SecProbe.io

May 14, 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 April 4, 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, regarding your view of having a
single reportable operating segment.  We unders tand that you disregarded certain details
in the various reports that are routinely provided to your  CODM in formulating your
position, reasoning that such details, while re viewed by your CODM, are not utilized in
making decisions about resour ces to be allocated or to  assess performance.
 However, you explain that these details, includ ing measures of prof itability for several
product and regional groups, are utilized to facilitate disc ourse within your organization

Mr. Ira Lamel The Hain Celestial Group, Inc. May 14, 2012 Page 2

 and with investment analysts.  We also unders tand that these details are included with the
reporting package submitted to your board of dir ectors, and that there is a high level of
communication between your CODM and those responsible for resource allocation.
 We have consulted with our Division’s Office of Chief Accountant concerning your
situation, and believe that you will need to  separately identify operating segments
consistent with FASB ASC 280-10-50-1.  For example, the categories of grocery and
snacks, personal care, celestial tea, Cana da and Europe, each appear to constitute
operating segments; to include the corresponding acquisitions.    If you believe that your operating segments can be aggregated pursuant to FASB ASC
280-10-50-11, or do not surpass qua ntitative thresholds, please submit the qualitative and
quantitative analyses underlying your view.  Otherwise, to the extent that aggregation is
not possible, for operating segments which are also reportable segments, submit the revisions necessary to comp ly with FASB ASC 280-10-50.

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