Prince Manufacturing Co., maker of the oversized tennis racket that has revolutionized the tennis industry, said yesterday it has agreed to be acquired by consumer-products giant Chesebrough-Pond's Inc.

The two companies announced that they had signed an agreement in principle under which Chesebrough-Pond's would pay $62 million in stock for Prince, which is privately held.

The decision to sell the company apparently stemmed from concern over possible estate-tax problems involving the holdings of Howard Head, chairman of Prince and developer of the Prince racket. Head, 67, owns more than 60 percent of the company's stock.

"We've been considering for a long time various possibilities for diversifying my holdings," Head said in an interview from Prince's headquarters in Princeton, N.J. "This one came along and looked so satisfyingly good that we took it."

The revolutionary Prince racket, two inches wider and 3 1/2 inches longer than a standard racket, has taken the tennis world by storm since it was introduced six years ago. Prince's sales have rocketed from $9.4 million in 1979 to $34.9 million last year, and the company is projecting sales of $60 million for 1982. Prince also makes tennis-ball-tossing practice machines.

"We obviously see it as a long-term growing company," said Donald Heymann, a spokesman for Chesebrough-Pond's, which is based in Greenwich, Conn.

This will be the first venture into sporting goods for Chesebrough-Pond's, which makes such diverse products as Vaseline, Ragu spaghetti sauce, Q-tips and Bass Weejuns shoes. However, Heymann said the proposed acquisition "is not really off the beaten track. "Like our other acquisitions and new businesses of the past 10 years or so, it's a well-established product," he said.

Heymann speculated that Chesebrough-Pond's might use Prince as the foundation for other diversification, a typical strategy for the company. "Usually we'll take a base and build from it," he said. But, he added, "I couldn't for the life of me say how" the company might expand Prince.

Head said the decision to sell out to Chesebrough-Pond's was based on his respect for Chesebrough-Pond's chairman and president, Ralph E. Ward, and the company's experience in marketing and expanding businesses.

"I permitted the sale very happily, I may say, because I liked Chesebrough," he said. "I expect Prince to go forward and grow and thrive under the Chesebrough aegis."

Prince's present management team will remain with the company under Chesebrough-Pond's, except for Head, who will become a consultant. "I will continue in my advisory and critical and creative position," he said.

The planned sale of Prince marks the second time Head has sold a flourishing company built around one of his novel designs for a piece of sports equipment. Head Ski, the company that the former aircraft engineer founded to market his design for a lightweight metal ski--the first of its kind--was purchased by AMF Inc. in the late 1960s after Head tired of running the fast-growing company, preferring instead to do design work.

A few years later, he bought into Prince, then a small maker of ball-tossing machines, when he developed an improved version of the device. Shortly after, he invented the oversized tennis racket, which has a much larger "sweet spot" for hitting the ball than that of a normal rackets.

Asked yesterday if he now plans to supply a fresh approach to another type of sports equipment, Head answered, "Thanks, no."