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 March 31, 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 ____
  
  
  As of May 4, 2005, there were 36,649,042 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
  
               Consolidated Balance Sheets - March 31, 2005
               (unaudited) and June 30, 2004                                   2
  
               Consolidated Statements of Income - Three months and nine
               months ended March 31, 2005
               and 2004 (unaudited)                                            3
  
               Consolidated Statement of Stockholders' Equity -
               Nine months ended March 31, 2005 (unaudited)                    4
  
               Consolidated Statements of Cash Flows -
               Nine months ended March 31, 2005 and 2004 (unaudited)           5
  
               Notes to Consolidated Financial Statements                   6-10
  
  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                             11-15
  
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk         16
  
  Item 4.  Controls and Procedures                                            16
  
  Part II  Other Information
  
               Items 1 and 3 through 5 are not applicable
  
               Item 2 - Unregistered Sales of Equity Securities
                        and Use of Proceeds.                                  16
  
               Item 6 - Exhibits                                              17
  
               Signatures                                                     18
  
  
  
                                         1
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
  
  PART I - FINANCIAL INFORMATION
  ITEM 1 - FINANCIAL STATEMENTS
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  (In thousands, except per share and share amounts)
                                                                                         March 31,               June 30,
                                                                                            2005                    2004
                                                                                    ---------------------   --------------------
                                          ASSETS                                        (Unaudited)                  (Note)
   Current assets:
  <S>                                                                                    <C>                      <C>
    Cash and cash equivalents                                                            $    17,117              $   27,489
    Accounts receivable, less allowance for doubtful
      accounts of $2,016 and $2,185                                                           72,982                  69,392
    Inventories                                                                               83,928                  86,873
    Deferred income taxes                                                                      3,111                   3,111
    Other current assets                                                                      19,163                  11,449
                                                                                    ---------------------   --------------------
      Total current assets                                                                   196,301                 198,314
  
   Property, plant and equipment, net of accumulated
     depreciation and amortization of $47,842 and $40,799                                     87,407                  87,002
   Goodwill                                                                                  345,220                 333,218
   Trademarks and other intangible assets, net of
     accumulated amortization of $8,925 and $8,349                                            55,567                  55,793
   Other assets                                                                               12,253                   9,904
                                                                                    ---------------------   --------------------
     Total assets                                                                         $ 696,748                $ 684,231
                                                                                    =====================   ====================
  
                           LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
    Accounts payable and accrued expenses                                                 $   61,445               $  59,031
    Current portion of long-term debt                                                          3,152                   6,845
    Income taxes payable                                                                       3,071                   2,489
                                                                                    ---------------------   --------------------
     Total current liabilities                                                                67,668                  68,365
  
   Long-term debt, less current portion                                                       85,533                 104,294
   Deferred income taxes                                                                      13,542                  14,807
                                                                                    ---------------------   --------------------
     Total liabilities                                                                       166,743                 187,466
  
   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 37,410,598 and 37,064,648 shares                                             374                     371
    Additional paid-in capital                                                               399,066                 394,740
    Deferred compensation                                                                     (2,106)                 (2,809)
    Retained earnings                                                                        130,655                 106,097
    Foreign currency translation adjustment                                                   12,991                   7,651
                                                                                    ---------------------   --------------------
                                                                                             540,980                 506,050
   Less: 761,556 and 671,556 shares of treasury stock, at cost                               (10,975)                 (9,285)
                                                                                    ---------------------   --------------------
     Total stockholders' equity                                                              530,005                 496,765
                                                                                    ---------------------   --------------------
  
     Total liabilities and stockholders' equity                                           $ 696,748                $ 684,231
                                                                                    =====================   ====================
  
  </TABLE>
  
  Note: The balance sheet at June 30, 2004 has been derived from the audited
        financial statements at that date.
  
  See notes to consolidated financial statements.
  
  
  
                                         2
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
  (In thousands, except per share amounts)
  
                                                     Three Months Ended                        Nine Months Ended
                                                          March 31,                                  March 31,
                                            ---------------------------------------    ---------------------------------------
                                                  2005                 2004                  2005                 2004
                                            -----------------    ------------------    -----------------    ------------------
                                                         (Unaudited) (Unaudited)
  
  <S>                                              <C>                   <C>                 <C>                   <C>
  Net sales                                        $ 161,261             $ 136,862           $  468,618            $  406,707
  Cost of sales                                      115,793                98,316              330,944               283,900
                                            -----------------    ------------------    -----------------    ------------------
     Gross profit                                     45,468                38,546              137,674               122,807
  
  Selling, general and
   administrative expenses                            33,740                29,527               97,098                85,393
                                            -----------------    ------------------    -----------------    ------------------
  
     Operating income                                 11,728                 9,019               40,576                37,414
  
