TPG
Pace Board.
 Matthew Roberts
FirstName
Vacasa, Inc.LastNameMatthew Roberts
Comapany 2,
November    NameVacasa,
              2021       Inc.
November
Page 2     2, 2021 Page 2
FirstName LastName
Miscellaneous, page 143

3.       Please revise to disclose and quantify any fees paid, or to be paid
to, Deutsche Bank and
         its affiliates relating to any material relationship that existed
during the past two years, or
         is understood to be contemplated, between TPG Pace and its affiliates
and Deutsche Bank
         and its affiliates. Refer to Item 1015(b)(4) of Regulation M-A.
4.       Please file the Deutsche Bank Presentation as an exhibit to the
registration statement.
         Refer to Item 21.(c) of Form S-4.
       You may contact Abe Friedman at 202-551-8298 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of
Trade & Services