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Response Letter to the Securities and Exchange Commission

 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

 September 21, 2009

 H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

The Hain Celestial Group, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2008

Filed August 29, 2007, as Amended October 28, 2008

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

Response Letters Dated March 6, 2009, May 15, 2009 and June 12, 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 July 30, 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. The response to the
Staff’s remaining comment is set forth below. For your convenience, the comment has been reproduced in italics below, together with the response. Capitalized terms used and not defined herein have the meanings given to such terms in the
Company’s Schedule 14A filed February 18, 2009, as amended March 2, 2009 (the “Proxy Statement”).

 Schedule 14A filed
February 18, 2009

 Annual Cash Incentives, page 36

 We note your response to our prior comment 1, and we note your statement on page A-4 of your response that “In determining the annual cash incentive payments for each NEO, the Compensation Committee first
assessed each NEO’s individual performance and contribution to the previously established performance measures and arrived at an aggregate determination for the executive’s performance.” Please revise your disclosure to quantify the
amount of this initial aggregate determination for each NEO, and to quantify which portion of it, for each NEO, related to (1) financial measures, (2) strategic direction measures and (3) leadership measures. In this regard, we refer
you to the relative weightings that were assigned to each measure category. It is unclear from your disclosure whether these weightings were adhered to, or deviated from, in making this initial aggregate determination. We may have further comments
after reviewing your response.

 Mr. H. Roger Schwall

 United States Securities and

 Exchange Commission

Page
 2

 As previously discussed with the Staff, and as we attempted to reflect in our prior responses, the
process undertaken by the Company’s Compensation Committee (the “Committee”) in determining annual cash incentive payments was not a mathematical calculation based upon a fixed formula, but an objective and subjective
evaluation of a variety of factors, as described below. The determination involved two key decisions:

 Decision 1 - Initial Award Determination:

 The Committee first considered a variety of factors in evaluating each NEO’s performance, including:

•

 achievement of the annual performance measures set by the Committee (as described in the third and fourth paragraphs under the heading “Fiscal 2008 Cash
Incentive Determinations”),

•

 each NEO’s individual contributions to the achievement of the performance measures and to the overall performance of the Company, and

•

 the performance of each NEO relative to the other NEOs.

 In making its assessment, the Committee exercises its discretion with respect to the factors listed above as well as their relative importance to arrive at an initial award determination for each executive based on
the totality of the information considered, including Mr. Simon’s evaluation of each other NEO.

 The weightings ascribed to the
performance measures by the Committee are reflective of the Committee’s general view of the relative importance of the performance measures at the time of their adoption. Although the weightings ascribed to the performance measures were used as
a guide in the decisionmaking process, the ultimate incentive payment awards did not strictly follow the weightings that had been previously established; rather, they were considered in combination with the Committee exercising its discretion based
on the totality of the information considered.

 The initial award determination for each NEO is noted in the final table in Exhibit A. We
note that the Committee’s initial award determination for each NEO was equal to or less than the maximum allowable under the plan.

 Decision 2 -
Reduction in Light of Economic Conditions:

 Following the Committee’s initial award determination for each NEO, each of the
incentive awards were then further reduced at the suggestion of Mr. Simon (including Mr. Simon’s own award) in light of recent economic conditions. The final award determination for each NEO, after giving effect to this reduction, is
also noted in the final table in Exhibit A.

 Mr. H. Roger Schwall

 United States Securities and

 Exchange Commission

Page
 3

 Because each of the Committee’s decisions is part of an integrated process, involving the
exercise of discretion throughout, and not a series of distinct and separate steps, we respectfully submit that it is neither possible nor material to investors to attempt to quantify separate “portions” of the Committee’s decision
making so long as it is clear what factors the Committee took into account and that the Committee exercised discretion. In order to clarify its disclosure, the Company has further revised its proposed version of the “Annual Cash
Incentives” section of the CD&A as set forth in Exhibit A hereto, which has been marked to show changes from Exhibit A to the Company’s prior response letter. The revised 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.