  Interest expense and other
   expenses, net                                       1,182                   932                2,390                 2,073
                                            -----------------    ------------------    -----------------    ------------------
  Income before income taxes                          10,546                 8,087               38,186                35,341
  Provision for income taxes                           2,848                 3,073               13,628                13,413
                                            -----------------    ------------------    -----------------    ------------------
     Net income                                    $   7,698            $    5,014           $   24,558            $   21,928
                                            =================    ==================    =================    ==================
  
  Net income per share:
     Basic                                         $    0.21            $     0.14           $     0.68            $     0.63
                                            =================    ==================    =================    ==================
     Diluted                                       $    0.21            $     0.14           $     0.66            $     0.61
                                            =================    ==================    =================    ==================
  
  Weighted average common shares outstanding:
     Basic                                            36,440                35,694               36,368                34,943
                                            =================    ==================    =================    ==================
     Diluted                                          37,308                36,804               37,124                36,098
                                            =================    ==================    =================    ==================
  
  </TABLE>
  
  
  
  See notes to consolidated financial statements.
  
  
  
                                         3
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  FOR THE NINE MONTHS ENDED MARCH 31, 2005 (In thousands, except per share and
  share amounts)
  
                                                                                                      Foreign
                                                              Un-                                     Currency
                                                           amortized                                  Trans-
                           Common Stock       Additional      Non-                    Treasury        lation                Compre-
                                      Amount    Paid-in    Cash Com-   Retained        Stock          Adjust-               hensive
                         Shares       at $.01   Capital    pensation   Earnings    Shares   Amount    ment       Total      Income
                      -------------------------------------------------------------------------------------------------------------
  
  <S>                  <C>         <C>        <C>          <C>         <C>        <C>       <C>       <C>        <C>        <C>
  Balance at
    June 30, 2004      37,064,648  $  371     $  394,740   $ (2,809)   $ 106,097  671,556   $ (9,285) $  7,651   $ 496,765
  
  Exercise of
    stock options         345,950       3          4,291                                                             4,294
  
  Purchase of
    Treasury Shares                                                                90,000     (1,690)               (1,690)
  
  Non-cash
    compensation
    charge                                            35        703                                                    738
  
  Comprehensive
    income:
      Net income
      for the period                                                      24,558                                    24,558  24,558
  
    Translation
      adjustments                                                                                        5,340       5,340   5,340
                                                                                                                            -------
  
  
  Total comprehen-
    sive income                                                                                                            $29,898
                      ----------------------------------------------------------------------------------------------------=========
  Balance at
    March 31, 2005    37,410,598   $  374     $  399,066   $ (2,106)   $ 130,655  761,556  $ (10,975) $ 12,991   $ 530,005
  
  
  See notes to consolidated financial statements.
  
  </TABLE>
  
  
  
                                         4
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  (In thousands)
                                                                               Nine Months Ended
                                                                                   March 31,
                                                                   ------------------------------------------
                                                                         2005                    2004
                                                                   ------------------     -------------------
  CASH FLOWS FROM OPERATING ACTIVITIES                                            (Unaudited)
  
  <S>                                                                    <C>                    <C>
  Net income                                                             $   24,558               $ 21,928
  Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and amortization                                         10,176                  7,900
       Provision for doubtful accounts                                           (8)                    57
  
  
     Increase (decrease) in cash attributable to changes in
          operating assets and liabilities, net of amounts
          applicable to acquired businesses:
            Accounts receivable                                              (2,364)                (7,999)
            Inventories                                                       2,734                 (8,405)
            Other current assets                                             (7,149)                (2,589)
            Other assets                                                     (2,604)                 1,828
            Accounts payable and accrued expenses                               150                 (6,577)
            Income taxes, net                                                  (864)                10,205
                                                                   ------------------     -------------------
  
            Net cash provided by operating activities                        24,629                 16,348
                                                                   ------------------     -------------------
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                        (7,026)                (6,145)
  Acquisitions of businesses, net of cash acquired                           (6,478)                (4,480)
                                                                   ------------------     -------------------
            Net cash used in investing activities                           (13,504)               (10,625)
                                                                   ------------------     -------------------
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Repayments of bank revolving
    credit facility, net                                                    (16,500)                (7,650)
  Payments on economic development revenue bonds                             (3,550)                  (408)
  Purchase of treasury stock                                                 (1,690)                  (279)
  Costs in connecting with bank financing                                       (34)                   (25)
  Proceeds from exercise of warrants and options, net of
    related expenses                                                          4,294                 17,606
  Repayments of other long-term debt, net                                    (1,559)                (2,891)
                                                                   ------------------     -------------------
  
            Net cash (used in) provided by financing activities             (19,039)                 6,353
                                                                   ------------------     -------------------
  
  Effect of exchange rate changes on cash                                    (2,458)                (1,959)
                                                                   ------------------     -------------------
  Net (decrease) increase in cash and cash equivalents                      (10,372)                10,117
  Cash and cash equivalents at beginning of period                           27,489                 10,984
                                                                   ------------------     -------------------
  
  Cash and cash equivalents at end of period                              $  17,117               $ 21,101
                                                                   ==================     ===================
  
  
  </TABLE>
  
  See notes to consolidated financial statements.
  
