content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934
  
  For the quarterly period ended September 30, 2005
  
                                         Or
  
  [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from ______ to _______.
  
                           Commission file number: 0-22818
  
                           THE HAIN CELESTIAL GROUP, INC.
                           ------------------------------
               (Exact name of registrant as specified in its charter)
  
  
                Delaware                                     22-3240619
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)
  
        58 South Service Road, Melville, New York               11747
         (Address of principal executive offices)            (Zip Code)
  
  
  Registrant's telephone number, including area code:         (631) 730-2200
  
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing
  requirement for the past 90 days.
  
                    Yes         X                               No  ______
  
  Indicate by check mark whether the registrant is an accelerated filer (as
  defined in Rule 12b-2 of the Exchange Act).
  
                    Yes         X                               No  ______
  
  
  Indicate by check mark whether the registrant is a shell company (as defined in
  Rule 12b-2 of the Exchange Act).
  
                    Yes _______                                 No      X
  
  
  As of November 1, 2005, there were 36,935,424 shares outstanding of the
  Registrant's Common Stock, par value $.01 per share.
  
  <PAGE>
  
  
  
  
                           THE HAIN CELESTIAL GROUP, INC.
  
                                        INDEX
  
  
                            Part I Financial Information
  
  Item 1.  Financial Statements
  
           Condensed Consolidated Balance Sheets - September 30, 2005
           (unaudited) and June 30, 2005 .....................................2
  
           Condensed Consolidated Statements of Income -
           Three Months ended September 30, 2005 and 2004 (unaudited) ........3
  
           Condensed Consolidated Statement of Stockholders' Equity -
           Three months ended September 30, 2005 (unaudited) .................4
  
           Condensed Consolidated Statement of Cash Flows -
           Three months ended September 30, 2005 and 2004 (unaudited) ........5
  
           Notes to Condensed Consolidated Financial Statements ............6-9
  
  Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations .....................10-13
  
  Item 3.  Quantitative and Qualitative Disclosures
                    About Market Risk .......................................14
  
  Item 4.  Controls and Procedures ..........................................14
  
                              Part II Other Information
  
  Items 1, 3, 4 and 5 are not applicable.
  
  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.......14
  
  Item 6. Exhibits ..........................................................14
  
  Signatures ................................................................15
  
  
                                         1
  <PAGE>
  
  
  
  
                           PART I - FINANCIAL INFORMATION
  
  ITEM 1. FINANCIAL STATEMENTS
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  (In thousands, except per share and share amounts)
  
  <TABLE>
  <CAPTION>
  
                                                                                             September 30,             June 30,
                                                                                                  2005                    2005
                                                                                          ---------------------   --------------------
                                          ASSETS                                              (Unaudited)                  (Note)
   Current assets:
  <S>                                                                                        <C>                        <C>
     Cash and cash equivalents                                                               $      20,021              $   24,139
     Accounts receivable, less allowance for doubtful
      accounts of $2,080 and $2,074                                                                 73,478                  67,148
     Inventories                                                                                    83,567                  76,497
     Recoverable income taxes                                                                        2,590                   2,575
     Deferred income taxes                                                                           5,671                   5,671
     Other current assets                                                                           18,623                  18,164
                                                                                          ---------------------   --------------------
     Total current assets                                                                          203,950                 194,194
  
   Property, plant and equipment, net of accumulated
     depreciation and amortization of $51,842 and $49,035                                           93,120                  88,204
   Goodwill                                                                                        358,261                 350,833
   Trademarks and other intangible assets, net of
     accumulated amortization of $8,941 and $9,142                                                  60,875                  61,010
   Other assets                                                                                     12,635                  12,895
                                                                                          ---------------------   --------------------
     Total assets                                                                                $ 728,841               $ 707,136
                                                                                          =====================   ====================
  
                           LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
     Accounts payable and accrued expenses                                                      $   62,675               $  65,922
     Income taxes payable                                                                            5,833                   1,139
     Current portion of long-term debt                                                               4,148                   2,791
                                                                                          ---------------------   --------------------
     Total current liabilities                                                                      72,656                  69,852
  
   Long-term debt, less current portion                                                             90,785                  92,271
   Deferred income taxes                                                                            16,723                  16,723
   Minority interest                                                                                 4,772                       -
                                                                                          ---------------------   --------------------
    Total liabilities                                                                              184,936                 178,846
  
   Stockholders' equity:
     Preferred stock - $.01 par value, authorized 5,000,000
      shares, no shares issued                                                                           -                       -
     Common stock - $.01 par value, authorized 100,000,000
      shares, issued 37,784,930 and 37,475,998 shares                                                  378                     375
     Additional paid-in capital                                                                    407,862                 402,645
     Retained earnings                                                                             135,330                 127,967
     Foreign currency translation adjustment                                                        13,080                  10,048
                                                                                          ---------------------   --------------------
                                                                                                   556,650                 541,035
  
     Less: 861,256 shares of treasury stock, at cost                                               (12,745)                (12,745)
                                                                                          ---------------------   --------------------
     Total stockholders' equity                                                                    543,905                528, 290
                                                                                          ---------------------   --------------------
  
     Total liabilities and stockholders' equity                                                  $ 728,841               $ 707,136
                                                                                          =====================   ====================
  
  
  Note: The balance sheet at June 30, 2005 has been derived from the audited
        financial statements at that date.
  
  See notes to condensed consolidated financial statements.
  
  </TABLE>
  
  
                                         2
  <PAGE>
  
  
  
       THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
       (In thousands, except per share and share amounts)
  
  <TABLE>
  <CAPTION>
  
  
  
                                                                   Three Months Ended
                                                                     September 30,
                                                       -------------------------------------------
                                                              2005                   2004
                                                       -------------------    --------------------
                                                                      (Unaudited)
  
  <S>                                                       <C>                    <C>
  Net sales                                                 $ 161,097              $ 137,604
  Cost of sales                                               115,248                 98,629
                                                       -------------------    --------------------
    Gross profit                                               45,849                 38,975
  
  Selling, general and administrative expenses                 33,095                 28,185
                                                       -------------------    --------------------
    Operating income                                           12,754                 10,790
  
  Interest expense and other expenses, net                        868                    655
                                                       -------------------    --------------------
  
  Income before income taxes                                   11,886                 10,135
  Provision for income taxes                                    4,523                  3,953
                                                       -------------------    --------------------
  
    Net income                                               $  7,363               $  6,182
                                                       ===================    ====================
  
  Net income per share:
    Basic                                                    $   0.20               $   0.17
                                                       ===================    ====================
  
    Diluted                                                  $   0.20               $   0.17
                                                       ===================    ====================
  
  Weighted average common shares outstanding:
    Basic                                                      36,636                 36,273
                                                       ===================    ====================
  
    Diluted                                                    37,560                 36,855
                                                       ===================    ====================
  
  </TABLE>
  
  
  
              See notes to condensed consolidated financial statements.
  
  
  
  
  
  
                                         3
  <PAGE>
  
  
  
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
  (In thousands, except per share and share amounts)
  
  <TABLE>
  <CAPTION>
  
                                                                                                    Foreign
                                Common Stock       Additional                                       Currency                Compre-
                                       Amount       Paid-in      Retained      Treasury Stock     Translation               hensive
                            Shares     at $.01      Capital      Earnings    Shares      Amount    Adjustment      Total    Income
                         ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------------------
  
  <S>                    <C>             <C>        <C>         <C>          <C>       <C>         <C>         <C>
  Balance at
    June 30, 2005        37,475,998      $375       $ 402,645   $ 127,967    861,256   $ (12,745)   $ 10,048    $528,290
  
  Exercise of
    stock options           208,450         2           3,268                                                      3,270
  
  Issuance of
    common stock            100,482         1           1,703                                                      1,704
  
  Non-cash compensation
    charge                                                246                                                        246
  
  Comprehensive income:
    Net income                                                      7,363                                          7,363  $   7,363
  
    Translation
      adjustments                                                                                      3,032       3,032      3,032
                                                                                                                          ---------
  
  Total compre-
    hensive
    income                                                                                                                $  10,395
                         ----------- --------    ------------ -----------  ---------   ---------- ----------   ---------  =========
  Balance at
    September
    30, 2005             37,784,930     $ 378        $407,862   $ 135,330    861,256   $ (12,745)   $ 13,080   $ 543,905
                         =========== ========    ============ ===========  =========   ========== ==========   =========
  
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
  
  
                                         4
  <PAGE>
  
  
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  (In thousands)
  
  <TABLE>
  <CAPTION>
  
                                                                                            Three Months Ended
                                                                                               September 30,
                                                                                 ------------------------------------------
                                                                                       2005                    2004
                                                                                 ------------------     -------------------
  CASH FLOWS FROM OPERATING ACTIVITIES                                                          (Unaudited)
  
  <S>                                                                                     <C>                    <C>
  Net income                                                                              $ 7,363                $ 6,182
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                         3,207                  3,105
      Provision for doubtful accounts                                                           6                   (10)
      Non-cash compensation                                                                   246                    246
      Other non-cash items                                                                     84                      -
  
  Increase (decrease) in cash attributable to changes in
    operating assets and liabilities, net of amounts
    applicable to acquired businesses:
      Accounts receivable                                                                  (4,340)                  (973)
      Inventories                                                                          (6,594)                (7,083)
      Other current assets                                                                   (439)                (3,159)
      Other assets                                                                          1,711                 (1,789)
      Accounts payable and accrued expenses                                                (5,409)                (5,775)
      Income taxes, net                                                                     4,694                  2,477
                                                                                 ------------------     -------------------
  
            Net cash provided by (used in) operating activities                               529                 (6,779)
                                                                                 ------------------     -------------------
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                                      (3,108)                (2,781)
  Acquisitions of businesses, net of cash acquired                                         (4,257)                (1,570)
                                                                                 ------------------     -------------------
            Net cash used in investing activities                                          (7,365)                (4,351)
                                                                                 ------------------     -------------------
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on bank revolving credit facility, net                                               -                 (5,500)
  Proceeds from issuance of common stock, net of related expenses                           2,974                    805
  Repayments of other long-term debt, net                                                    (401)                (1,427)
                                                                                 ------------------     -------------------
  
            Net cash provided by (used in) financing activities                             2,573                 (6,122)
                                                                                 ------------------     -------------------
  
  Effect of exchange rate changes on cash                                                     145                   (472)
                                                                                 ------------------     -------------------
  Net decrease in cash and cash equivalents                                                (4,118)               (17,724)
  Cash and cash equivalents at beginning of period                                         24,139                 27,489
                                                                                 ------------------     -------------------
  
  Cash and cash equivalents at end of period                                            $  20,021               $  9,765
                                                                                 ==================     ===================
  
  
  See notes to condensed consolidated financial statements.
  
  </TABLE>
  
  
  
                                         5
  <PAGE>
  
  
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  
  1. GENERAL
  
  The Hain Celestial Group, Inc., a Delaware corporation, and its subsidiaries
  (collectively, the "Company", and herein referred to as "we", "us", and "our")
  manufacture, market, distribute and sell natural and organic food products and
  natural personal care products under brand names which are sold as
  "better-for-you" products. We are a leader in many of the top natural food
  categories, with such well-known food brands as Celestial Seasonings(R) teas,
  Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice Dream(R), Soy Dream(R),
  Imagine(R), Walnut Acres Organic(TM), Ethnic Gourmet(R), Rosetto(R), Little Bear
  Organic Foods(R), Bearitos(R), Arrowhead Mills(R), Health Valley(R),
  Breadshop's(R), Casbah(R), Garden of Eatin'(R), Terra Chips(R), Harry's Premium
  Snacks(R), Boston's(R), Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R),
  Milkfree, Raised Right(TM), Yves Veggie Cuisine(R), DeBoles(R), Earth's Best(R),
  and Nile Spice(R). The Company's principal specialty product lines include
  Hollywood(R) cooking oils, Estee(R) sugar-free products, Boston Better
  Snacks(R), and Alba Foods(R). Our natural and organic personal care product line
  is marketed under the JASON(R), Zia(R), Orjene(R), Shaman Earthly Organics(TM),
  and Heather's(R) brands.
  
  We operate in one business segment: the sale of natural and organic food and
  personal care products. In our 2005 fiscal year, approximately 47% of our
  revenues were derived from products that were manufactured within our own
  facilities with 53% produced by various co-packers.
  
  All dollar amounts in our consolidated financial statements and tables have been
  rounded to the nearest thousand dollars, except per share amounts. Share amounts
  in the notes to consolidated financial statements are presented in thousands.
  
  2. BASIS OF PRESENTATION
  
  Our consolidated financial statements have been prepared in accordance with
  accounting principles generally accepted in the United States for interim
  financial information and with the instructions to Form 10-Q and Article 10 of
  Regulation S-X. Accordingly, they do not include all of the information and
  footnotes required by accounting principles generally accepted in the United
  States. The consolidated financial statements reflect all normal recurring
  adjustments which, in management's opinion, are necessary for a fair
  presentation for interim periods. Operating results for the three months ended
  September 30, 2005 are not necessarily indicative of the results that may be
  expected for the year ending June 30, 2006. Please refer to the footnotes to our
  consolidated financial statements as of June 30, 2005 and for the year then
  ended included in our Annual Report on Form 10-K, as amended, for information
  not included in these condensed footnotes.
  
  3. EARNINGS PER SHARE
  
  We report basic and diluted earnings per share in accordance with Statement of
  Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" ("SFAS No.
  128"). Basic earnings per share excludes the dilutive effects of options and
  warrants. Diluted earnings per share includes only the dilutive effects of
  common stock equivalents such as stock options and warrants.
  
  
  
  
                                         6
  <PAGE>
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  
           The following table sets forth the computation of basic and diluted
  earnings per share pursuant to SFAS No. 128:
  
  
  
                                                        Three Months Ended
                                                           September 30,
                                                      ------------------------
                                                         2005         2004
                                                      ------------ ------------
  Numerator:
  Net income                                             $  7,363     $  6,182
                                                      ============ ============
  Denominator (in thousands):
  Denominator for basic earnings per
   share - weighted average shares
   outstanding during the period                           36,636       36,273
                                                      ------------ ------------
  
  Effect of dilutive securities:
   Stock options                                              924          576
   Warrants                                                     -            6
                                                      ------------ ------------
                                                              924          582
                                                      ------------ ------------
  Denominator for diluted earnings per
   share - adjusted weighted average
   shares and assumed conversions                          37,560       36,855
                                                      ============ ============
  Basic net income per share                            $    0.20    $    0.17
                                                      ============ ============
  Diluted net income per share                          $    0.20    $    0.17
                                                      ============ ============
  
  
  4. INVENTORIES
  
       Inventories consisted of the following:
  
                                              September 30,      June 30,
                                                  2005             2005
                                          ------------------- -------------------
         Finished goods                           $52,154          $48,240
         Raw materials, work-in-progress
           and packaging                           31,413           28,257
                                          ------------------- -------------------
                                                  $83,567          $76,497
                                          =================== ===================
  
  
  
  
                                         7
  <PAGE>
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  5. PROPERTY, PLANT AND EQUIPMENT
  
       Property, plant and equipment consisted of the following:
  
                                           September 30,      June 30,
                                                2005            2005
                                          ---------------- --------------------
  
        Land                                    $  7,512       $  7,481
        Buildings and improvements                34,575         31,766
        Machinery and equipment                   89,767         89,331
        Furniture and fixtures                     5,127          2,542
        Leasehold improvements                     2,576          2,955
        Construction in progress                   5,405          3,164
                                          ---------------- --------------------
                                                 144,962        137,239
         Less: Accumulated depreciation
                 and amortization                 51,842         49,035
                                          ---------------- --------------------
                                                $ 93,120       $ 88,204
                                          ================ ====================
  
  6. ACQUISITIONS
  
  On July 1, 2005, we acquired the assets of College Hill Poultry of
  Fredericksburg, PA through Hain Pure Protein Corporation, which is a joint
  venture with Pegasus Capital Advisors, LP, a private equity firm. We control
  50.1% of the joint venture. College Hill Poultry's Raised Right (TM) brand of
  natural and organic, free-range chicken are raised on family farms and grain-fed
  without antibiotics or animal by-products. Raised Right (TM) customers include
  supernaturals and conventional supermarkets, natural food stores and foodservice
  outlets. The purchase price consisted of approximately $4.7 million in cash as
  well as the assumption of certain liabilities. The net assets acquired, as well
  as the sales and operations of Hain Pure Protein Corporation, are not material
  to the Company's consolidated financial position or the results of its
  operations.
  
  
  On April 4, 2005, we acquired 100% of the stock of privately held Zia Cosmetics,
  Inc., including the Zia(R) Natural Skincare brand, a respected leader in
  therapeutic products for healthy, beautiful skin sold mainly through natural
  food retailers. The purchase price consisted of approximately $10 million in
  cash as well as the assumption of certain liabilities. The purchase price
  excludes the amount of contingency payments we may be obligated to pay. The
  contingency payments are based on the achievement by Zia of certain financial
  targets over an approximate two year period following the date of acquisition.
  Such payments, which could total approximately $1.3 million, will be charged to
  goodwill if and when paid. No such contingency payments have been made since the
  acquisition. The net assets acquired, as well as the sales and operations of
  Zia, are not material to the Company's consolidated financial position or the
  results of operations.
  
  
  7. CREDIT FACILITY
  
  We have available to us a $300 million credit facility (the "Credit Facility")
  with a bank group expiring in April 2009. The Credit Facility provides for an
  uncommitted $50 million accordion feature, under which the facility may be
  increased to $350 million. The Credit Facility is secured only by a pledge of
  shares of certain of our foreign subsidiaries and is guaranteed by all of our
  current and future direct and indirect domestic subsidiaries. We are required to
  comply with customary affirmative and negative covenants for facilities of this
  nature. Revolving credit loans under this facility bear interest at a base rate
  (greater of the applicable prime rate or Federal Funds Rate plus an applicable
  margin) or, at our option, the reserve adjusted LIBOR rate plus an applicable
  margin. As of September 30, 2005, $89.7 million was borrowed under the Credit
  Facility at a weighted-average interest rate of 5.0%.
  
  
  
  
                                         8
  <PAGE>
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  8. STOCK-BASED COMPENSATION
  
  Effective July 1, 2005, we adopted SFAS No. 123(R), "Share-Based Payment," which
  is a revision of SFAS No. 123. SFAS No. 123(R) supersedes APB 25 and amends SFAS
  No. 95, "Statement of Cash Flows." SFAS No. 123(R) requires all share-based
  payments to employees, including grants of employee stock options to be
  recognized in the income statement based on their fair values.
  
  On June 24, 2005, the Company's Board of Directors accelerated the vesting of
  all outstanding stock options held by employees. During the three months ended
  September 30, 2005, there were no stock options granted. As such, there was no
  stock option expense during the three months ended September 30, 2005.
  
  
  9. STRATEGIC ALLIANCE WITH YHS
  
  On September 6, 2005, the Company and Yeo Hiap Seng Limited ("YHS"), a Singapore
  based natural food and beverage company listed on the Singapore Exchange,
  exchanged $2 million in equity investments in each other resulting in the
  issuance of 100,482 shares of the Company's common stock to YHS and one of its
  subsidiaries and the issuance of 1,326,938 ordinary shares of YHS (representing
  less than 1% of the outstanding shares) to the Company. These investments
  represent the completion of the first stage of an alliance established between
  the Company and YHS which is expected to result in the pursuit of joint
  interests in marketing and distribution of food and beverages and product
  development.
  
  The Company's investment in YHS shares, which is included in other assets in the
  accompanying balance sheet, is carried at cost since the Company is restricted
  from selling these shares prior to September 6, 2007. The quoted price of the
  YHS shares on the Singapore Exchange at September 30, 2005 was used to
  approximate their carrying value.
  
  10. PENDING ACQUISITION
  
  On August 23, 2005, the Company entered into an Agreement and Plan of Merger
  (the "Merger Agreement") with Spectrum Organic Products, Inc. ("Spectrum")
  whereby the Company will acquire all of the issued and outstanding stock of
  Spectrum.
  
  Spectrum is a California-based leading manufacturer and marketer of natural and
  organic culinary oils, vinegars, condiments and butter substitutes under the
  Spectrum Naturals(R) brand and essential fatty acid nutritional supplements
  under the Spectrum Essentials(R) brand. Spectrum's products are sold mainly
  through natural food retailers. Spectrum reported sales of $49.9 million for its
  last fiscal year.
  
  Upon the effective time of the merger, the Company will pay approximately $0.705
  per share, adjusted to reflect Spectrum's estimate of their expenses and the
  price adjustment provisions set forth in the Merger Agreement. The total
  consideration to be paid by the Company to Spectrum's shareholders is expected
  to be approximately $34.5 million, which shall be comprised of 50% cash and 50%
  of the Company's common stock. The value of the common stock portion of the
  consideration is subject to an adjustment based upon the closing price of the
  Company's common stock immediately prior to the closing of the merger, which is
  expected to take place in December 2005. The transaction has been approved by
  the boards of directors of both companies and is subject to approval by
  Spectrum's shareholders and other customary conditions.
  
  
  
  
  
  
                                         9
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
  
  Overview
  
  We manufacture, market, distribute and sell natural and organic food products
  and natural personal care products under brand names which are sold as
  "better-for-you" products. We are a leader in many of the top natural food
  categories, with such well-known food brands as Celestial Seasonings(R) teas,
  Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice Dream(R), Soy Dream(R),
  Imagine(R), Walnut Acres Organic(TM), Ethnic Gourmet(R), Rosetto(R), Little Bear
  Organic Foods(R), Bearitos(R), Arrowhead Mills(R), Health Valley(R),
  Breadshop's(R), Casbah(R), Garden of Eatin'(R), Terra Chips(R), Harry's Premium
  Snacks(R), Boston's(R), Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R),
  Milkfree, Raised Right(TM), Yves Veggie Cuisine(R), DeBoles(R), Earth's Best(R),
  and Nile Spice(R). The Company's principal specialty product lines include
  Hollywood(R) cooking oils, Estee(R) sugar-free products, Boston Better
  Snacks(R), and Alba Foods(R). Our natural and organic personal care product line
  is marketed under the JASON(R), Zia(R), Orjene(R), Shaman Earthly Organics(TM),
  and Heather's(R) brands. Our website can be found at www.hain-celestial.com.
  
  Our products are sold primarily to specialty and natural food distributors,
  supermarkets, natural food stores, and other retail classes of trade including
  mass-market stores, drug stores, food service channels and club stores.
  
  Our brand names are well recognized in the various market categories they serve.
  We have acquired numerous brands and we will seek future growth through internal
  expansion as well as the acquisition of additional complementary brands.
  
  Our overall mission is to be a leading marketer and seller of natural, organic,
  beverage, snack and specialty food and personal care products by integrating all
  of our brands under one management team and employing a uniform marketing, sales
  and distribution program. Our business strategy is to capitalize on the brand
  equity and the distribution previously achieved by each of our acquired product
  lines and to enhance revenues by strategic introductions of new product lines
  that complement existing products.
  
  Results of Operations
  
  Three months ended September 30, 2005
  
  Net sales for the three months ended September 30, 2005 were $161.1 million, an
  increase of $23.5 million or 17.1% over net sales of $137.6 million in the
  September 30, 2004 quarter. The increase came from increased brand sales for
  Terra Chips(R), which was up 14%, Garden of Eatin'(R), which was up 32%, Health
  Valley(R), which was up 13%, Earth's Best(R), which was up 61%, Imagine(R)
  Soups, which was up 52%, Celestial Seasonings(R) teas, which was up 7%, and the
  Company's personal care brands, which were up 32%. Sales for our brands in
  Europe increased 10% and sales for our brands in Canada were up 5%. Sales of our
  Jason Natural Products, acquired in June 2004, our Rosetto(R) and Ethnic
  Gourmet(R) brands, acquired in May 2004, and our Natumi(R) brand, acquired in
  February 2004, are included in each of the quarterly periods presented, while
  sales of our recently acquired Zia(R) and Raised Right(TM) brands are included
  only in the current quarter.
  
  Gross profit for the three months ended September 30, 2005 was 28.5% of net
  sales as compared to 28.3% of net sales in the September 30, 2004 quarter. The
  increase in gross profit percentage was principally the result of operating
  efficiencies offset by higher input costs. Higher costs for petroleum and
  natural gas have impacted our overall business both directly with increased
  inbound and outbound delivery costs, and indirectly with the pass-through of
  costs from our suppliers of packaging and other major components of our finished
  products. In addition, our Raised Right(TM) brand of natural and antibiotic-free
  chicken operates at significantly lower margins than our other brands and, as a
  result caused a 1.1% reduction in the Company's overall gross profit percentage.
  
  Selling, general and administrative expenses increased by $4.9 million to $33.1
  million for the three months ended September 30, 2005 as compared to $28.2
  million in the September 30, 2004 quarter. Such expenses as a percentage of net
  sales amounted to 20.5% for both the three months ended September 30, 2005 and
  the three months ended September 30, 2004. Selling, general and administrative
  expenses have increased in overall dollars, primarily as a result of costs
  brought on by businesses acquired in 2005, increased consumer marketing expenses
  needed to support our increased sales as well as increases across all levels of
  general and administrative expenses to support our growing business.
  
  
  
                                         10
  <PAGE>
  
  General and administrative expenses for the three months ended September 30,
  2005 includes approximately $1 million of professional fees related to our
  Sarbanes-Oxley implementation. In addition, we have added two new corporate
  office positions in response to these expanded requirements.
  
  Operating income was $12.8 million in the three months ended September 30, 2005
  compared to $10.8 million in the September 30, 2004 quarter. Operating income as
  a percentage of net sales was 7.9% in the September 30, 2005 quarter, compared
  with 7.8% in the September 30, 2004 quarter. The dollar and percentage increase
  is a result of the aforementioned higher gross profit offset by higher selling,
  general and administrative expenses.
  
  Interest and other expenses amounted to $.9 million for the three months ended
  September 30, 2005 compared to $.7 million for the three months ended September
  30, 2004. The increase in interest expense this quarter as compared to the prior
  year quarter was the result of the higher interest rates despite lower levels of
  borrowings. We had $.1 million in net currency exchange gains this quarter as
  compared to $.2 million in net currency exchange gains in the prior year
  quarter.
  
  Income before income taxes for the three months ended September 30, 2005
  amounted to $11.9 million compared to $10.1 million in the comparable period of
  the prior year. This increase was attributable to the increase in operating
  income.
  
  Our effective income tax rate approximated 38.1% of pre-tax income for the three
  months ended September 30, 2005 compared to 39% for the three months ended
  September 30, 2004. Our effective tax rate for the full fiscal year ended June
  30, 2005 was 36.7%.
  
  Net income for the three months ended September 30, 2005 was $7.4 million
  compared to $6.2 million in the September 30, 2004 quarter. The increase of $1.2
  million in earnings was primarily attributable to the increase in sales and the
  resultant increase in gross profit dollars.
  
  Liquidity and Capital Resources
  
  We finance our operations and growth primarily with the cash flows we generate
  from our operations and from borrowings under our Credit Facility.
  
  We have available to us a $300 million Credit Facility through April 22, 2009.
  The Credit Facility is secured only by a pledge of shares of certain of our
  foreign subsidiaries and is guaranteed by all of our direct and indirect
  domestic subsidiaries. We are required to comply with customary affirmative and
  negative covenants for facilities of this nature. As of September 30, 2005, we
  had $89.7 million outstanding under the Credit Facility.
  
  This access to capital provides us with flexible working capital in the ordinary
  course of business, the opportunity to grow our business through acquisitions
  and the ability to develop our existing infrastructure through capital
  investment.
  
  Net cash provided by (used in) operating activities was $0.5 million and $(6.8)
  million for the three months ended September 30, 2005 and 2004, respectively.
  Our working capital and current ratio was $131.3 million and 2.8 to 1,
  respectively, at September 30, 2005 compared with $124.3 million and 2.8 to 1
  respectively, at June 30, 2005. The improvement in cash provided by operating
  activities is the result of higher sales and the resultant increase in gross
  profit dollars, as well as improved working capital management.
  
  Net cash provided by (used in) financing activities was $4.6 million and $(6.1)
  million for the three months ended September 30, 2005 and 2004, respectively.
  The change was due principally to our pay down of approximately $0.4 million of
  debt offset by proceeds from the exercise of options of approximately $5.0
  million during the first three months of fiscal 2006, as compared to our pay
  down of approximately $6.9 million of debt offset by proceeds from the exercise
  of options of approximately $0.8 million during the first three months of fiscal
  2005.
  
  We believe that cash on hand of $20.0 million at September 30, 2005, projected
  remaining fiscal 2006 cash flows from operations, and availability under our
  Credit Facility are sufficient to fund our working capital needs, anticipated
  capital expenditures of approximately $12 million, and scheduled debt and lease
  payments of approximately $9.5 million over the next twelve months. We currently
  invest our cash on hand in highly liquid short-term investments yielding
  approximately 3.8% interest.
  
  
  
                                         11
  <PAGE>
  
  Critical Accounting Policies
  
  Our financial statements are prepared in accordance with accounting principles
  generally accepted in the United States. The accounting principles we use
  require us to make estimates and assumptions that affect the reported amounts of
  assets and liabilities at the date of the financial statements and amounts of
  income and expenses during the reporting periods presented. We believe in the
  quality and reasonableness of our critical accounting policies; however, it is
  likely that materially different amounts would be reported under different
  conditions or using assumptions different from those that we have consistently
  applied. We believe our critical accounting policies are as follows, including
  our methodology for estimates made and assumptions used:
  
  Revenue Recognition and Sales Incentives
  
  Sales are recognized when the earnings process is complete, which occurs when
  products are shipped in accordance with terms of agreements, title and risk of
  loss transfer to customers, collection is probable and pricing is fixed or
  determinable. Sales are reported net of sales incentives, which include trade
  discounts and promotions and certain coupon costs. Shipping and handling costs
  billed to customers are included in reported sales. Allowances for cash
  discounts are recorded in the period in which the related sale is recognized.
  
  Valuation of Accounts and Chargebacks Receivables
  
  We perform ongoing credit evaluations on existing and new customers daily. We
  apply reserves for delinquent or uncollectible trade receivables based on a
  specific identification methodology and also apply an additional reserve based
  on the experience we have with our trade receivables aging categories. Credit
  losses have been within our expectations over the last few years. While one of
  our customers represents approximately 20% of our trade receivable balance on an
  ongoing basis, we believe there is no credit exposure at this time.
  
  Based on cash collection history and other statistical analysis, we estimate the
  amount of unauthorized deductions that our customers have taken to be repaid and
  collectible in the near future in the form of a chargeback receivable. While our
  estimate of this receivable balance could be different had we used different
  assumptions and judgments, historically our cash collections of this type of
  receivable have generally been within our expectations.
  
  There can be no assurance that we would have the same experience with our
  receivables during different economic conditions, or with changes in business
  conditions, such as consolidation within the food industry and/or a change in
  the way we market and sell our products.
  
  Inventory
  
  Our inventory is valued at the lower of actual cost or market, utilizing the
  first-in, first-out method. We provide write-downs for finished goods expected
  to become non-saleable due to age and specifically identify and provide for slow
  moving or obsolete raw ingredients and packaging.
  
  Property, Plant and Equipment
  
  Our property, plant and equipment is carried at cost and depreciated or
  amortized on a straight-line basis over the lesser of the estimated useful lives
  or lease life, whichever is shorter. We believe the asset lives assigned to our
  property, plant and equipment are within ranges generally used in food
  manufacturing and distribution businesses. Our manufacturing plants and
  distribution centers, and their related assets, are periodically reviewed to
  determine if any impairment exists by analyzing underlying cash flow
  projections. At this time, we believe no impairment exists on the carrying value
  of such assets. Ordinary repairs and maintenance are expensed as incurred.
  
  
                                         12
  <PAGE>
  
  
  Intangibles
  
  Goodwill is no longer amortized and the value of an identifiable intangible
  asset is amortized over its useful life unless the asset is determined to have
  an indefinite useful life. The carrying value of goodwill, which is allocated to
  the Company's five reporting units, and other intangible assets with indefinite
  useful lives are tested annually for impairment.
  
  Segments
  
  SFAS No. 131 defines an operating segment as that component of an enterprise (i)
  that engages in business activities from which it may earn revenues and incur
  expenses, (ii) whose operating results are regularly reviewed by the
  enterprise's chief operating decision maker (CODM) to make decisions about
  resources to be allocated to the segment and assess its performance, and (iii)
  for which discrete financial information is available. SFAS No. 142 defines a
  reporting unit as an operating segment or one level below an operating segment
  if the component constitutes a business for which discrete financial information
  is available and segment management regularly reviews the operating results of
  that component. The Company has determined that it operates in one segment, the
  sale of natural and organic products, including food, beverage and personal care
  products, and further that such single segment includes five reporting units in
  the annual test of Goodwill for impairment. Characteristics of the Company's
  operations which are relied on in making these determinations include the
  similarities apparent in the Company's products in the natural and organic
  consumer markets, the commonality of the Company's customers across brands, the
  Company's unified marketing strategy, and the nature of the financial
  information used by the CODM, described below, other than information on sales
  and direct product costs, by brand. The Company's five reporting units are
  Grocery (including snacks); Tea; Personal Care; Canada; and Europe. The Company
  has further determined that its Chairman of the Board and Chief Executive
  Officer is the Company's CODM as defined in SFAS No. 131, and is also the
  manager of the Company's single segment. In making decisions about resource
  allocation and performance assessment, the Company's CODM focuses on sales
  performance by brand using internally generated sales data as well as externally
  developed market consumption data acquired from independent sources, and further
  reviews certain data regarding standard costs and standard gross margins by
  brand. In making these decisions, the CODM receives and reviews certain Company
  consolidated quarterly and year-to-date information; however, the CODM does not
  receive or review any discrete financial information by geographic location,
  business unit, subsidiary, division or brand. The CODM reviews and approves
  capital spending on a Company consolidated basis rather than at any lower unit
  level. The Company's Board of Directors receives the same quarterly and
  year-to-date information as the Company's CODM.
  
  Seasonality
  
  Our tea brand manufactures and markets hot tea products and, as a result, its
  quarterly results of operations reflect seasonal trends resulting from increased
  demand for its hot tea products in the cooler months of the year. In addition,
  some of our other products (e.g., baking and cereal products and soups) also
  show stronger sales in the cooler months while our snack food product lines are
  stronger in the warmer months. Quarterly fluctuations in our sales volume and
  operating results are due to a number of factors relating to our business,
  including the timing of trade promotions, advertising and consumer promotions
  and other factors, such as seasonality, inclement weather and unanticipated
  increases in labor, commodity, energy, insurance or other operating costs. The
  impact on sales volume and operating results due to the timing and extent of
  these factors can significantly impact our business. For these reasons, you
  should not rely on our quarterly operating results as indications of future
  performance.
  
  Inflation
  
  The Company does not believe that inflation had a significant impact on the
  Company's results of operations for the periods presented.
  
  Note Regarding Forward Looking Information
  
  Certain statements contained in this Quarterly Report constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1934 and Sections 21E of the Securities Exchange Act of 1934. Such
  forward-looking statements involve known and unknown risks, uncertainties and
  other factors that may cause the actual results, levels of activity, performance
  or achievements of the Company, or industry results, to be materially different
  from any future results, levels of activity, performance or achievements
  expressed or implied by such forward-looking statements. Such factors include,
  among others, the following: general economic and business conditions; our
  ability to implement our business and acquisition strategy; the ability to
  effectively integrate our acquisitions; our ability to obtain financing for
  general corporate purposes; competition; availability of key personnel; changes
  in, or the failure to comply with, government regulations; and other risks
  detailed from time-to-time in the Company's reports filed with the Securities
  and Exchange Commission, including the report on Form 10-K, and any amendments
  thereto, for the fiscal year ended June 30, 2005. As a result of the foregoing
  and other factors, no assurance can be given as to future results, levels of
  activity and achievements and neither the Company nor any person assumes
  responsibility for the accuracy and completeness of these statements.
  
  
  
                                         13
  <PAGE>
  
  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
  There have been no material changes in the reported market risks since the end
  of the most recent fiscal year.
  
  ITEM 4.  CONTROLS AND PROCEDURES
  
  (a)      Evaluation of Disclosure Controls and Procedures.
  
  Our Chief Executive Officer and Chief Financial Officer have reviewed our
  disclosure controls and procedures as of the end of the period covered by this
  report. Based upon this review, these officers concluded that, as of the end of
  the period covered by this report, our disclosure controls and procedures are
  effective to ensure that information required to be disclosed by the Company in
  the reports it files or submits under the Exchange Act is (1) recorded,
  processed, summarized and reported, within the time periods specified in the
  SEC's rules and forms and (2) accumulated and communicated to our management,
  including our Chief Executive Officer and Chief Financial Officer, as
  appropriate to allow timely decisions regarding required disclosure.
  
  (b)      Changes in Internal Control Over Financial Reporting.
  
  There was no change in our internal control over financial reporting during the
  fiscal quarter covered by this report that has materially affected, or is
  reasonably likely to materially affect, our internal control over financial
  reporting.
  
                             Part II - OTHER INFORMATION
  
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
  On August 3, 2005, the Company and Yeo Hiap Seng Limited ("YHS"), a Singapore
  based natural food and beverage company listed on the Singapore Exchange,
  entered into an agreement to exchange, and on September 6, 2005, did exchange,
  $2 million in equity investments in each other resulting in the issuance of an
  aggregate of 100,482 shares of the Company's common stock to YHS and one of its
  subsidiaries and the issuance of 1,326,938 ordinary shares of YHS (representing
  less than 1% of the outstanding shares) to the Company. This issuance of the
  Company's common stock was effected in reliance upon an exemption from
  registration provided by Section 4(2) under the Securities Act of 1933, as
  amended, as the issuance did not involve a public offering.
  
  ITEM 6. EXHIBITS
  
  
  Exhibit Number                      Description
  --------------                      -----------
  
  31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
       Rule 15d-14(a) of the Securities Exchange Act, as amended.
  
  31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
       Rule 15d-14(a) of the Securities Exchange Act, as amended.
  
  32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
       1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
  32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section
       1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
  
  
                                         14
  <PAGE>
  
  
                                     SIGNATURES
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
  
                                              THE HAIN CELESTIAL GROUP, INC.
  
  
  
  Date:  November 9, 2005                     /s/ Irwin D Simon
                                              -------------------------------
                                              Irwin D. Simon,
                                              Chairman, President and Chief
                                              Executive Officer
  
  
  
  
  
  
  
  Date:  November 9, 2005                     /s/ Ira J. Lamel
                                              -------------------------------
                                              Ira J. Lamel,
                                              Executive Vice President and
                                              Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         15
  
  <PAGE>
  
  
  
  EXHIBIT 31.1
  
  
                                    CERTIFICATION
  
  
  I, Irwin D. Simon, certify that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of The Hain Celestial
       Group, Inc.;
  
  2.   Based on my knowledge, this report does not contain any untrue statement of
       a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such statements
       were made, not misleading with respect to the period covered by this
       report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;
  
  4.   The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
       financial reporting (as defined in Exchange Act Rules 13a-15(f) and
       15d-15(f)) for the registrant and have:
  
            (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known to
            us by others within those entities, particularly during the period in
            which this report is being prepared;
  
  
            (b) Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally accepted
            accounting principles;
  
  
            (c) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures, as
            of the end of the period covered by this report based on such
            evaluation; and
  
  
            (d) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the registrant's
            most recent fiscal quarter that has materially affected, or is
            reasonably likely to materially affect, the registrant's internal
            control over financial reporting; and
  
  5.   The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting, to
       the registrant's auditors and the audit committee of the registrant's board
       of directors (or persons performing the equivalent functions):
  
  
            (a) All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
  
  
            (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.
  
  
  Date: November 9, 2005
  
  /s/ Irwin D. Simon
  -------------------------------------
  Irwin D. Simon
  President and Chief Executive Officer
  
  <PAGE>
  
  EXHIBIT 31.2
  
                                    CERTIFICATION
  
  
  I, Ira J. Lamel, certify that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of The Hain Celestial
       Group, Inc.;
  
  2.   Based on my knowledge, this report does not contain any untrue statement of
       a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such statements
       were made, not misleading with respect to the period covered by this
       report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;
  
  4.   The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
       financial reporting (as defined in Exchange Act Rules 13a-15(f) and
       15d-15(f)) for the registrant and have:
  
  
            (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known to
            us by others within those entities, particularly during the period in
            which this report is being prepared;
  
  
            (b) Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally accepted
            accounting principles;
  
  
            (c) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures, as
            of the end of the period covered by this report based on such
            evaluation; and
  
  
            (d) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the registrant's
            most recent fiscal quarter that has materially affected, or is
            reasonably likely to materially affect, the registrant's internal
            control over financial reporting; and
  
  5.   The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting, to
       the registrant's auditors and the audit committee of the registrant's board
       of directors (or persons performing the equivalent functions):
  
  
            (a) All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
  
  
            (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.
  
  
  Date: November 9, 2005
  
  /s/ Ira J. Lamel
  ---------------------------------
  Ira J. Lamel
  Executive Vice President and
  Chief Financial Officer
  
  <PAGE>
  
  
  EXHIBIT 32.1
  
                               CERTIFICATION FURNISHED
                         PURSUANT TO 18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO SECTION 906
                          OF THE SARBANES-OXLEY ACT OF 2002
  
  In connection with the Quarterly Report on Form 10-Q for the period ended
  September 30, 2005 (the "Report") filed by The Hain Celestial Group, Inc. (the
  "Company") with the Securities and Exchange Commission, I, Irwin D. Simon, Chief
  Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  
  The Report fully complies with the requirements of Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934; and
  
  The information contained in the Report fairly presents, in all material
  respects, the financial condition and results of operations of the Company.
  
  
  Date: November 9, 2005
  
  
  /s/ Irwin D. Simon
  -------------------------------------
  Irwin D. Simon
  President and Chief Executive Officer
  
  
  A signed original of this written statement required by Section 906 has been
  provided to The Hain Celestial Group, Inc. and will be retained by The Hain
  Celestial Group, Inc. and furnished to the Securities and Exchange Commission or
  its staff upon request.
  
  
  
  <PAGE>
  
  
  EXHIBIT 32.2
  
                               CERTIFICATION FURNISHED
                         PURSUANT TO 18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO SECTION 906
                          OF THE SARBANES-OXLEY ACT OF 2002
  
  
  In connection with the Quarterly Report on Form 10-Q for the period ended
  September 30, 2005 (the "Report") filed by The Hain Celestial Group, Inc. (the
  "Company") with the Securities and Exchange Commission, I, Ira J. Lamel, Chief
  Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  
  
  The Report fully complies with the requirements of Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934; and
  
  The information contained in the Report fairly presents, in all material
  respects, the financial condition and results of operations of the Company.
  
  
  
  Date: November 9, 2005
  
  
  /s/ Ira J. Lamel
  -----------------------------
  Ira J. Lamel
  Executive Vice President and
  Chief Financial Officer
  
  
  A signed original of this written statement required by Section 906 has been
  provided to The Hain Celestial Group, Inc. and will be retained by The Hain
  Celestial Group, Inc. and furnished to the Securities and Exchange Commission or
  its staff upon request.
metadata_documents: [{"type": "10-Q", "sequence": "1", "filename": "hain10q-110905.txt", "description": "FORM 10-Q", "secsgml_size_bytes": 67589}]
metadata_filer: {"company-data": {"conformed-name": "HAIN CELESTIAL GROUP INC", "cik": "0000910406", "assigned-sic": "2000", "irs-number": "223240619", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-22818", "film-number": "051190794"}, "business-address": {"street1": "58 SOUTH SERVICE ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "6317302200"}, "mail-address": {"street1": "58 SOUTH SERVICE ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": [{"former-conformed-name": "HAIN FOOD GROUP INC", "date-changed": "19941219"}, {"former-conformed-name": "KINERET ACQUISITION CORP", "date-changed": "19931021"}, {"former-conformed-name": "21ST CENTURY FOOD PRODUCTS CORP", "date-changed": "19930830"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934
  
  For the quarterly period ended September 30, 2005
  
                                         Or
  
  [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from ______ to _______.
  
                           Commission file number: 0-22818
  
                           THE HAIN CELESTIAL GROUP, INC.
                           ------------------------------
               (Exact name of registrant as specified in its charter)
  
                Delaware                                     22-3240619
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)
  
        58 South Service Road, Melville, New York               11747
         (Address of principal executive offices)            (Zip Code)
  
  Registrant's telephone number, including area code:         (631) 730-2200
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing
  requirement for the past 90 days.
  
                    Yes         X                               No  ______
  
  Indicate by check mark whether the registrant is an accelerated filer (as
  defined in Rule 12b-2 of the Exchange Act).
  
                    Yes         X                               No  ______
  
  Indicate by check mark whether the registrant is a shell company (as defined in
  Rule 12b-2 of the Exchange Act).
  
                    Yes _______                                 No      X
  
  As of November 1, 2005, there were 36,935,424 shares outstanding of the
  Registrant's Common Stock, par value $.01 per share.
  THE HAIN CELESTIAL GROUP, INC.
  
                                        INDEX
  
                            Part I Financial Information
  
  Item 1.  Financial Statements
  
           Condensed Consolidated Balance Sheets - September 30, 2005
           (unaudited) and June 30, 2005 .....................................2
  
           Condensed Consolidated Statements of Income -
           Three Months ended September 30, 2005 and 2004 (unaudited) ........3
  
           Condensed Consolidated Statement of Stockholders' Equity -
           Three months ended September 30, 2005 (unaudited) .................4
  
           Condensed Consolidated Statement of Cash Flows -
           Three months ended September 30, 2005 and 2004 (unaudited) ........5
  
           Notes to Condensed Consolidated Financial Statements ............6-9
  
  Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations .....................10-13
  
  Item 3.  Quantitative and Qualitative Disclosures
                    About Market Risk .......................................14
  
  Item 4.  Controls and Procedures ..........................................14
  
                              Part II Other Information
  
  Items 1, 3, 4 and 5 are not applicable.
  
  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.......14
  
  Item 6. Exhibits ..........................................................14
  
  Signatures ................................................................15
  
                                         1
  PART I - FINANCIAL INFORMATION
  
  ITEM 1. FINANCIAL STATEMENTS
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  (In thousands, except per share and share amounts)
  September 30,             June 30,
                                                                                                  2005                    2005
                                                                                          ---------------------   --------------------
                                          ASSETS                                              (Unaudited)                  (Note)
   Current assets:
  Cash and cash equivalents                                                               $      20,021              $   24,139
     Accounts receivable, less allowance for doubtful
      accounts of $2,080 and $2,074                                                                 73,478                  67,148
     Inventories                                                                                    83,567                  76,497
     Recoverable income taxes                                                                        2,590                   2,575
     Deferred income taxes                                                                           5,671                   5,671
     Other current assets                                                                           18,623                  18,164
                                                                                          ---------------------   --------------------
     Total current assets                                                                          203,950                 194,194
  
   Property, plant and equipment, net of accumulated
     depreciation and amortization of $51,842 and $49,035                                           93,120                  88,204
   Goodwill                                                                                        358,261                 350,833
   Trademarks and other intangible assets, net of
     accumulated amortization of $8,941 and $9,142                                                  60,875                  61,010
   Other assets                                                                                     12,635                  12,895
                                                                                          ---------------------   --------------------
     Total assets                                                                                $ 728,841               $ 707,136
                                                                                          =====================   ====================
  
                           LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
     Accounts payable and accrued expenses                                                      $   62,675               $  65,922
     Income taxes payable                                                                            5,833                   1,139
     Current portion of long-term debt                                                               4,148                   2,791
                                                                                          ---------------------   --------------------
     Total current liabilities                                                                      72,656                  69,852
  
   Long-term debt, less current portion                                                             90,785                  92,271
   Deferred income taxes                                                                            16,723                  16,723
   Minority interest                                                                                 4,772                       -
                                                                                          ---------------------   --------------------
    Total liabilities                                                                              184,936                 178,846
  
   Stockholders' equity:
     Preferred stock - $.01 par value, authorized 5,000,000
      shares, no shares issued                                                                           -                       -
     Common stock - $.01 par value, authorized 100,000,000
      shares, issued 37,784,930 and 37,475,998 shares                                                  378                     375
     Additional paid-in capital                                                                    407,862                 402,645
     Retained earnings                                                                             135,330                 127,967
     Foreign currency translation adjustment                                                        13,080                  10,048
                                                                                          ---------------------   --------------------
                                                                                                   556,650                 541,035
  
     Less: 861,256 shares of treasury stock, at cost                                               (12,745)                (12,745)
                                                                                          ---------------------   --------------------
     Total stockholders' equity                                                                    543,905                528, 290
                                                                                          ---------------------   --------------------
  
     Total liabilities and stockholders' equity                                                  $ 728,841               $ 707,136
                                                                                          =====================   ====================
  
  Note: The balance sheet at June 30, 2005 has been derived from the audited
        financial statements at that date.
  
  See notes to condensed consolidated financial statements.
  2
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
       (In thousands, except per share and share amounts)
  Three Months Ended
                                                                     September 30,
                                                       -------------------------------------------
                                                              2005                   2004
                                                       -------------------    --------------------
                                                                      (Unaudited)
  Net sales                                                 $ 161,097              $ 137,604
  Cost of sales                                               115,248                 98,629
                                                       -------------------    --------------------
    Gross profit                                               45,849                 38,975
  
  Selling, general and administrative expenses                 33,095                 28,185
                                                       -------------------    --------------------
    Operating income                                           12,754                 10,790
  
  Interest expense and other expenses, net                        868                    655
                                                       -------------------    --------------------
  
  Income before income taxes                                   11,886                 10,135
  Provision for income taxes                                    4,523                  3,953
                                                       -------------------    --------------------
  
    Net income                                               $  7,363               $  6,182
                                                       ===================    ====================
  
  Net income per share:
    Basic                                                    $   0.20               $   0.17
                                                       ===================    ====================
  
    Diluted                                                  $   0.20               $   0.17
                                                       ===================    ====================
  
  Weighted average common shares outstanding:
    Basic                                                      36,636                 36,273
                                                       ===================    ====================
  
    Diluted                                                    37,560                 36,855
                                                       ===================    ====================
  See notes to condensed consolidated financial statements.
  
                                         3
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
  (In thousands, except per share and share amounts)
  Foreign
                                Common Stock       Additional                                       Currency                Compre-
                                       Amount       Paid-in      Retained      Treasury Stock     Translation               hensive
                            Shares     at $.01      Capital      Earnings    Shares      Amount    Adjustment      Total    Income
                         ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------------------
  Balance at
    June 30, 2005        37,475,998      $375       $ 402,645   $ 127,967    861,256   $ (12,745)   $ 10,048    $528,290
  
  Exercise of
    stock options           208,450         2           3,268                                                      3,270
  
  Issuance of
    common stock            100,482         1           1,703                                                      1,704
  
  Non-cash compensation
    charge                                                246                                                        246
  
  Comprehensive income:
    Net income                                                      7,363                                          7,363  $   7,363
  
    Translation
      adjustments                                                                                      3,032       3,032      3,032
                                                                                                                          ---------
  
  Total compre-
    hensive
    income                                                                                                                $  10,395
                         ----------- --------    ------------ -----------  ---------   ---------- ----------   ---------  =========
  Balance at
    September
    30, 2005             37,784,930     $ 378        $407,862   $ 135,330    861,256   $ (12,745)   $ 13,080   $ 543,905
                         =========== ========    ============ ===========  =========   ========== ==========   =========
  See notes to condensed consolidated financial statements.
  
                                         4
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  (In thousands)
  Three Months Ended
                                                                                               September 30,
                                                                                 ------------------------------------------
                                                                                       2005                    2004
                                                                                 ------------------     -------------------
  CASH FLOWS FROM OPERATING ACTIVITIES                                                          (Unaudited)
  Net income                                                                              $ 7,363                $ 6,182
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                         3,207                  3,105
      Provision for doubtful accounts                                                           6                   (10)
      Non-cash compensation                                                                   246                    246
      Other non-cash items                                                                     84                      -
  
  Increase (decrease) in cash attributable to changes in
    operating assets and liabilities, net of amounts
    applicable to acquired businesses:
      Accounts receivable                                                                  (4,340)                  (973)
      Inventories                                                                          (6,594)                (7,083)
      Other current assets                                                                   (439)                (3,159)
      Other assets                                                                          1,711                 (1,789)
      Accounts payable and accrued expenses                                                (5,409)                (5,775)
      Income taxes, net                                                                     4,694                  2,477
                                                                                 ------------------     -------------------
  
            Net cash provided by (used in) operating activities                               529                 (6,779)
                                                                                 ------------------     -------------------
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                                      (3,108)                (2,781)
  Acquisitions of businesses, net of cash acquired                                         (4,257)                (1,570)
                                                                                 ------------------     -------------------
            Net cash used in investing activities                                          (7,365)                (4,351)
                                                                                 ------------------     -------------------
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on bank revolving credit facility, net                                               -                 (5,500)
  Proceeds from issuance of common stock, net of related expenses                           2,974                    805
  Repayments of other long-term debt, net                                                    (401)                (1,427)
                                                                                 ------------------     -------------------
  
            Net cash provided by (used in) financing activities                             2,573                 (6,122)
                                                                                 ------------------     -------------------
  
  Effect of exchange rate changes on cash                                                     145                   (472)
                                                                                 ------------------     -------------------
  Net decrease in cash and cash equivalents                                                (4,118)               (17,724)
  Cash and cash equivalents at beginning of period                                         24,139                 27,489
                                                                                 ------------------     -------------------
  
  Cash and cash equivalents at end of period                                            $  20,021               $  9,765
                                                                                 ==================     ===================
  
  See notes to condensed consolidated financial statements.
  5
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  
  1. GENERAL
  
  The Hain Celestial Group, Inc., a Delaware corporation, and its subsidiaries
  (collectively, the "Company", and herein referred to as "we", "us", and "our")
  manufacture, market, distribute and sell natural and organic food products and
  natural personal care products under brand names which are sold as
  "better-for-you" products. We are a leader in many of the top natural food
  categories, with such well-known food brands as Celestial Seasonings(R) teas,
  Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice Dream(R), Soy Dream(R),
  Imagine(R), Walnut Acres Organic(TM), Ethnic Gourmet(R), Rosetto(R), Little Bear
  Organic Foods(R), Bearitos(R), Arrowhead Mills(R), Health Valley(R),
  Breadshop's(R), Casbah(R), Garden of Eatin'(R), Terra Chips(R), Harry's Premium
  Snacks(R), Boston's(R), Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R),
  Milkfree, Raised Right(TM), Yves Veggie Cuisine(R), DeBoles(R), Earth's Best(R),
  and Nile Spice(R). The Company's principal specialty product lines include
  Hollywood(R) cooking oils, Estee(R) sugar-free products, Boston Better
  Snacks(R), and Alba Foods(R). Our natural and organic personal care product line
  is marketed under the JASON(R), Zia(R), Orjene(R), Shaman Earthly Organics(TM),
  and Heather's(R) brands.
  
  We operate in one business segment: the sale of natural and organic food and
  personal care products. In our 2005 fiscal year, approximately 47% of our
  revenues were derived from products that were manufactured within our own
  facilities with 53% produced by various co-packers.
  
  All dollar amounts in our consolidated financial statements and tables have been
  rounded to the nearest thousand dollars, except per share amounts. Share amounts
  in the notes to consolidated financial statements are presented in thousands.
  
  2. BASIS OF PRESENTATION
  
  Our consolidated financial statements have been prepared in accordance with
  accounting principles generally accepted in the United States for interim
  financial information and with the instructions to Form 10-Q and Article 10 of
  Regulation S-X. Accordingly, they do not include all of the information and
  footnotes required by accounting principles generally accepted in the United
  States. The consolidated financial statements reflect all normal recurring
  adjustments which, in management's opinion, are necessary for a fair
  presentation for interim periods. Operating results for the three months ended
  September 30, 2005 are not necessarily indicative of the results that may be
  expected for the year ending June 30, 2006. Please refer to the footnotes to our
  consolidated financial statements as of June 30, 2005 and for the year then
  ended included in our Annual Report on Form 10-K, as amended, for information
  not included in these condensed footnotes.
  
  3. EARNINGS PER SHARE
  
  We report basic and diluted earnings per share in accordance with Statement of
  Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" ("SFAS No.
  128"). Basic earnings per share excludes the dilutive effects of options and
  warrants. Diluted earnings per share includes only the dilutive effects of
  common stock equivalents such as stock options and warrants.
  
                                         6
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
           The following table sets forth the computation of basic and diluted
  earnings per share pursuant to SFAS No. 128:
  
                                                        Three Months Ended
                                                           September 30,
                                                      ------------------------
                                                         2005         2004
                                                      ------------ ------------
  Numerator:
  Net income                                             $  7,363     $  6,182
                                                      ============ ============
  Denominator (in thousands):
  Denominator for basic earnings per
   share - weighted average shares
   outstanding during the period                           36,636       36,273
                                                      ------------ ------------
  
  Effect of dilutive securities:
   Stock options                                              924          576
   Warrants                                                     -            6
                                                      ------------ ------------
                                                              924          582
                                                      ------------ ------------
  Denominator for diluted earnings per
   share - adjusted weighted average
   shares and assumed conversions                          37,560       36,855
                                                      ============ ============
  Basic net income per share                            $    0.20    $    0.17
                                                      ============ ============
  Diluted net income per share                          $    0.20    $    0.17
                                                      ============ ============
  
  4. INVENTORIES
  
       Inventories consisted of the following:
  
                                              September 30,      June 30,
                                                  2005             2005
                                          ------------------- -------------------
         Finished goods                           $52,154          $48,240
         Raw materials, work-in-progress
           and packaging                           31,413           28,257
                                          ------------------- -------------------
                                                  $83,567          $76,497
                                          =================== ===================
  
                                         7
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  5. PROPERTY, PLANT AND EQUIPMENT
  
       Property, plant and equipment consisted of the following:
  
                                           September 30,      June 30,
                                                2005            2005
                                          ---------------- --------------------
  
        Land                                    $  7,512       $  7,481
        Buildings and improvements                34,575         31,766
        Machinery and equipment                   89,767         89,331
        Furniture and fixtures                     5,127          2,542
        Leasehold improvements                     2,576          2,955
        Construction in progress                   5,405          3,164
                                          ---------------- --------------------
                                                 144,962        137,239
         Less: Accumulated depreciation
                 and amortization                 51,842         49,035
                                          ---------------- --------------------
                                                $ 93,120       $ 88,204
                                          ================ ====================
  
  6. ACQUISITIONS
  
  On July 1, 2005, we acquired the assets of College Hill Poultry of
  Fredericksburg, PA through Hain Pure Protein Corporation, which is a joint
  venture with Pegasus Capital Advisors, LP, a private equity firm. We control
  50.1% of the joint venture. College Hill Poultry's Raised Right (TM) brand of
  natural and organic, free-range chicken are raised on family farms and grain-fed
  without antibiotics or animal by-products. Raised Right (TM) customers include
  supernaturals and conventional supermarkets, natural food stores and foodservice
  outlets. The purchase price consisted of approximately $4.7 million in cash as
  well as the assumption of certain liabilities. The net assets acquired, as well
  as the sales and operations of Hain Pure Protein Corporation, are not material
  to the Company's consolidated financial position or the results of its
  operations.
  
  On April 4, 2005, we acquired 100% of the stock of privately held Zia Cosmetics,
  Inc., including the Zia(R) Natural Skincare brand, a respected leader in
  therapeutic products for healthy, beautiful skin sold mainly through natural
  food retailers. The purchase price consisted of approximately $10 million in
  cash as well as the assumption of certain liabilities. The purchase price
  excludes the amount of contingency payments we may be obligated to pay. The
  contingency payments are based on the achievement by Zia of certain financial
  targets over an approximate two year period following the date of acquisition.
  Such payments, which could total approximately $1.3 million, will be charged to
  goodwill if and when paid. No such contingency payments have been made since the
  acquisition. The net assets acquired, as well as the sales and operations of
  Zia, are not material to the Company's consolidated financial position or the
  results of operations.
  
  7. CREDIT FACILITY
  
  We have available to us a $300 million credit facility (the "Credit Facility")
  with a bank group expiring in April 2009. The Credit Facility provides for an
  uncommitted $50 million accordion feature, under which the facility may be
  increased to $350 million. The Credit Facility is secured only by a pledge of
  shares of certain of our foreign subsidiaries and is guaranteed by all of our
  current and future direct and indirect domestic subsidiaries. We are required to
  comply with customary affirmative and negative covenants for facilities of this
  nature. Revolving credit loans under this facility bear interest at a base rate
  (greater of the applicable prime rate or Federal Funds Rate plus an applicable
  margin) or, at our option, the reserve adjusted LIBOR rate plus an applicable
  margin. As of September 30, 2005, $89.7 million was borrowed under the Credit
  Facility at a weighted-average interest rate of 5.0%.
  
                                         8
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  8. STOCK-BASED COMPENSATION
  
  Effective July 1, 2005, we adopted SFAS No. 123(R), "Share-Based Payment," which
  is a revision of SFAS No. 123. SFAS No. 123(R) supersedes APB 25 and amends SFAS
  No. 95, "Statement of Cash Flows." SFAS No. 123(R) requires all share-based
  payments to employees, including grants of employee stock options to be
  recognized in the income statement based on their fair values.
  
  On June 24, 2005, the Company's Board of Directors accelerated the vesting of
  all outstanding stock options held by employees. During the three months ended
  September 30, 2005, there were no stock options granted. As such, there was no
  stock option expense during the three months ended September 30, 2005.
  
  9. STRATEGIC ALLIANCE WITH YHS
  
  On September 6, 2005, the Company and Yeo Hiap Seng Limited ("YHS"), a Singapore
  based natural food and beverage company listed on the Singapore Exchange,
  exchanged $2 million in equity investments in each other resulting in the
  issuance of 100,482 shares of the Company's common stock to YHS and one of its
  subsidiaries and the issuance of 1,326,938 ordinary shares of YHS (representing
  less than 1% of the outstanding shares) to the Company. These investments
  represent the completion of the first stage of an alliance established between
  the Company and YHS which is expected to result in the pursuit of joint
  interests in marketing and distribution of food and beverages and product
  development.
  
  The Company's investment in YHS shares, which is included in other assets in the
  accompanying balance sheet, is carried at cost since the Company is restricted
  from selling these shares prior to September 6, 2007. The quoted price of the
  YHS shares on the Singapore Exchange at September 30, 2005 was used to
  approximate their carrying value.
  
  10. PENDING ACQUISITION
  
  On August 23, 2005, the Company entered into an Agreement and Plan of Merger
  (the "Merger Agreement") with Spectrum Organic Products, Inc. ("Spectrum")
  whereby the Company will acquire all of the issued and outstanding stock of
  Spectrum.
  
  Spectrum is a California-based leading manufacturer and marketer of natural and
  organic culinary oils, vinegars, condiments and butter substitutes under the
  Spectrum Naturals(R) brand and essential fatty acid nutritional supplements
  under the Spectrum Essentials(R) brand. Spectrum's products are sold mainly
  through natural food retailers. Spectrum reported sales of $49.9 million for its
  last fiscal year.
  
  Upon the effective time of the merger, the Company will pay approximately $0.705
  per share, adjusted to reflect Spectrum's estimate of their expenses and the
  price adjustment provisions set forth in the Merger Agreement. The total
  consideration to be paid by the Company to Spectrum's shareholders is expected
  to be approximately $34.5 million, which shall be comprised of 50% cash and 50%
  of the Company's common stock. The value of the common stock portion of the
  consideration is subject to an adjustment based upon the closing price of the
  Company's common stock immediately prior to the closing of the merger, which is
  expected to take place in December 2005. The transaction has been approved by
  the boards of directors of both companies and is subject to approval by
  Spectrum's shareholders and other customary conditions.
  
                                         9
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
  
  Overview
  
  We manufacture, market, distribute and sell natural and organic food products
  and natural personal care products under brand names which are sold as
  "better-for-you" products. We are a leader in many of the top natural food
  categories, with such well-known food brands as Celestial Seasonings(R) teas,
  Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice Dream(R), Soy Dream(R),
  Imagine(R), Walnut Acres Organic(TM), Ethnic Gourmet(R), Rosetto(R), Little Bear
  Organic Foods(R), Bearitos(R), Arrowhead Mills(R), Health Valley(R),
  Breadshop's(R), Casbah(R), Garden of Eatin'(R), Terra Chips(R), Harry's Premium
  Snacks(R), Boston's(R), Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R),
  Milkfree, Raised Right(TM), Yves Veggie Cuisine(R), DeBoles(R), Earth's Best(R),
  and Nile Spice(R). The Company's principal specialty product lines include
  Hollywood(R) cooking oils, Estee(R) sugar-free products, Boston Better
  Snacks(R), and Alba Foods(R). Our natural and organic personal care product line
  is marketed under the JASON(R), Zia(R), Orjene(R), Shaman Earthly Organics(TM),
  and Heather's(R) brands. Our website can be found at www.hain-celestial.com.
  
  Our products are sold primarily to specialty and natural food distributors,
  supermarkets, natural food stores, and other retail classes of trade including
  mass-market stores, drug stores, food service channels and club stores.
  
  Our brand names are well recognized in the various market categories they serve.
  We have acquired numerous brands and we will seek future growth through internal
  expansion as well as the acquisition of additional complementary brands.
  
  Our overall mission is to be a leading marketer and seller of natural, organic,
  beverage, snack and specialty food and personal care products by integrating all
  of our brands under one management team and employing a uniform marketing, sales
  and distribution program. Our business strategy is to capitalize on the brand
  equity and the distribution previously achieved by each of our acquired product
  lines and to enhance revenues by strategic introductions of new product lines
  that complement existing products.
  
  Results of Operations
  
  Three months ended September 30, 2005
  
  Net sales for the three months ended September 30, 2005 were $161.1 million, an
  increase of $23.5 million or 17.1% over net sales of $137.6 million in the
  September 30, 2004 quarter. The increase came from increased brand sales for
  Terra Chips(R), which was up 14%, Garden of Eatin'(R), which was up 32%, Health
  Valley(R), which was up 13%, Earth's Best(R), which was up 61%, Imagine(R)
  Soups, which was up 52%, Celestial Seasonings(R) teas, which was up 7%, and the
  Company's personal care brands, which were up 32%. Sales for our brands in
  Europe increased 10% and sales for our brands in Canada were up 5%. Sales of our
  Jason Natural Products, acquired in June 2004, our Rosetto(R) and Ethnic
  Gourmet(R) brands, acquired in May 2004, and our Natumi(R) brand, acquired in
  February 2004, are included in each of the quarterly periods presented, while
  sales of our recently acquired Zia(R) and Raised Right(TM) brands are included
  only in the current quarter.
  
  Gross profit for the three months ended September 30, 2005 was 28.5% of net
  sales as compared to 28.3% of net sales in the September 30, 2004 quarter. The
  increase in gross profit percentage was principally the result of operating
  efficiencies offset by higher input costs. Higher costs for petroleum and
  natural gas have impacted our overall business both directly with increased
  inbound and outbound delivery costs, and indirectly with the pass-through of
  costs from our suppliers of packaging and other major components of our finished
  products. In addition, our Raised Right(TM) brand of natural and antibiotic-free
  chicken operates at significantly lower margins than our other brands and, as a
  result caused a 1.1% reduction in the Company's overall gross profit percentage.
  
  Selling, general and administrative expenses increased by $4.9 million to $33.1
  million for the three months ended September 30, 2005 as compared to $28.2
  million in the September 30, 2004 quarter. Such expenses as a percentage of net
  sales amounted to 20.5% for both the three months ended September 30, 2005 and
  the three months ended September 30, 2004. Selling, general and administrative
  expenses have increased in overall dollars, primarily as a result of costs
  brought on by businesses acquired in 2005, increased consumer marketing expenses
  needed to support our increased sales as well as increases across all levels of
  general and administrative expenses to support our growing business.
  
                                         10
  General and administrative expenses for the three months ended September 30,
  2005 includes approximately $1 million of professional fees related to our
  Sarbanes-Oxley implementation. In addition, we have added two new corporate
  office positions in response to these expanded requirements.
  
  Operating income was $12.8 million in the three months ended September 30, 2005
  compared to $10.8 million in the September 30, 2004 quarter. Operating income as
  a percentage of net sales was 7.9% in the September 30, 2005 quarter, compared
  with 7.8% in the September 30, 2004 quarter. The dollar and percentage increase
  is a result of the aforementioned higher gross profit offset by higher selling,
  general and administrative expenses.
  
  Interest and other expenses amounted to $.9 million for the three months ended
  September 30, 2005 compared to $.7 million for the three months ended September
  30, 2004. The increase in interest expense this quarter as compared to the prior
  year quarter was the result of the higher interest rates despite lower levels of
  borrowings. We had $.1 million in net currency exchange gains this quarter as
  compared to $.2 million in net currency exchange gains in the prior year
  quarter.
  
  Income before income taxes for the three months ended September 30, 2005
  amounted to $11.9 million compared to $10.1 million in the comparable period of
  the prior year. This increase was attributable to the increase in operating
  income.
  
  Our effective income tax rate approximated 38.1% of pre-tax income for the three
  months ended September 30, 2005 compared to 39% for the three months ended
  September 30, 2004. Our effective tax rate for the full fiscal year ended June
  30, 2005 was 36.7%.
  
  Net income for the three months ended September 30, 2005 was $7.4 million
  compared to $6.2 million in the September 30, 2004 quarter. The increase of $1.2
  million in earnings was primarily attributable to the increase in sales and the
  resultant increase in gross profit dollars.
  
  Liquidity and Capital Resources
  
  We finance our operations and growth primarily with the cash flows we generate
  from our operations and from borrowings under our Credit Facility.
  
  We have available to us a $300 million Credit Facility through April 22, 2009.
  The Credit Facility is secured only by a pledge of shares of certain of our
  foreign subsidiaries and is guaranteed by all of our direct and indirect
  domestic subsidiaries. We are required to comply with customary affirmative and
  negative covenants for facilities of this nature. As of September 30, 2005, we
  had $89.7 million outstanding under the Credit Facility.
  
  This access to capital provides us with flexible working capital in the ordinary
  course of business, the opportunity to grow our business through acquisitions
  and the ability to develop our existing infrastructure through capital
  investment.
  
  Net cash provided by (used in) operating activities was $0.5 million and $(6.8)
  million for the three months ended September 30, 2005 and 2004, respectively.
  Our working capital and current ratio was $131.3 million and 2.8 to 1,
  respectively, at September 30, 2005 compared with $124.3 million and 2.8 to 1
  respectively, at June 30, 2005. The improvement in cash provided by operating
  activities is the result of higher sales and the resultant increase in gross
  profit dollars, as well as improved working capital management.
  
  Net cash provided by (used in) financing activities was $4.6 million and $(6.1)
  million for the three months ended September 30, 2005 and 2004, respectively.
  The change was due principally to our pay down of approximately $0.4 million of
  debt offset by proceeds from the exercise of options of approximately $5.0
  million during the first three months of fiscal 2006, as compared to our pay
  down of approximately $6.9 million of debt offset by proceeds from the exercise
  of options of approximately $0.8 million during the first three months of fiscal
  2005.
  
  We believe that cash on hand of $20.0 million at September 30, 2005, projected
  remaining fiscal 2006 cash flows from operations, and availability under our
  Credit Facility are sufficient to fund our working capital needs, anticipated
  capital expenditures of approximately $12 million, and scheduled debt and lease
  payments of approximately $9.5 million over the next twelve months. We currently
  invest our cash on hand in highly liquid short-term investments yielding
  approximately 3.8% interest.
  
                                         11
  Critical Accounting Policies
  
  Our financial statements are prepared in accordance with accounting principles
  generally accepted in the United States. The accounting principles we use
  require us to make estimates and assumptions that affect the reported amounts of
  assets and liabilities at the date of the financial statements and amounts of
  income and expenses during the reporting periods presented. We believe in the
  quality and reasonableness of our critical accounting policies; however, it is
  likely that materially different amounts would be reported under different
  conditions or using assumptions different from those that we have consistently
  applied. We believe our critical accounting policies are as follows, including
  our methodology for estimates made and assumptions used:
  
  Revenue Recognition and Sales Incentives
  
  Sales are recognized when the earnings process is complete, which occurs when
  products are shipped in accordance with terms of agreements, title and risk of
  loss transfer to customers, collection is probable and pricing is fixed or
  determinable. Sales are reported net of sales incentives, which include trade
  discounts and promotions and certain coupon costs. Shipping and handling costs
  billed to customers are included in reported sales. Allowances for cash
  discounts are recorded in the period in which the related sale is recognized.
  
  Valuation of Accounts and Chargebacks Receivables
  
  We perform ongoing credit evaluations on existing and new customers daily. We
  apply reserves for delinquent or uncollectible trade receivables based on a
  specific identification methodology and also apply an additional reserve based
  on the experience we have with our trade receivables aging categories. Credit
  losses have been within our expectations over the last few years. While one of
  our customers represents approximately 20% of our trade receivable balance on an
  ongoing basis, we believe there is no credit exposure at this time.
  
  Based on cash collection history and other statistical analysis, we estimate the
  amount of unauthorized deductions that our customers have taken to be repaid and
  collectible in the near future in the form of a chargeback receivable. While our
  estimate of this receivable balance could be different had we used different
  assumptions and judgments, historically our cash collections of this type of
  receivable have generally been within our expectations.
  
  There can be no assurance that we would have the same experience with our
  receivables during different economic conditions, or with changes in business
  conditions, such as consolidation within the food industry and/or a change in
  the way we market and sell our products.
  
  Inventory
  
  Our inventory is valued at the lower of actual cost or market, utilizing the
  first-in, first-out method. We provide write-downs for finished goods expected
  to become non-saleable due to age and specifically identify and provide for slow
  moving or obsolete raw ingredients and packaging.
  
  Property, Plant and Equipment
  
  Our property, plant and equipment is carried at cost and depreciated or
  amortized on a straight-line basis over the lesser of the estimated useful lives
  or lease life, whichever is shorter. We believe the asset lives assigned to our
  property, plant and equipment are within ranges generally used in food
  manufacturing and distribution businesses. Our manufacturing plants and
  distribution centers, and their related assets, are periodically reviewed to
  determine if any impairment exists by analyzing underlying cash flow
  projections. At this time, we believe no impairment exists on the carrying value
  of such assets. Ordinary repairs and maintenance are expensed as incurred.
  
                                         12
  Intangibles
  
  Goodwill is no longer amortized and the value of an identifiable intangible
  asset is amortized over its useful life unless the asset is determined to have
  an indefinite useful life. The carrying value of goodwill, which is allocated to
  the Company's five reporting units, and other intangible assets with indefinite
  useful lives are tested annually for impairment.
  
  Segments
  
  SFAS No. 131 defines an operating segment as that component of an enterprise (i)
  that engages in business activities from which it may earn revenues and incur
  expenses, (ii) whose operating results are regularly reviewed by the
  enterprise's chief operating decision maker (CODM) to make decisions about
  resources to be allocated to the segment and assess its performance, and (iii)
  for which discrete financial information is available. SFAS No. 142 defines a
  reporting unit as an operating segment or one level below an operating segment
  if the component constitutes a business for which discrete financial information
  is available and segment management regularly reviews the operating results of
  that component. The Company has determined that it operates in one segment, the
  sale of natural and organic products, including food, beverage and personal care
  products, and further that such single segment includes five reporting units in
  the annual test of Goodwill for impairment. Characteristics of the Company's
  operations which are relied on in making these determinations include the
  similarities apparent in the Company's products in the natural and organic
  consumer markets, the commonality of the Company's customers across brands, the
  Company's unified marketing strategy, and the nature of the financial
  information used by the CODM, described below, other than information on sales
  and direct product costs, by brand. The Company's five reporting units are
  Grocery (including snacks); Tea; Personal Care; Canada; and Europe. The Company
  has further determined that its Chairman of the Board and Chief Executive
  Officer is the Company's CODM as defined in SFAS No. 131, and is also the
  manager of the Company's single segment. In making decisions about resource
  allocation and performance assessment, the Company's CODM focuses on sales
  performance by brand using internally generated sales data as well as externally
  developed market consumption data acquired from independent sources, and further
  reviews certain data regarding standard costs and standard gross margins by
  brand. In making these decisions, the CODM receives and reviews certain Company
  consolidated quarterly and year-to-date information; however, the CODM does not
  receive or review any discrete financial information by geographic location,
  business unit, subsidiary, division or brand. The CODM reviews and approves
  capital spending on a Company consolidated basis rather than at any lower unit
  level. The Company's Board of Directors receives the same quarterly and
  year-to-date information as the Company's CODM.
  
  Seasonality
  
  Our tea brand manufactures and markets hot tea products and, as a result, its
  quarterly results of operations reflect seasonal trends resulting from increased
  demand for its hot tea products in the cooler months of the year. In addition,
  some of our other products (e.g., baking and cereal products and soups) also
  show stronger sales in the cooler months while our snack food product lines are
  stronger in the warmer months. Quarterly fluctuations in our sales volume and
  operating results are due to a number of factors relating to our business,
  including the timing of trade promotions, advertising and consumer promotions
  and other factors, such as seasonality, inclement weather and unanticipated
  increases in labor, commodity, energy, insurance or other operating costs. The
  impact on sales volume and operating results due to the timing and extent of
  these factors can significantly impact our business. For these reasons, you
  should not rely on our quarterly operating results as indications of future
  performance.
  
  Inflation
  
  The Company does not believe that inflation had a significant impact on the
  Company's results of operations for the periods presented.
  
  Note Regarding Forward Looking Information
  
  Certain statements contained in this Quarterly Report constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1934 and Sections 21E of the Securities Exchange Act of 1934. Such
  forward-looking statements involve known and unknown risks, uncertainties and
  other factors that may cause the actual results, levels of activity, performance
  or achievements of the Company, or industry results, to be materially different
  from any future results, levels of activity, performance or achievements
  expressed or implied by such forward-looking statements. Such factors include,
  among others, the following: general economic and business conditions; our
  ability to implement our business and acquisition strategy; the ability to
  effectively integrate our acquisitions; our ability to obtain financing for
  general corporate purposes; competition; availability of key personnel; changes
  in, or the failure to comply with, government regulations; and other risks
  detailed from time-to-time in the Company's reports filed with the Securities
  and Exchange Commission, including the report on Form 10-K, and any amendments
  thereto, for the fiscal year ended June 30, 2005. As a result of the foregoing
  and other factors, no assurance can be given as to future results, levels of
  activity and achievements and neither the Company nor any person assumes
  responsibility for the accuracy and completeness of these statements.
  
                                         13
  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
  There have been no material changes in the reported market risks since the end
  of the most recent fiscal year.
  
  ITEM 4.  CONTROLS AND PROCEDURES
  
  (a)      Evaluation of Disclosure Controls and Procedures.
  
  Our Chief Executive Officer and Chief Financial Officer have reviewed our
  disclosure controls and procedures as of the end of the period covered by this
  report. Based upon this review, these officers concluded that, as of the end of
  the period covered by this report, our disclosure controls and procedures are
  effective to ensure that information required to be disclosed by the Company in
  the reports it files or submits under the Exchange Act is (1) recorded,
  processed, summarized and reported, within the time periods specified in the
  SEC's rules and forms and (2) accumulated and communicated to our management,
  including our Chief Executive Officer and Chief Financial Officer, as
  appropriate to allow timely decisions regarding required disclosure.
  
  (b)      Changes in Internal Control Over Financial Reporting.
  
  There was no change in our internal control over financial reporting during the
  fiscal quarter covered by this report that has materially affected, or is
  reasonably likely to materially affect, our internal control over financial
  reporting.
  
                             Part II - OTHER INFORMATION
  
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
  On August 3, 2005, the Company and Yeo Hiap Seng Limited ("YHS"), a Singapore
  based natural food and beverage company listed on the Singapore Exchange,
  entered into an agreement to exchange, and on September 6, 2005, did exchange,
  $2 million in equity investments in each other resulting in the issuance of an
  aggregate of 100,482 shares of the Company's common stock to YHS and one of its
  subsidiaries and the issuance of 1,326,938 ordinary shares of YHS (representing
  less than 1% of the outstanding shares) to the Company. This issuance of the
  Company's common stock was effected in reliance upon an exemption from
  registration provided by Section 4(2) under the Securities Act of 1933, as
  amended, as the issuance did not involve a public offering.
  
  ITEM 6. EXHIBITS
  
  Exhibit Number                      Description
  --------------                      -----------
  
  31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
       Rule 15d-14(a) of the Securities Exchange Act, as amended.
  
  31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
       Rule 15d-14(a) of the Securities Exchange Act, as amended.
  
  32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
       1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
  32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section
       1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
                                         14
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                              THE HAIN CELESTIAL GROUP, INC.
  
  Date:  November 9, 2005                     /s/ Irwin D Simon
                                              -------------------------------
                                              Irwin D. Simon,
                                              Chairman, President and Chief
                                              Executive Officer
  
  Date:  November 9, 2005                     /s/ Ira J. Lamel
                                              -------------------------------
                                              Ira J. Lamel,
                                              Executive Vice President and
                                              Chief Financial Officer
  
                                         15
  EXHIBIT 31.1
  
                                    CERTIFICATION
  
  I, Irwin D. Simon, certify that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of The Hain Celestial
       Group, Inc.;
  
  2.   Based on my knowledge, this report does not contain any untrue statement of
       a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such statements
       were made, not misleading with respect to the period covered by this
       report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;
  
  4.   The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
       financial reporting (as defined in Exchange Act Rules 13a-15(f) and
       15d-15(f)) for the registrant and have:
  
            (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known to
            us by others within those entities, particularly during the period in
            which this report is being prepared;
  
            (b) Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally accepted
            accounting principles;
  
            (c) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures, as
            of the end of the period covered by this report based on such
            evaluation; and
  
            (d) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the registrant's
            most recent fiscal quarter that has materially affected, or is
            reasonably likely to materially affect, the registrant's internal
            control over financial reporting; and
  
  5.   The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting, to
       the registrant's auditors and the audit committee of the registrant's board
       of directors (or persons performing the equivalent functions):
  
            (a) All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
  
            (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.
  
  Date: November 9, 2005
  
  /s/ Irwin D. Simon
  -------------------------------------
  Irwin D. Simon
  President and Chief Executive Officer
  EXHIBIT 31.2
  
                                    CERTIFICATION
  
  I, Ira J. Lamel, certify that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of The Hain Celestial
       Group, Inc.;
  
  2.   Based on my knowledge, this report does not contain any untrue statement of
       a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such statements
       were made, not misleading with respect to the period covered by this
       report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;
  
  4.   The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
       financial reporting (as defined in Exchange Act Rules 13a-15(f) and
       15d-15(f)) for the registrant and have:
  
            (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known to
            us by others within those entities, particularly during the period in
            which this report is being prepared;
  
            (b) Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally accepted
            accounting principles;
  
            (c) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures, as
            of the end of the period covered by this report based on such
            evaluation; and
  
            (d) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the registrant's
            most recent fiscal quarter that has materially affected, or is
            reasonably likely to materially affect, the registrant's internal
            control over financial reporting; and
  
  5.   The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting, to
       the registrant's auditors and the audit committee of the registrant's board
       of directors (or persons performing the equivalent functions):
  
            (a) All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
  
            (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.
  
  Date: November 9, 2005
  
  /s/ Ira J. Lamel
  ---------------------------------
  Ira J. Lamel
  Executive Vice President and
  Chief Financial Officer
  EXHIBIT 32.1
  
                               CERTIFICATION FURNISHED
                         PURSUANT TO 18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO SECTION 906
                          OF THE SARBANES-OXLEY ACT OF 2002
  
  In connection with the Quarterly Report on Form 10-Q for the period ended
  September 30, 2005 (the "Report") filed by The Hain Celestial Group, Inc. (the
  "Company") with the Securities and Exchange Commission, I, Irwin D. Simon, Chief
  Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  
  The Report fully complies with the requirements of Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934; and
  
  The information contained in the Report fairly presents, in all material
  respects, the financial condition and results of operations of the Company.
  
  Date: November 9, 2005
  
  /s/ Irwin D. Simon
  -------------------------------------
  Irwin D. Simon
  President and Chief Executive Officer
  
  A signed original of this written statement required by Section 906 has been
  provided to The Hain Celestial Group, Inc. and will be retained by The Hain
  Celestial Group, Inc. and furnished to the Securities and Exchange Commission or
  its staff upon request.
  EXHIBIT 32.2
  
                               CERTIFICATION FURNISHED
                         PURSUANT TO 18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO SECTION 906
                          OF THE SARBANES-OXLEY ACT OF 2002
  
  In connection with the Quarterly Report on Form 10-Q for the period ended
  September 30, 2005 (the "Report") filed by The Hain Celestial Group, Inc. (the
  "Company") with the Securities and Exchange Commission, I, Ira J. Lamel, Chief
  Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  
  The Report fully complies with the requirements of Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934; and
  
  The information contained in the Report fairly presents, in all material
  respects, the financial condition and results of operations of the Company.
  
  Date: November 9, 2005
  
  /s/ Ira J. Lamel
  -----------------------------
  Ira J. Lamel
  Executive Vice President and
  Chief Financial Officer
  
  A signed original of this written statement required by Section 906 has been
  provided to The Hain Celestial Group, Inc. and will be retained by The Hain
  Celestial Group, Inc. and furnished to the Securities and Exchange Commission or
  its staff upon request.