 *    *    *

 Mr. H. Roger Schwall

 United States Securities and

 Exchange Commission

Page
 4

 We appreciate the Staff’s prompt reply to this letter and request that the Staff contact the
undersigned at (212) 335-4509 or Sanjay Shirodkar at (410) 580-4184 with any questions or comments regarding this letter.

Respectfully submitted,

 /s/ Sidney Burke

Sidney Burke

 EXHIBIT A

 Revised “Annual Cash Incentives” Section

 Annual Cash Incentives

 Our annual cash incentive compensation program is designed to motivate our executive officers to achieve annual financial and operational performance
based upon our financial, strategic direction and leadership performance objectives. In fiscal year 2008, the annual cash incentive targets were set at 100% of annual base salary for target performance and 50% of annual base salary for threshold
performance. Messrs. Lamel and Carroll were eligible for annual cash incentive payments of up to 100% of their respective annual base salary and Mr. Simon was eligible for up to a maximum of 200% of his annual base salary for performance that
exceeded target. Mr. Speiller was not eligible to participate in this program because he was not appointed as an executive officer until the fourth quarter of fiscal year 2008.

 Performance Measures

 Overview

 For fiscal year 2008, the Compensation Committee adopted thirteen performance measures for Messrs. Simon and Lamel and fourteen performance measures for
Mr. Carroll. These performance measures were grouped into three categories, Financial, Strategic Direction and Leadership, which guide the Compensation Committee in assessing each executive’s performance and determining individual annual
cash incentive payments. The performance measures consisted of five Financial performance measures for each executive, which were weighted as 50% of the target award in the aggregate, five (for Messrs. Simon and Lamel) or six (for Mr. Carroll)
Strategic Direction performance measures, which were weighted as 30% of the target award in the aggregate, and three Leadership performance measures for each executive, which were weighted as 20% of the target award in the aggregate. These
weightings represented the Compensation Committee’s general view of the relative importance of the performance measures at the time the performance measures were adopted. No one performance measure was considered to be material
in determining annual cash incentive payments. The performance measures are set annually by the Compensation Committee and are intended to be difficult but realistic, given our expectations about our performance for the
upcoming year.

 While the performance measures form a framework for awarding incentive payments, the Compensation
Committee retains complete discretion over the final amount of the annual cash incentive payment, and has authority to award no payments even if the targets for all performance measures are met and, to award some
payment for performance below the threshold performance level, and to award additional amounts for above target performance. However, the Compensation Committee does not have authority to grant awards in excess of the maximum annual
cash incentive payment described above for which each executive is eligible. In making its payment determination, the Compensation Committee reviews the overall performance, including each
executive’s contribution to the achievement of the performance measures, and mayconsiders a variety of factors, including achievement of the performance measures set by the Compensation
Committee, each NEO’s individual contributions to the achievement of the performance measures and to the overall performance of the Company, and the performance of each NEO relative to the other NEOs. In making its assessment, the Compensation
Committee exercises its discretion with respect to the factors listed above as well as their relative importance to arrive at an initial award determination for each executive based on the totality of the information considered, including
Mr. Simon’s evaluation of each other NEO. The Compensation Committee may also consider external factors, such as the overall economic environment.

 Financial Measures

 The following are the financial measures and actual results that the Compensation Committee considered for Messrs. Simon and Lamel for fiscal year 2008:

 Financial Measure

Threshold

Target

Maximum
(for Mr.
Simon)

Actual

 Revenue (FY08 vs. FY07)

+2.5%

+ 10% -
15%

+25%

+17.3%

 Diluted Earnings Per Share – adjusted1 (FY08 vs. FY07)

+7.5%

+ 17.5% -
22.5%

+25%

+20.7%

 Gross Margin – adjusted1 (FY08 vs. FY07)

Maintain Gross
Margin flat

+25 basis
 points

+50 basis
points

-95 basis points

 EBITDA – adjusted1 (FY08 vs. FY07)

+5%

+ 10%

+15%

+21.1%

 Deliver a Plan for the next fiscal year (FY09) with revenue and earnings per share improvements as indicated vs. FY08 results

Revenue: +5.0%

 EPS: +5.0%

Revenue:
 +7.5%

 EPS: +7.5%

Revenue:
+10.0%

 EPS: +10.0%

Revenue:+19.6%

 EPS: +12.7%

 The financial measures for Mr. Carroll were proposed by Mr. Simon and approved by the
Compensation Committee. Mr. Carroll’s financial measures related to revenue, operating income, gross margin and FY09 plan with respect to the reporting units he manages, and the Company’s earnings per share.

