SecProbe.io

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Correspondence

 DLA Piper LLP (US)

 1251 Avenue of the Americas, 27th Floor

 New York, New York
10020-1104

 www.dlapiper.com

 Sidney Burke

 sidney.burke@dlapiper.com

 T 212.335.4509

 F 212.884.8729

 VIA FAX (202.772.9368) AND EDGAR

 May 15, 2009

 H. Roger Schwall

 Assistant Director

 Office of Natural Resources and Food Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
The Hain Celestial Group, Inc.

Schedule 14A filed February 18, 2009, as Amended March 2, 2009

Response Letter Dated March 6, 2009

File No.
0-22818

 Dear Mr. Schwall:

 This letter is respectfully submitted on behalf of The Hain Celestial Group, Inc. (the “Company”) in response to the comment letter dated April 1, 2009 (the “Comment Letter”) from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), to Ira J. Lamel, Executive Vice President and Chief Financial Officer of the Company, as well as the telephone
calls with the Staff on April 17, 2009 and May 6, 2009. The responses to the Staff’s comments are set forth below, with each paragraph numbered to correspond to the numbered comments set forth in the Comment Letter. For your
convenience, the comments have been reproduced in italics below, together with the responses. Capitalized terms used and not defined herein have the meanings given to such terms in the Company’s filing.

 Schedule 14A filed February 18, 2009

 Annual Cash
Incentives, page 36

1.
 We note your response to our prior comment 4. As part of our prior comment 4, we mentioned that you did not disclose the named executive officers’
performance with regard to each “Stated Goal,” instead providing only an “Overall Annual Incentive Plan Score.” The proposed revised disclosure still does not include this information. Please

 Mr. H. Roger Schwall

 United States
Securities and

 Exchange Commission

 May 15, 2009

Page 2

disclose, for each named executive officer, the number of points awarded for each Stated Goal.

 As discussed with the Staff on April 17, 2009 and May 6, 2009, the Company proposes to revise its disclosure in its next proxy statement in
response to this comment. Attached as Exhibit A hereto is a proposed version of the “Annual Cash Incentives” section. The proposed disclosure utilizes the information relating to the Company’s 2008 fiscal year to reflect
the changes the Company intends to implement in its next proxy statement.

 The Company has re-evaluated its “Annual Cash
Incentives” disclosure, taking into account the Staff’s comments along with the interpretive positions of the SEC and the Staff. The Company is aware that in adopting the new executive compensation rules, the SEC focused on
principles-based requirements for a company to disclose material information about compensation objectives and policies for its named executive officers. The principles-based disclosure concept requires each company to assess its own facts and
circumstances and determine what elements of the company’s compensation policies and decisions are material and warrant disclosure. The SEC has also made clear that, in addition to its compensation policies and decisions, a company responding
to the principles-based disclosure requirement must analyze material factors underlying those policies and decisions. The Company has also taken into account the analytical framework provided by the Division of Corporation Finance in its
April 24, 2009, Compliance and Disclosure Interpretations of Regulation S-K (the “CD&I”). Specifically, CD&I 118.04 states that “[a] company should begin its analysis of whether it is required to disclose
performance targets by addressing the threshold question of materiality in the context of the company’s executive compensation policies or decisions. If performance targets are not material in this context, the company is not required to
disclose the performance targets.”

 The Company respectfully submits that the revised disclosure provides the material information
necessary to understand the Company’s compensation policies and decisions with respect to its named executive officers. As described in greater detail in Exhibit A hereto, for fiscal year 2008, the Compensation Committee adopted 13
or more performance measures (grouped into three categories – Financial, Strategic Direction and Leadership) for each named executive officer, which served as a guide to the Compensation Committee in assessing such officer’s performance
and determining his annual cash incentive payment. The Compensation Committee did not consider any one performance measure to be material in determining annual cash incentive payments, and retained complete discretion over the final amount of the
payment, subject only to each executive’s maximum annual cash incentive payment. For the quantitative Company financial measures, the Company has disclosed the performance targets and actual results. For the operational measures, which
generally tend not to be quantitative in nature, the Company has refocused its disclosure regarding its strategic direction and leadership objectives, disclosed how the Compensation Committee analyzed these measures, and provided

 Mr. H. Roger Schwall

 United States
Securities and

 Exchange Commission

 May 15, 2009

Page 3

explanations as to why its analyses resulted in the amount of the annual cash incentive that was paid to the named executive officer. The Company has
provided narrative analysis as to how and why the Compensation Committee made its decisions and provided additional information related to the different measures considered by the Compensation Committee. The Company believes that its revised
disclosure is consistent with the principles-based disclosure of material information regarding its compensation policies and decisions for its named executive officers.