  
  
  
  
  
                                         5
  <PAGE>
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  NOTES TO 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, organic, specialty
  and snack food products and natural and organic 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(R), 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, 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, Kineret(R)
  kosher foods, Boston Better Snacks(R), and Alba Foods(R). Our natural and
  organic personal care product line is marketed under the JASON(R), Orjene(R),
  Shaman Earthly Organics(TM), and Heather's(R) brands.
  
       We operate in one business segment: the sale of natural, organic and other
  food and beverage and personal care products. In our 2004 fiscal year,
  approximately 39% of our revenues were derived from products that were
  manufactured within our own facilities with 61% produced by various co-packers.
  
       All dollar amounts in our consolidated financial statements and notes 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 and
  nine months ended March 31, 2005 are not necessarily indicative of the results
  that may be expected for the year ending June 30, 2005. Please refer to the
  footnotes to our consolidated financial statements as of June 30, 2004 and for
  the year then ended included in our Annual Report on Form 10-K 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 CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  
       The following table sets forth the computation of basic and diluted
  earnings per share pursuant to SFAS No. 128:
  
  
  <TABLE>
  <CAPTION>
  
                                                       Three Months Ended                Nine Months Ended
                                                            March 31,                          March 31,
                                                 --------------------------------------------------------------------
                                                      2005             2004             2005              2004
                                                 --------------- ----------------- ---------------- -----------------
  Numerator:
  <S>                                                  <C>               <C>             <C>               <C>
  Net income                                           $  7,698          $  5,014        $  24,558         $  21,928
                                                 =============== ================= ================ =================
  Denominator (in thousands):
  Denominator for basic earnings per
   share - weighted average shares
   outstanding during the period                         36,440            35,694           36,368            34,943
                                                 --------------- ----------------- ---------------- -----------------
  
  Effect of dilutive securities:
   Stock options                                            868             1,059              754             1,031
   Warrants                                                   -                51                2               124
                                                 --------------- ----------------- ---------------- -----------------
                                                            868             1,110              756             1,155
                                                 --------------- ----------------- ---------------- -----------------
  Denominator for diluted earnings per
   share - adjusted weighted average
   shares and assumed conversions                        37,308            36,804           37,124            36,098
                                                 =============== ================= ================ =================
  Basic net income per share                         $     0.21        $     0.14       $     0.68        $     0.63
                                                 =============== ================= ================ =================
  Diluted net income per share                       $     0.21        $     0.14       $     0.66        $     0.61
                                                 =============== ================= ================ =================
  
  </TABLE>
  
  
  4.   INVENTORIES
  
       Inventories consisted of the following:
  
                                               March 31,            June 30,
                                                 2005                 2004
                                           -------------------- -----------------
         Finished goods                          $53,121              $56,132
         Raw materials, work-in-progress
           and packaging                          30,807               30,741
                                           -------------------- -----------------
                                               $  83,928              $86,873
                                           ==================== =================
  
  
  
                                         7
  <PAGE>
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  5.   PROPERTY, PLANT AND EQUIPMENT
  
       Property, plant and equipment consisted of the following:
  
                                                  March 31,         June 30,
                                                    2005              2004
                                             -------------------------------------
         Land                                       $  8,181         $  8,113
         Buildings and improvements                   30,665           29,867
         Machinery and equipment                      83,551           79,275
         Furniture and fixtures                        2,600            2,527
         Leasehold improvements                        3,876            3,478
         Construction in progress                      6,376            4,541
                                             -------------------------------------
                                                     135,249          127,801
         Less: Accumulated depreciation
                 and amortization                     47,842           40,799
                                             -------------------------------------
                                                    $ 87,407         $ 87,002
                                             =====================================
  
  6.   ACQUISITIONS
  
       On June 3, 2004, we acquired 100% of the stock of privately-held Jason
  Natural Products, Inc., a California-based manufacturer and marketer of natural
  and organic personal care products. In recent years, Jason Natural Products has
  expanded its lines of natural and organic personal care products by integrating
  a series of brands including Orjene(R), Shaman Earthly Organics(TM), and
  Heather's(R) into its portfolio. The purchase price consisted of approximately
  $23.9 million in cash, plus the assumption of certain liabilities. At March 31,
  2005, goodwill (not deductible for tax purposes) from this transaction was
  estimated to be $24.7 million.
  
       On May 27, 2004, we acquired substantially all of the assets and assumed
  certain liabilities of the Rosetto(R) and Ethnic Gourmet(R) businesses of H.J.
  Heinz Company, LP, which owned approximately 16.7% of our common stock at the
  time of the transaction. These businesses produce and market frozen pasta and
  natural ethnic frozen meals, respectively. The purchase price consisted of
  approximately $22.8 million in cash, plus the assumption of certain liabilities.
  At March 31, 2005, goodwill (deductible for tax purposes) from this transaction
  was estimated to be $8.4 million.
  
