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SEC Letter

 FOIA CONFIDENTIAL TREATMENT REQUESTED

VIA EDGAR

 April 4, 2012

 Mr. Karl Hiller

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: The Hain Celestial Group, Inc.

Form 10-K for Fiscal Year Ended June 30, 2011

 Filed August 29, 2011

 File No. 0-22818

Dear Mr. Hiller:

 This letter is
submitted on behalf of The Hain Celestial Group, Inc. (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) in your letter (the “Comment Letter”) dated March 1, 2012.

 Because of
the commercially sensitive nature of certain information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. We have filed a separate letter with the Office of Freedom of
Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests (17 C.F.R. § 200.83). For the Staff’s
reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting
confidential treatment.

 In accordance with Rule 83, the Company requests confidential treatment of (a) the marked portions (the
“Confidential Information”) of this response letter (the “Response Letter”), which are indicated by bracketed text, and (b) the accompanying Request (collectively, the “Confidential Material”).
Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the foregoing request for
confidential treatment in accordance with Rule 83.

 In accordance with Rule 83, this Response Letter has also been clearly marked with the
legend “Confidential Treatment Requested by The Hain Celestial Group, Inc.” and each page is marked for the record with the identifying numbers and code “THCG-001” through “THCG-009.”

Pursuant to Rule 83, a copy of the Request (but not this Response Letter) also is being delivered to the Commission’s FOIA Office.

 Confidential Treatment
Requested by The Hain Celestial Group, Inc.

 THCG-001

 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, your 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.

 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 comment one including the various reports pertaining to segment identification. In the CODM package, we note that the Audit
Committee Financial Review Schedules and Key Business Performance Data reports show gross margin of various product groups and reporting units; and that the Audit Committee Financial Review Schedules also include measurements of profitability, such
as operating income and net income, for these product groups or reporting units. Since the CODM receives this discrete financial information on a regular basis, it remains unclear how you determined that your business is comprised of a single
operating segment. Please address the following points.

 Our assessment of our operating segments was based
on ASC 280-10-50-1, which states that “an operating segment is a component of a public entity that has all of the following characteristics:

a)
It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of
the same public entity).

b)
Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment
and assess its performance.

c)
Its discrete financial information is available.”

 The Company currently has more than 40 brands (e.g. Earth’s
Best®, Terra®, Sensible Portions®) with a
variety of individual products sold under each brand. As more fully discussed in our February 17, 2012 response, we do not report operating income for any one of our brands, and as such, a measure of profit or loss is not available to be used
by our Chief Operating Decision Maker (“CODM”) in making decisions about resources to be allocated. Therefore, we have determined that our brands are not operating segments as they do not meet the second and third criteria under ASC
280-10-50-1.

 We acknowledge that there is information included in the Audit Committee Financial Review Schedules with respect
to operating income for our reporting units. This information is not used by our CODM in making decisions about resource allocation, nor is it used to assess performance. Our CODM’s resource allocation decisions are based on the Company’s
ability to increase its consolidated sales. The inputs to his decisions are based on his understanding of

 Confidential Treatment
Requested by The Hain Celestial Group, Inc.

 THCG-002

customers’ needs and consumers’ desires, which are obtained from direct customer contacts, store visits and discussions with his direct reports. He also reviews brand sales performance
and retail consumption trends. This will be described in further detail below. Based on the information that our CODM reviews, we have determined that neither our reporting units nor our product groups are operating segments as they do not meet the
second criteria under ASC 280-10-50-1.

 The Audit Committee Financial Review Schedules were originally developed and presented
on a consolidated basis specifically for the Audit Committee’s review of the Company’s quarterly results and are provided to the CODM for background information purposes. The Company recorded a goodwill impairment during the third quarter
of fiscal 2009 and made a subsequent disclosure with respect to reporting units for which fair value exceeded carrying value by less than 10% in the Management’s Discussion and Analysis included in its Form 10-K for the year ended June 30,
2010. As a result, the Audit Committee requested the inclusion of such information as a means to facilitate a discussion between the Company’s corporate finance staff, the Company’s independent registered accountants and the Audit
Committee as to the status of potential goodwill impairment for those reporting units. The schedules in that package, which reflect reporting unit results, were introduced into the package beginning in the first quarter of fiscal 2010. This
information was neither requested by the CODM nor is it used by him in his resource allocations.

 The information in the Key
Business Performance Data package is provided to the CODM so that he has sufficient background knowledge to provide general answers to questions from investment analysts. We understand that there may be a presumption that information given to the
CODM would be used by him in resource allocation decisions; however, the information contained in these reports is not used by him for that purpose as will be described in the examples that the Staff has requested below.

We evaluate our segment disclosures each reporting period. Our CODM reviews our business in a manner that is consistent with our
identification of one segment, as presented in our segment disclosure. We note that the issue as to whether the Company operates in more than one segment was reviewed with and agreed to by the Staff in connection with the Staff’s review of our
Form 10-K for the year ended June 30, 2004, which review was concluded in November 2005. In the years following the conclusion of that discussion, we have grown both organically and we have made a number of acquisitions, most of which were
“bolt-on” and completely integrated into the Company’s existing operations. However, the facts and circumstances surrounding how our CODM operates and manages the business are essentially unchanged from our discussions with the Staff
in 2004-2005. Therefore, our analysis and conclusions remain consistent with our prior disclosures. Additionally, as also agreed to by the Staff at that time, under the provisions of ASC 350-20-35-34 our product categories and geographical structure
form the basis for our reporting units.

 Confidential Treatment
Requested by The Hain Celestial Group, Inc.

 THCG-003

•

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

 The Company’s CODM has been and continues to be
our President, Chief Executive Officer and Chairman of the Board of Directors, Irwin D. Simon, as more fully discussed in our response of February 17, 2012 to the Staff’s prior comment number one. Mr. Simon’s direct reports are
based on operational and administrative functions. The organizational charts requested are being submitted to the Staff via a separate letter (the “Supplemental Letter”).

We note that ASC 280-10-50-7 states that:

 “generally, an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial
results, forecasts, or plans for the segment. The term segment manager identifies a function, not necessarily a manager with a specific title.”

 The Company currently has over 40 brands in its various geographies that are grouped into larger product categories. Depending on the size of the reporting unit’s organization, brand management takes
place at least one or two levels below the direct report of the CODM. That is, the brands or groupings of brands are typically managed by an individual two or three levels below the CODM, rather than by personnel that are “directly accountable
to and maintain regular contact” with the CODM. Additionally, brands are sold across geographies, with responsibility for brand management residing in the selling location. Since the employees who manage brands or groups of brands are typically
neither directly accountable to the CODM nor maintain regular contact with him concerning the operating activities for the brands or groups of brands, such employees do not satisfy the definition of a segment manager in ASC 280-10-50-7. This fact
combined with the absence of discrete financial information by brand, as more fully discussed in our response of February 17, 2012 to the Staff’s prior comment number one, has led the Company to the determination that neither our
individual brands nor the groupings of brands into product categories represent operating segments.

•

 Describe the frequency and types of communications between the CODM and his direct reports and these managers;

Our CODM frequently communicates with his direct reports, typically multiple times during each week, and often, multiple times each day.
These communications are predominantly either by telephone or in person. While communication with other members of the organization at levels below his direct reports occurs, including, for example, with the corporate finance staff or brand or
category managers, such communications do not take place as frequently. The communications between the CODM and his direct reports who are responsible for operations focus on areas such as overall sales performance, consumption trends, customer
activities and supply chain issues and relate to information and trends noted as a result of his review of the daily sales flash reports that were referred to in our response of February 17, 2012. Since acquisition opportunities are a
significant focus of the CODM’s attention and the primary resource allocation decisions he makes, his communications with

 Confidential Treatment
Requested by The Hain Celestial Group, Inc.

 THCG-004

his direct reports also include the evaluation of potential acquisitions. In addition, the CODM spends time meeting directly with customers and visiting retail stores where the Company’s
products are sold, which provides him with direct inputs of customer satisfaction and product perception in the marketplace. The CODM often relays such information and observations to his direct reports who are responsible for operations.
Communications also regularly occur between the CODM and his direct reports not responsible for operations, including the status of legal activities with the General Counsel, financing activities, administrative issues and consolidated results of
operations with the Chief Financial Officer, regulatory developments with the Chief Growth Officer or human resource issues with the Vice President of Human Resources.

•

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

 Our annual operating budget process begins with development of targets for consolidated sales and consolidated profit which are determined by the CODM. These targets are not allocated to brands or product
groups by the CODM. The Company’s Corporate Budgeting & Forecasting department (which does not directly report to the CODM) provides an allocation of the consolidated sales and profit targets to the CODM’s direct reports who are
responsible for a reporting unit. A detailed budget is prepared by each of the Company’s reporting units, which are submitted to and consolidated by the Corporate Budgeting & Forecasting department. Once compiled, the Corporate
Budgeting & Forecasting department and the Chief Financial Officer compare the consolidated budget to the overall targets set by the CODM. To the extent the consolidated budget does not achieve those targets, the Corporate Budgeting and
Forecasting staff recommends changes to the reporting units. Decisions with respect to spending details, such as for trade and promotional expenses, advertising, and marketing support are made at the reporting unit level, and not by the CODM. The
final consolidated budget is then approved by the CODM and the Company’s Board of Directors.

 Similar to the operating
budgeting process, the annual capital expenditure budget process begins with an overall capital spending target determined by the CODM. The consolidated target is not allocated by reporting unit or brand. We note that we do not operate in a
capital-intensive manner since more than half of our sales are derived from products manufactured by contract manufacturers or “co-packers.” Therefore much of the annual capital expenditures represent maintenance-type projects, resulting
in an annual average expenditure for the last three years of approximately $12 million. The Company’s reporting units budget their requested capital expenditures for the year, which are approved for submission to the Corporate Budgeting and
Forecasting department by the reporting unit management. The capital budget requests are then consolidated in a similar manner to that described for the operating budget, above, to ensure the total is consistent with the consolidated target, and
approved by the CODM and the Board of Directors. Consolidated capital expenditures are monitored against the approved budget, and as more fully discussed in our response of February 17, 2012 to prior comment number three, the CODM approves
individual capital expenditure requests that meet the amount designated for his approval under the Company’s internal control appr