 The revenue measures arewere designed to reflect our objective of developing new products and markets, growing top-line revenue
and expanding our market share in existing markets. The EPS measure was designed to serve as an indicator of the Company’s profitability. The gross margin measures were designed to reflect the Company’s sales, manufacturing and
distribution efficiency. The FY09 Plan measures were designed to provide an incentive for year over year performance growth. To ensure that we efficiently develop and expand our markets, the EBITDA measure was intended to motivate Mr. Simon and
Mr. Lamel to manage our costs and take into account the appropriate level of expenses expected with our growth. Since Mr. Carroll iswas only responsible for certain reporting units, he was subject to the operating
income measure rather than the EBITDA measure.

1

 The “adjusted” financial measures referred to in the “Financial Measures” section are not defined under U.S. generally accepted accounting
principles (“GAAP”) and are not deemed alternatives to measure performance under GAAP. As explained in this section, the annual incentive plan is based in part on certain financial goals, which may be adjusted from the GAAP results by the
Compensation Committee at its discretion. We have presented certain information regarding these adjusted results solely to indicate the inputs to the annual incentive plan, as considered by the Compensation Committee. The adjusted results considered
by the Compensation Committee are those which were presented by the Company in its earnings press release for the 2008 fiscal year.

 A-2

 Strategic Direction and Leadership Measures

 The Strategic Direction and Leadership performance measures provide recognition for contributions made to the overall performance of the Company and
arewere intended to capture how the executive officer performed in areas that arewere not quantified in the financial measures metrics. As with the financial measures, the Compensation
Committee adopted separate strategic direction and leadership measures for Messrs. Simon, Lamel and Carroll. The five strategic direction measures for Messrs. Simon and Lamel related to expanding the Company’s product lines, entering into new
markets, acquiring new brands that compliment the Company’s existing product mix, and developing plans for certain business rationalization and consolidation initiatives. The leadership measures for Messrs. Simon and Lamel related to
supplementing the executive management team and succession planning. The six strategic direction measures for Mr. Carroll related to expanding the top line growth rate of reporting units he manages via expanded distribution and the introduction
of new products, integrating the operations of any newly acquired company, and developing and executing various measures to improve productivity and cost-savings of the Company. For Mr. Carroll, the leadership measures related to hiring
additional executives and improving the management team of the reporting units he managed.

 Fiscal 2008 Cash Incentive Determinations

 Due to concerns regarding current economic conditions, the Compensation Committee delayed its determination of incentive compensation for Messrs. Simon,
Lamel and Carroll for fiscal 2008 until February 2009, when the Compensation Committee approved the cash incentive payments for fiscal 2008 set forth below.

 In making its initial determination of the annual cash incentive payment for each NEO, the Compensation Committee first considered a variety of factors in evaluating each
NEO’s performance, including:

•

 achievement of the performance measures set by the Committee (as described in the following paragraphs),

•

 each NEO’s individual contributions to the achievement of the performance measures and to the overall performance of the Company, and

•

 the performance of each NEO relative to the other NEOs.

 In making its assessment, the Committee exercised its discretion with respect to the factors listed above as well as their relative importance to arrive at an initial award determination for each executive based
on the totality of the information considered, including Mr. Simon’s evaluation of each other NEO. Although the weightings ascribed to the performance measures were used as a guide in the decisionmaking process, the ultimate
incentive payment awards did not strictly follow the weightings that had been previously established; rather, they were considered in combination with the Compensation Committ