       The following table summarizes the estimated fair values of assets acquired
  and liabilities assumed of Jason Natural Products, Rosetto, and Ethnic Gourmet
  at the dates of the acquisitions:
  
  Current assets                       $ 12,369
  Property and equipment                 12,871
  Other assets                              102
                                      ---------
  
  Total assets                           25,342
  Liabilities assumed                     4,364
                                      ---------
  
  Net assets acquired                  $ 20,978
                                      =========
  
  
       The balance sheet at March 31, 2005, includes the assets acquired and
  liabilities assumed valued at fair market value at the date of purchase. We are
  in the process of performing the procedures required to finalize the purchase
  price allocation for the above fiscal 2004 acquisitions. We expect these
  procedures to be completed by the end of fiscal 2005.
  
       The results of operations for the three months and nine months ended March
  31, 2005 include the results of the above described acquisitions for the
  complete period. The following table presents information about sales and net
  income had the operations of the acquired businesses been combined with our
  business as of the first day of the periods shown. This information has not been
  adjusted to reflect any changes in the operations of these businesses subsequent
  to their
  
  
  
                                         8
  <PAGE>
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  acquisition by us. Changes in operations of these acquired businesses include,
  but are not limited to, integration of systems and personnel, discontinuation of
  products (including discontinuation resulting from the integration of acquired
  and existing brands with similar products, and discontinuation of sales of
  private label products), changes in trade practices, application of our credit
  policies, changes in manufacturing processes or locations, and changes in
  marketing and advertising programs. Had any of these changes been implemented by
  the former management of the businesses acquired prior to acquisition by us, the
  sales and net income information might have been materially different than the
  actual results achieved and from the pro forma information provided below.
  
                             Three Months Ended        Nine Months Ended
                               March 31, 2004           March 31, 2004
                            ----------------------- ------------------------
  Net sales                      $ 152,676                 $ 449,518
                            ================================================
  Net income                   $     5,525                $   22,386
                            ================================================
  
  Earnings per share:
    Basic                      $      0.15               $      0.64
                            ================================================
    Diluted                    $      0.15               $      0.62
                            ================================================
  
  Weighted average shares:
    Basic                           35,694                    34,943
                            ================================================
    Diluted                         36,804                    36,098
                            ================================================
  
  
       In management's opinion, the unaudited pro forma results of operations is
  not indicative of the actual results that would have occurred had the JASON(R),
  Rosetto(R) and Ethnic Gourmet(R) acquisitions been consummated at the beginning
  of the periods presented or of future operations of the combined companies under
  our management.
  
       On February 25, 2004, our subsidiary in Belgium acquired Natumi, AG, a
  German producer of non-dairy beverages and desserts marketed principally in
  retail channels in Europe. The purchase price consisted of approximately $1.75
  million in cash as well as the assumption of certain liabilities. The purchase
  price excludes the amount of contingency payments we are obligated to pay the
  former owner of Natumi. The contingency payments are based on the achievement by
  Natumi of certain financial targets over an approximate 3.5 year period
  following the date of acquisition. Such payments, which could total
  approximately 9.0 million euros, 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 Natumi, are not material
  to the Company's consolidated financial position or results of operations and,
  therefore, have not been included in the detailed information about our
  acquisitions.
  
  
  7.   CREDIT FACILITY
  
       On April 22, 2004, we entered into a new $300 million credit facility (the
  "Credit Facility") with a bank group led by our existing bank agents for a
  five-year term 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 and applicable
  margin) or, at our option, the reserve adjusted LIBOR rate plus an applicable
  margin. As of March 31, 2005, $82.7 million was borrowed under the Credit
  Facility at an interest rate of 4.2%. On April 4, 2005, we borrowed an
  additional $11.0 million in conjunction with our acquisition of Zia Cosmetics,
  Inc. On May 9, 2005, we made a repayment of $4.0 million bringing our borrowings
  under the Credit Facility to $89.7 million.
  
  
  
  
  
                                         9
  <PAGE>
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  8.   STOCK-BASED COMPENSATION
  
       The Company accounts for its stock-based compensation plans using the
  intrinsic value method under APB Opinion No. 25, "Accounting for Stock Issued to
  Employees" ("APB 25") and related Interpretations. Under APB 25, when the
  exercise price of our employee stock options at least equals the market price of
  the underlying stock on the date of grant, no compensation expense is
  recognized.
  
       If compensation cost for the Company's stock-based compensation plans had
  been determined based on the fair value at the grant dates consistent with the
  method prescribed by SFAS No. 123, "Accounting For Stock-Based Compensation,"
  net earnings and earnings per share for the three months and nine months ended
  March 31, 2005 and 2004 would have been the pro forma amounts that follow:
  
  <TABLE>
  <CAPTION>
  
                                                  Three Months Ended                  Nine Months Ended
                                                      March 31,                           March 31,
                                            -------------------------------    --------------------------------
                                                2005              2004             2005              2004
                                            --------------    -------------    -------------    ---------------
  
  <S>                                             <C>              <C>             <C>                <C>
  Net income, as reported                         $ 7,698          $ 5,014         $ 24,558           $ 21,928
  Non-cash compensation charge, net of
  related tax effects                                 179               65              479                 79
  
  Stock-based employee compensation
  expense determined under fair value
  method, net of related tax effects              (1,537)          (2,413)          (6,392)            (4,350)
                                            --------------    -------------    -------------    ---------------
  
  Pro forma net income                            $ 6,340          $ 2,666         $ 18,645           $ 17,657
                                            ==============    =============    =============    ===============
  
  Basic net income per share:
      As reported                                 $  0.21          $  0.14         $   0.68           $   0.63
                                                  =======          =======         ========           ========
      Pro forma                                   $  0.17          $  0.07         $   0.51           $   0.51
                                                  =======          =======         ========           ========
  
  
  
  Diluted net income per share:
      As reported                                 $  0.21          $  0.14         $   0.66           $   0.61
                                                  =======          =======         ========           ========
      Pro forma                                   $  0.17          $  0.07         $   0.50           $   0.49
                                                  =======          =======         ========           ========
  
  
  </TABLE>
  
  
       On December 16, 2004, the Financial Accounting Standards Board issued
  Statement No. 123 (revised 2004), "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." Generally, the approach in SFAS No. 123(R) is similar
  to the approach described in SFAS No. 123. However, 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. Pro forma
  disclosure is no longer an alternative. SFAS No. 123(R) must be adopted no later
  than July 1, 2005. Early adoption will be permitted in periods in which
  financial statements have not yet been issued. We will adopt SFAS No. 123(R) on
  July 1, 2005.
  
  9.   SUBSEQUENT EVENTS
  
       On April 4, 2005, the Company acquired 100% of the stock of privately-held
  Zia Cosmetics, Inc., including the Zia Natural Skincare brand, a respected
  leader in therapeutic products for healthy, beautiful skin sold mainly through
  natural food retailers. Zia Natural Skincare complements Hain Celestial's
  Jason(R) personal care line of pure natural and organic products acquired in
  June 2004 and expands the premium skin care offerings of the Company in the
  fast-growing natural health and personal care product category. The purchase
  price consisted of approximately $10.8 million in cash, plus the assumption of
  certain liabilities.
  
  
                                         10
  <PAGE>
  
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
  
  Overview
  
       We manufacture, market, distribute and sell natural, organic, specialty and
  snack food products and natural and organic 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(R), 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, 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, Kineret(R)
  kosher foods, Boston Better Snacks(R), and Alba Foods(R). Our natural and
  organic personal care product line is marketed under the JASON(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 March 31, 2005
  
       Net sales for the three months ended March 31, 2005 were $161.3 million, an
  increase of $24.4 million or 17.8% over net sales of $136.9 million for the
  three months ended March 31, 2004. The increase came from increases in sales
  across our Company, including increases in sales of our branded products such as
  a 6% increase in our Celestial Seasonings tea brand, a 15% increase in our Terra
  Chips brand, a 23% increase in our Garden of Eatin' tortilla chips brand, and a
  74% increase in our Earth's Best baby food brand including sales of its new
  Sesame Street products. We also saw an increase of 20% in our European business.
  Partially offsetting these increases were lower volumes from our
  low-carbohydrate products which declined parallel with trends in the consumer
  markets, and a decline in our business in Canada. During the March 31, 2005
  quarter, sales benefited from sales generated by businesses acquired that we did
  not own during the comparable quarter of the prior year.
  
       Gross profit for the three months ended March 31, 2005 and for the three
  months ended March 31, 2004 was 28.2% of net sales. In the current quarter,
  gross profit was impacted by higher costs of ingredients, increased
  transportation costs resulting from higher fuel costs and the cost effects of
  regulations issued in 2004 on the U.S. trucking industry. In addition, the
  Company has incurred charges of approximately $1.2 million for its stock keeping
  unit rationalization program. These higher costs increased the costs of our
  products which were in part offset by the price increase we put in place at the
  beginning of the fiscal year.
  
       Selling, general and administrative expenses increased by $4.2 million to
  $33.7 million for the three months ended March 31, 2005 as compared to $29.5
  million for the three months ended March 31, 2004. Such expenses amounted to
  20.9% of net sales for the three months ended March 31, 2005 compared with 21.6%
  in the March 31, 2004 quarter. Selling, general and administrative expenses have
  increased in overall dollars, primarily as a result of costs brought on by
  businesses acquired in 2004, 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.
  
  
  
                                         11
  <PAGE>
  
  General and administrative expenses for the three months ended March 31, 2005
  includes approximately $0.4 million for the cost of terminated employees, for
  non-cash compensation charges and for Sarbanes-Oxley compliance costs.
  
       Operating income was $11.7 million for the three months ended March 31,
  2005 compared to $9.0 million for the three months ended March 31, 2004.
  Operating income as a percentage of net sales was 7.3% in the March 31, 2005
  quarter, compared with 6.6% in the March 31, 2004 quarter. The increase resulted
  principally from higher sales and selling, general, and administrative expenses
  being lower as a percentage of sales.
  
       Interest and other expenses, net amounted to $1.2 million for the three
  months ended March 31, 2005 compared to $.9 million for the three months ended
  March 31, 2004. Our interest expense was $0.6 million higher this quarter as
  compared to the prior year quarter, principally as a result of the higher
  average borrowings we carry this year after our recent acquisitions. We also had
  $.1 million in net currency exchange losses this quarter as compared to $0.4
  million in the prior year quarter.
  
       Income before income taxes for the three months ended March 31, 2005
  amounted to $10.5 million compared to $8.1 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 27% of pre-tax income for the
  three months ended March 31, 2005 compared to 38% for the three months ended
  March 31, 2004. This decrease was attributable to a $1.3 million reduction in
  tax liabilities resulting from the termination of certain outstanding tax
  matters and is equal to the amount charged against the Company's earnings when
  these arose in prior years. We expect our effective tax rate to approximate 37%
  during the remainder of fiscal 2005.
  
       Net income for the three months ended March 31, 2005 was $7.7 million
  compared to $5.0 million for the three months ended March 31, 2004. The increase
  of $2.7 million in earnings was primarily attributable to the aforementioned
  increase in income before income taxes as well as the decrease in our effective
  tax rate.
  
  Nine Months Ended March 31, 2005
  
       Net sales for the nine months ended March 31, 2005 were $468.6 million, an
  increase of $61.9 million or 15.2% over net sales of $406.7 million for the nine
  months ended March 31, 2004. The increase came from volume increases and from
  the phasing in of price increases and from sales generated by businesses
  acquired in 2004. Sales were impacted by declines of our low-carbohydrate
  products which declined parallel with trends in the consumer markets; however,
  these sales were replaced by strong sales gains in our Earth's Best(R), Terra
  Chips(R), Garden of Eatin'(R) and Celestial Seasonings(R) brands.
  
       Gross profit for the nine months ended March 31, 2005 was 29.4% of net
  sales as compared to 30.2% of net sales for the nine months ended March 31,
  2004. The decline in gross profit percentage was the result of a change in the
  mix of products sold whereby our higher margin tea sales became a lower
  proportion of our consolidated sales; increases in transportation costs
  resulting from higher fuel costs; the cost effects of new regulations on the
  U.S. trucking industry; and an increase in the percentage of our shipments that
  are delivered by us. Also, we incurred higher cost of ingredients and higher
  personnel and benefits costs this period as compared to the prior year period.
  These higher costs were offset in part by the effect of the price increase that
  we phased in beginning July 1, 2004.
  
       Selling, general and administrative expenses increased by $11.7 million to
  $97.1 million for the nine months ended March 31, 2005 as compared to $85.4
  million for the nine months ended March 31, 2004. Such expenses amounted to
  20.7% of net sales for the nine months ended March 31, 2005 compared with 21.0%
  for the nine months ended March 31, 2004. Selling, general and administrative
  expenses have increased in overall dollars, primarily as a result of costs
  brought on by businesses acquired in 2004, 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. General and
  administrative expenses for the nine months ended March 31, 2005 includes
  approximately $2.2 million for the cost of terminated employees, for non-cash
  compensation charges and for Sarbanes-Oxley compliance costs.
  
       Operating income was $40.6 million for the nine months ended March 31, 2005
  compared to $37.4 million for the nine months ended March 31, 2004. Operating
  income as a percentage of net sales was 8.7% for the current year period,
  compared with 9.2% for the prior year period.
  
  
  
                                         12
  <PAGE>
  
  The dollar increase resulted principally from higher sales, while the percentage
  decrease resulted principally from lower gross profit as a percentage of sales.
  
       Interest and other expenses, net amounted to $2.4 million for the nine
  months ended March 31, 2005 compared to $2.1 million for the nine months ended
  March 31, 2004. Our interest expense was $1.3 million higher the current year
  period as compared to the prior year period, principally as a result of the
  higher average borrowings we carry this year after our recent acquisitions. We
  had $.7 million in net currency exchange gains in the current year period as
  compared to less than $.1 million in net currency exchange losses in the prior
  year period, which partially offset the additional interest costs.
  
       Income before income taxes for the nine months ended March 31, 2005
  amounted to $38.2 million compared to $35.3 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 35.7% of pre-tax income for the
  nine months ended March 31, 2005 compared to 38% for the nine months ended March
  31, 2004. This decrease was attributable to a $1.3 million reduction in tax
  liabilities in the current quarter resulting from the termination of certain
  outstanding tax matters and is equal to the amount charged against the Company's
  earnings when these arose in prior years. We expect our effective tax rate to
  approximate 37% during the remainder of fiscal 2005.
  
       Net income for the nine months ended March 31, 2005 was $24.6 million
  compared to $21.9 million for the nine months ended March 31, 2004. The increase
  of $2.7 million in earnings was primarily attributable to the aforementioned
  increase in income before income taxes as well as the decrease in our effective
  tax rate.
  
  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 March 31, 2005, we had
  $82.7 million outstanding under the Credit Facility. On April 4, 2005, we
  borrowed an additional $11.0 million in conjunction with our acquisition of Zia
  Cosmetics, Inc. On May 9, 2005, we made a repayment of $4.0 million bringing our
  borrowings under the Credit Facility to $89.7 million.
  
       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 operations was $24.6 million and $16.3 million for the
  nine months ended March 31, 2005 and 2004, respectively. Our working capital and
  current ratio was $128.6 million and 2.9 to 1, respectively, at March 31, 2005
  compared with $129.9 million and 2.9 to 1 respectively, at June 30, 2004. The
  decrease in our working capital resulted principally from the net effects of our
  earnings offset by a decrease in inventories and the use of cash in financing
  activities.
  
       Net cash (used in) provided by financing activities was $(19.0) million and
  $6.4 million for the nine months ended March 31, 2005 and 2004, respectively.
  The change was due principally to our pay down of approximately $21.6 million of
  debt and the purchase of treasury shares for $1.7 million, offset by proceeds
  from the exercise of warrants and options of approximately $4.3 million during
  the first nine months of fiscal 2005, as compared to our pay down of
  approximately $10.9 million of debt and the purchase of treasury shares of $.3
  million, offset by proceeds from the exercise of warrants and options of
  approximately $17.6 million during the first nine months of fiscal 2004.
  
       We believe that cash on hand of $17.1 million at March 31, 2005, projected
  remaining fiscal 2005 cash flows from operations, and availability under our
  Credit Facility are sufficient to fund our working capital needs, anticipated
  capital expenditures of approximately $4 million, and scheduled debt and lease
  payments of approximately $7.9 million for the remainder of fiscal 2005. We
  currently invest our cash on hand in highly liquid short-term investments
  yielding approximately 2% interest.
  
  
  
                                         13
  <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:
  
  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 two of
  our customers represent approximately 28% 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. Our
  chargebacks receivable balance was approximately $5.5 million and $6.2 million
  at March 31, 2005 and June 30, 2004, respectively.
  
       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/guidelines 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.
  
  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 values of goodwill and other intangible
  assets with indefinite useful lives are tested annually for impairment.
  
  
  
                                         14
  <PAGE>
  
  
  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.
  
  Seasonality
  
       Our tea business consists primarily of manufacturing and marketing 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. This is also true for our soups and hot cereals businesses,
  but to a lesser extent. 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, abnormal and inclement weather patterns 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. In some future periods, our operating results
  may fall below the expectations of securities analysts and investors, which
  could harm our business.
  
  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 for the fiscal year
  ended June 30, 2004. 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.
  
  
  
  
                                         15
  <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, the Chief Executive Officer and Chief Financial
  Officer concluded that, as of the end of the period covered by this report, the
  Company's disclosure controls and procedures are adequately designed to ensure
  that information required to be disclosed by the Company in the reports it files
  or submits under the Exchange Act is recorded, processed, summarized and
  reported, within the time period specified in applicable rules and forms.
  
  (b)  Changes in Internal Controls.
  
  There were no significant changes in our internal controls over financial
  reporting during the fiscal quarter covered by this report that have materially
  affected, or are reasonably likely to materially affect, those controls.
  
  Part II - OTHER INFORMATION
  
  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
  
  
  <TABLE>
  <CAPTION>
  
                        Issuer Purchases of Equity Securities
  
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
                                                                              Total Number of
                                                                            Shares Purchased as     Maximum Number of
                                                                              Part of Publicly     Shares that May Yet
                                Total Number of       Average Price Paid    Announced Plans or      Be Purchased Under
            Period             Shares Purchased          per Share               Programs(a)      the Plans or Programs
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  <S>                                      <C>                    <C>                     <C>                   <C>
  January 1-31, 2005                                                                                            635,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  February 1-29, 2005                      80,000                 $ 18.82                 80,000                555,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  March 1-31, 2005                         10,000                 $ 18.40                 10,000                545,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  Total                                    90,000                 $ 18.77                 90,000                545,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  
  </TABLE>
  
  (a) The Company's plan to repurchase up to one million shares of its common
  stock was first announced publicly on a conference call on August 29, 2002.
  
  (b) On April 18, 2005, the Company announced that the Board of Directors
  authorized the repurchase of up to one million shares of common stock. This
  authorization increases the remaining shares above from 545,361 by 454,639
  shares to the one million shares.
  
  
  
                                         16
  <PAGE>
  
  ITEM 6.           EXHIBITS
  
  
  EXHIBTS
  
  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.
  