2.
Another part of our prior comment 4 asked you to disclose all qualitative and quantitative performance goals established and explain in detail how these are used to calculate the
bonus that is actually paid. In your response, you state that “the ‘Strategic Direction’ and ‘Leadership’ categories may be more qualitative or subjective in nature.” It is therefore unclear whether you set any goals
for these categories. Please disclose whether you set goals for these categories and, if so, please disclose the goals for each category. If you did not establish goals for these categories, please discuss how each category was evaluated to
determine the number of points that was assigned to each category.

 Please refer to the response to comment #1 above.

 Long-Term Incentive Program—Grant to Mr. Simon, page 40

3.
We note your response to our prior comment 7. You indicate that the total number of authorized shares available for grant under the 2002 Plan was increased on December 1,
2005 and November 30, 2006. However, Mr. Simon’s contractual entitlements to receive 300,000 options on each of July 1, 2005, 2006 and 2007 were not satisfied until April 1, 2008. Please supplementally advise us as to the
reasons for the delay between the dates of the increases to the authorized shares available for grant and the date when Mr. Simon’s contractual entitlements to receive options were eventually satisfied. Discuss why catch-up grants were not
made, to the extent possible, at the points in time when additional authorized shares became available for grant. Also discuss what impact the decisions to delay the grants had on the value that Mr. Simon ultimately received.

 This response consists of three parts: (1) a detailed chronology of the material events surrounding the grants;
(2) the actions taken by the Company’s Board of Directors (the “Board”) and the Board’s Compensation Committee (the “Compensation Committee”); and (3) an explanation of the manner in which these
issues were resolved.

 Mr. H. Roger Schwall

 United States
Securities and

 Exchange Commission

 May 15, 2009

Page 4

 Background

 Mr. Simon entered into a four-year employment agreement with the Company as of
July 1, 2003, pursuant to which Mr. Simon was entitled to a grant of 300,000 options each on July 1, 2004, 2005, and 2006. Pursuant to the extension of his contract in October 2006, Mr. Simon was entitled to the equity equivalent
of 300,000 options each on July 1, 2007 and 2008.

 Reasons for the delay in the equity grants due July 1, 2005, 2006 and 2007

The Company did not grant equity compensation (to Mr. Simon or any other employee from August 2004 until April 2008 (other than limited new hire
grants in the Spring of 2005), in part due to insufficient shares being available for grant under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the “2002 Plan”) and in part due to other
factors, as described below.

 On July 1, 2005, the Company was not able to grant to Mr. Simon the 300,000 options to which he was
entitled pursuant to his employment agreement because only approximately 92,200 options were available for grant under the 2002 Plan. On December 1, 2005, the Company’s stockholders approved an increase of 750,000 shares in the number of
shares available under the 2002 Plan, bringing the total shares available under the plan to approximately 842,200. At that point, the Company had a contractual obligation to grant Mr. Simon 300,000 options that had not been granted, and had a
contractual obligation to grant an additional 300,000 options to him on July 1, 2006. Satisfying these obligations to Mr. Simon would have left less than 250,000 options available to be granted to all other employees. The Board and the
Compensation Committee believed that it would be not be in the Company’s best interest to resolve the Company’s obligations to Mr. Simon without adequately addressing equity grants to other eligible employees, and therefore the
Compensation Committee determined that prior to settling Mr. Simon’s ungranted options it would conduct a comprehensive review of the Company’s compensation policies, including a review of long-term non-cash incentives. The
Compensation Committee engaged a compensation consultant to review and analyze the Company’s existing compensation policies and programs and provide recommendations regarding any improvements.

 In June 2006, the Compensation Committee and the Board received and considered recommendations of the compensation consultant regarding its compensation
policies. However, around that time, the Company began to receive media inquiries, and analyst reports were published, which questioned the option granting practices in various industries and specific companies, including the Company. In response to
these inquiries, and cognizant that Mr. Simon’s employment contract would expire by its terms on June 30, 2007, the Compensation Committee determined that it would not be prudent to grant equity to or otherwise conclude a settlement
with Mr. Simon at that time, and the Compensation Committee continued to work

 Mr. H. Roger Schwall

 United States
Securities and

 Exchange Commission

 May 15, 2009

Page 5

with its compensation consultant in the review of the Company’s existing compensation policies and programs.

 On October 30, 2006, the Board approved an extension of Mr. Simon’s employment contract through June 30, 2009. The extension required
the Company to grant to Mr. Simon the equity equivalent of 300,000 options on each of July 1, 2007 and 2008 with the composition of such equity grants being based on the terms of the then-current long term incentive plan applicable to
other executives. The Board acknowledged that the grants that Mr. Simon was owed under his employment agreement prior to the extension would remain obligations of the Company, which were expected to be resolved upon the completion of the
comprehensive review of the Company’s compensation practices.

 At the Company’s annual meeting on November 30, 2006, the
Company’s stockholders approved an increase of 2,000,000 shares in the number of shares available under the 2002 Plan. By November 30, 2006, the Company had not granted equity to any employees (other than limited new hire grants) for a
period of over two years from the last grant, despite its previous historical practice of regular broad-based equity grants. On March 15, 2007, the Compensation Committee presented to the Board a report covering matters relating to the
Company’s obligation with respect to Mr. Simon’s ungranted options and equity grants to the Company’s employees. The Board agreed to defer any decisions regarding such matters until the next Board meeting.

 In June 2007, the Company was informed by the SEC’s Division of Enforcement that it was conducting an inquiry into the Company’s stock option
practices. In connection with this inquiry, a group of independent directors was appointed to review the Company’s stock option granting procedures; this review delayed the filing of the Company’s Form 10-K for the year ended June 30,
2007, until January 31, 2008.

 Company actions to resolve Mr. Simon’s equity entitlements

 In the face of insufficient share availability under the 2002 Plan and in response to the matters described above, the Company took a series of steps in
seeking to resolve Mr. Simon’s equity entitlements:

•

 The Company sought, and obtained, stockholder approval of increases in the number of shares available under the 2002 Plan on two separate occasions (750,000 shares
in December 2005 and 2,000,000 shares in November 2006).

•

 The Compensation Committee engaged compensation consultants to undertake a comprehensive review of the Company’s compensation policies and programs and to make
recommendations regarding the settlement of Mr. Simon’s equity entitlements.

 Mr. H. Roger Schwall

 United States
Securities and

 Exchange Commission

 May 15, 2009

Page 6

•

 The Company negotiated an extension to Mr. Simon’s employment agreement that entitled him to receive the equivalent value of 300,000 options with the
composition of such equity grants being based on the terms of the then-current long term incentive plan applicable to other executives.

•

 The Board resolved Mr. Simon’s then-outstanding equity entitlement at the same time as it made a broad equity grant to employees, including senior
management. These grants were the first equity grants to any employees (other than limited new hire grants) since August 2004.

 The
settlement with Mr. Simon

 On April 1, 2008, the compensation consultant presented a report to the Board regarding its review
of the Company’s compensation policies and the resolution of the issues related to Mr. Simon’s ungranted options. After considering the analysis and recommendation of the compensation consultant, the Compensation Committee recommended
and the Board approved the equity grants and cash payment that were ultimately made to Mr. Simon in respect of his July 1, 2005, 2006 and 2007 equity entitlements.

 In accordance with the compensation consultant’s recommendations, the Board determined that Mr. Simon should receive the equivalent of the
Black-Scholes value of the 900,000 options as of April 1, 2008, had they been granted in three tranches on July 1, 2005, 2006 and 2007, respectively, pursuant to Mr. Simon’s employment agreement, which equaled approximately $12
million in total value. Such amount was split equally such that (a) 472,671 stock options were granted at an exercise price of $30.35 per share (equal to the closing market price on April 1, 2008) with a seven-year term, vesting annually
over four years, (b) 131,796 shares of restricted stock were granted, vesting annually over three years and (c) a cash payment of $4 million was made. In connection with this determination by the Board, reference was made to the
terms of the extension to Mr. Simon’s employment agreement under which Mr. Simon agreed that the equity com