SecProbe.io

March 1, 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 February 17, 2012 File No. 0-22818

Dear Mr. Lamel:
 We have reviewed your response letter 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 the Fiscal Year ended June 30, 2011

 Financial Statements

 Note 18 – Segment Information, page 67

 1. We have read your response to prior co mment one including the various reports
pertaining to segment identific ation.  In the CODM packag e, we note that the Audit
Committee Financial Review Schedules and Key Business Performance Data reports
show gross margin of various product gr oups and reporting units; and that the Audit
Committee Financial Review Schedules also in clude measurements of profitability, such
as operating income and net income, for thes e product groups or re porting units.  Since
the CODM receives this discre te financial information on a regular basis, it remains

Mr. Ira Lamel The Hain Celestial Group, Inc. March 1, 2012 Page 2

 unclear how you determined that your busin ess is comprised of a single operating
segment.  Please address the following points.

 Provide us with a copy of the organiza tion chart that shows the chief operating
decision maker, his direct reports, and managers of the product groups and
reporting units referenced above;

 Describe the frequency and types of co mmunications between the CODM and his
direct reports and these managers;

 Describe the process of preparing an d approving your operating and capital
expenditure budgets with details sufficient to understand each step in the process,
and the level and extent of participat ion by your chief operating decision maker,
his direct reports and these managers;

 Identify the brands that comprise eac h of the product groups and reporting units
shown in the CODM reports mentioned above;

 Provide a copy of the minutes of your board of directors’ meetings for each of the
most recent four meetings; and

 Describe the significant resource allo cation decisions made during 2011 and 2012
by your chief operating decision maker, incl uding those which pertained to such
product groups and reporting units.

2. We note your response to prior comment one stating that your CODM focuses on sales
performance by brand or product categor y when assessing performance and making
decisions about resource allocations.  Given that the CODM receives various measures of
profitability for product groups and reporting units, we would like to understand why the
CODM would not utilize such measures when  making important decisions about resource
allocations, as you contend.  Please clarif y the means by which your CODM assesses
performance.  For example, tell us how this is accomplished when revenue for a specific
product group or reporting unit is  consistent with expecta tions, while the corresponding
profitability reflected in gro ss margins or operating income is  less favorable; it should be
clear how informed decisions about res ource allocations are being formulated.

Mr. Ira Lamel The Hain Celestial Group, Inc. March 1, 2012 Page 3

 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