SecProbe.io

Mail Stop 4628
March 1 4, 2016

Via E -Mail
Pasquale Conte
Executive Vice President and Chief Financial Officer
The Hain Celestial Group, Inc.
1111 Marcus Avenue
Lake Success, NY 11042

Re: The Hain Celestial Group, Inc.
 Form 8-K
Furnished  February 1, 2016
File No. 000-22818

Dear  Mr. Conte :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and ci rcumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 8 -K furnished February 1, 2016

1. The presentation of adjusted EBITDA shown on page 6 of Exhibit 99.1 in cludes a line
item captioned “adjustments”.  After considering note (a) to the presentation and the
information on pages 9 through 12, the specific items included in the “adjustments” line
item appears unclear.  Accordingly, revise your presentation to inc lude a clearly
understandable reconciliation of adjusted EBITDA to the most directly comparable
GAAP measure.  See Item 10(e)(1)(i)(B) of Regulation S -K.

Mr. Pasquale Conte
The Hain Celestial Group, Inc.
March 1 4, 2016
Page 2

 2. The reconciliations appearing on pages 9 and 11, in the form of full income statements,
appear to res ult in non -GAAP amounts being presented with greater prominence than
GAAP amounts.  This is particularly so given your presentation of prior period
comparative amounts on a non -GAAP basis only.  Revise your presentation to provide
reconciliations in a form  other than a full income statement.  See Item 10(e)(1)(i)(A) of
Regulation S -K and Question 102.10 of the Non -GAAP Fin ancial  Measures Codification
and Disclosure Interpretation  .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities E xchange Act of
1934 and all applicable Exchange Act rules require.   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 provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 t he United States.

You may contact Joseph Klinko a t (202) 551 -3824 if you have questions regarding
comments on the financial statements and related matters.  Please contact  me (202) 551 -3489
with any other questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources