SecProbe.io

January 13, 2012
 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 the Fiscal Year ended June 30, 2011
Filed August 29, 2011 Response Letter dated December 9, 2011 File No. 0-22818

Dear Mr. Lamel:
 We have reviewed your filing and respons e letter and have the following additional
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 the Fiscal Year ended June 30, 2011

 Financial Statements

 Note 18 – Segment Information, page 67

1. We note your response to prior comments 1, 3 and 4, regarding your segment
disclosures, in which you desc ribe various levels of decisi on-making and clarify that your
CODM primarily uses sales data in determin ing resource allocation.  We would like to
better understand your process of segment iden tification and have therefore compiled the
additional comments in this letter.  Please contact us by telephone  in advance of your
reply if you require further gui dance or clarification about  the information we have
requested.  Please address the following points.

Mr. Ira Lamel The Hain Celestial Group, Inc. January 13, 2012 Page 2

  Submit a schedule listing the operating segm ents you have identified according to
the definition in ASC 280-10-50-1.

 Tell us whether your CODM receives sales data by brand and explain how you
determined whether your brands represent or have the characteristics of operating
segments.  To the extent that you beli eve brands are not operating segments
because your CODM does not review thei r operating results, identify the grouping
of brands within operating segments and describe the resource allocation decisions which pertain to these segm ents for the year ended June 30, 2011.

 Identify any operating segments which ha ve been aggregated in the amounts
disclosed for your reportable segments.  And for all operating segments which
have been aggregated, submit the analysis  that you performed in concluding that
aggregation is appropriate.

 Identify your CODM and submit a copy of the information package provided to
the CODM covering all business activities  and operating results for the year
ended June 30, 2011, plus any additiona l reports upon which the CODM may
have relied in making resource allocation decisions and assessing performance.
Please explain your rationale in identifyi ng the CODM as an individual or group
excluding those responsible for resource a llocation by brand; it  should be clear
how your approach is consistent with  ASC 280-10-50-5 through 280-10-50-9.

 Submit a copy of all information provided to your board of directors covering
business activities and operating results for the year ended June 30, 2011 which
was not also provided to your CODM, a nd explain how your identification of
operating segments has properly considered  this information in accordance with
ASC 280-10-50-6.
 2. We understand from your response to prior co mment 3, that you track standard margins
by brand on a “legacy information tec hnology platform” and that although such
information is compiled and provided to your C ODM in a “daily flash report” this report
is not reflective of the company as a whole a nd may no longer serve its original purpose.
Please describe the nature of the limitati ons which you believe create doubt over the
usefulness of the report and explain the purpose which is now in question.  As previously
requested, also quantify any material differen ces between the actual and standard margins
in the annual flash report and explain why th e report does not include actual margins.

3. In your response to prior comment 4, you indica te that decisions regarding the allocation
of resources are made by your CODM on a “pro ject by project” basis, considering the
economics of each project.  Please describe  the nature of the projects which are
encompassed in such decision making.  Please also describe the extent to which your
CODM reviews historical operating results, including margins and other measures of
brand profitability, when assessing the economic  merits of potential brand acquisitions.

Mr. Ira Lamel The Hain Celestial Group, Inc. January 13, 2012 Page 3

 Describe any efforts on the part of your C ODM to compare actual brand profitability
subsequent to acquisition to financial data c onsidered in deciding to acquire the brands.

You may contact John Cannarella  at (202) 551-3337 or 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