SecProbe.io

October 31, 2011
 Via E-mail

Mr. Ira Lamel Executive Vice President and Chief Financial Officer The Hain Celestial Group, Inc. 58 South Service Road Melville, New York, 11747
Re: The Hain Celestial Group, Inc.
 Form 10-K for Fiscal Year ended June 30, 2011
Filed August 29, 2011 File No. 0-22818

Dear Mr. Lamel:
 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year ended June 30, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Overview, page 23

1. We note your disclosure explaini ng that you continue to invest  in your brands to deliver
value to consumers.  Tell us how you assess on a periodic basis wh ether the results of
such investments are meeting your expecta tions, and how you determine which brands
receive promotion or market development funds.

Mr. Ira Lamel The Hain Celestial Group, Inc. October 31, 2011 Page 2

 Financial Statements

 Note 5 – Acquisitions, page 51

 Fiscal 2011, page 51

2. We note your disclosure indica ting that revenue and earnings  from the Danival and GG
UniqueFibera entities since acquisition are not  significant.  Please submit the analyses
that you performed in making this determ ination, also showing why you have not
disclosed revenue and earnings associated w ith the Greek Gods business subsequent to
your acquisition during the year ended June 30, 2011, as would ordinarily be required to
comply with FASB ASC 805-10-50-2(h).
 Note 18 – Segment Information, page 67

3. We note your disclosure stat ing that your CODM reviews standard gross margins by
brand.   Tell us why your CODM chooses to re view standard rather than actual margins
and quantify, by brand, any material differe nces.  In addition, explain how the CODM
views the relevancy and reliability of the standard gross margins in understanding the
comparative economic standing or potential of  your various brands ; and clarify whether
the understanding and confidence held by the C ODM is based on personal experience in
cost accounting, verbal representations from ot hers about the utility of the standard gross
margins relative to actual gross margins, or quantitative information regarding any material differences.

4. We note your disclosure expl aining that your CODM revi ews and approves capital
spending on a consolidated basis.  Tell us th e various types of resources allocated among
your segments and for brands, such as sale s and promotional incentives and advertising,
in addition to capital spending; and explai n how your CODM determines the levels of
such resources to allocate.  In addition, please explain the basis upon which your CODM
implements the SKU rationalization program s mentioned on page 12 and under Note 4
beginning on page 50.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Mr. Ira Lamel The Hain Celestial Group, Inc. October 31, 2011 Page 3

  staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact John Cannare lla at (202) 551-3337 if you have questions regarding
comments on the financial statements and relate d matters. Please contact me at (202) 551-3686
with any other questions.          S i n c e r e l y ,           / s /  K a r l  H i l l e r           K a r l  H i l l e r          B r a n c h  C h i e f