  
  
                                         17
  <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:    May 10, 2005                             /s/ Irwin D Simon
                                                    ------------------------------
                                                    Irwin D. Simon,
                                                    Chairman, President and Chief
                                                    Executive Officer
  
  
  
  
  
  
  
  Date:    May 10, 2005                             /s/ Ira J. Lamel
                                                    ------------------------------
                                                    Ira J. Lamel,
                                                    Executive Vice President and
                                                    Chief Financial Officer
  
  
  
  
                                         18
  <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)) 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) 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
  
  
            (c) 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 (the registrant's fourth fiscal quarter in
            the case of an annual report) 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: May 10, 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)) 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) 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
  
  
            (c) 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 (the registrant's fourth fiscal quarter in
            the case of an annual report) 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: May 10, 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
  March 31, 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: May 10, 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
  March 31, 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: May 10, 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-051005.txt", "secsgml_size_bytes": 78028}]
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": "05817341"}, "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 March 31, 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 ____
  
  As of May 4, 2005, there were 36,649,042 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
  
               Consolidated Balance Sheets - March 31, 2005
               (unaudited) and June 30, 2004                                   2
  
               Consolidated Statements of Income - Three months and nine
               months ended March 31, 2005
               and 2004 (unaudited)                                            3
  
               Consolidated Statement of Stockholders' Equity -
               Nine months ended March 31, 2005 (unaudited)                    4
  
               Consolidated Statements of Cash Flows -
               Nine months ended March 31, 2005 and 2004 (unaudited)           5
  
               Notes to Consolidated Financial Statements                   6-10
  
  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                             11-15
  
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk         16
  
  Item 4.  Controls and Procedures                                            16
  
  Part II  Other Information
  
               Items 1 and 3 through 5 are not applicable
  
               Item 2 - Unregistered Sales of Equity Securities
                        and Use of Proceeds.                                  16
  
               Item 6 - Exhibits                                              17
  
               Signatures                                                     18
  
                                         1
  PART I - FINANCIAL INFORMATION
  ITEM 1 - FINANCIAL STATEMENTS
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  (In thousands, except per share and share amounts)
                                                                                         March 31,               June 30,
                                                                                            2005                    2004
                                                                                    ---------------------   --------------------
                                          ASSETS                                        (Unaudited)                  (Note)
   Current assets:
  Cash and cash equivalents                                                            $    17,117              $   27,489
    Accounts receivable, less allowance for doubtful
      accounts of $2,016 and $2,185                                                           72,982                  69,392
    Inventories                                                                               83,928                  86,873
    Deferred income taxes                                                                      3,111                   3,111
    Other current assets                                                                      19,163                  11,449
                                                                                    ---------------------   --------------------
      Total current assets                                                                   196,301                 198,314
  
   Property, plant and equipment, net of accumulated
     depreciation and amortization of $47,842 and $40,799                                     87,407                  87,002
   Goodwill                                                                                  345,220                 333,218
   Trademarks and other intangible assets, net of
     accumulated amortization of $8,925 and $8,349                                            55,567                  55,793
   Other assets                                                                               12,253                   9,904
                                                                                    ---------------------   --------------------
     Total assets                                                                         $ 696,748                $ 684,231
                                                                                    =====================   ====================
  
                           LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
    Accounts payable and accrued expenses                                                 $   61,445               $  59,031
    Current portion of long-term debt                                                          3,152                   6,845
    Income taxes payable                                                                       3,071                   2,489
                                                                                    ---------------------   --------------------
     Total current liabilities                                                                67,668                  68,365
  
   Long-term debt, less current portion                                                       85,533                 104,294
   Deferred income taxes                                                                      13,542                  14,807
                                                                                    ---------------------   --------------------
     Total liabilities                                                                       166,743                 187,466
  
   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 37,410,598 and 37,064,648 shares                                             374                     371
    Additional paid-in capital                                                               399,066                 394,740
    Deferred compensation                                                                     (2,106)                 (2,809)
    Retained earnings                                                                        130,655                 106,097
    Foreign currency translation adjustment                                                   12,991                   7,651
                                                                                    ---------------------   --------------------
                                                                                             540,980                 506,050
   Less: 761,556 and 671,556 shares of treasury stock, at cost                               (10,975)                 (9,285)
                                                                                    ---------------------   --------------------
     Total stockholders' equity                                                              530,005                 496,765
                                                                                    ---------------------   --------------------
  
     Total liabilities and stockholders' equity                                           $ 696,748                $ 684,231
                                                                                    =====================   ====================
  Note: The balance sheet at June 30, 2004 has been derived from the audited
        financial statements at that date.
  
  See notes to consolidated financial statements.
  
                                         2
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
  (In thousands, except per share amounts)
  
                                                     Three Months Ended                        Nine Months Ended
                                                          March 31,                                  March 31,
                                            ---------------------------------------    ---------------------------------------
                                                  2005                 2004                  2005                 2004
                                            -----------------    ------------------    -----------------    ------------------
                                                         (Unaudited) (Unaudited)
  Net sales                                        $ 161,261             $ 136,862           $  468,618            $  406,707
  Cost of sales                                      115,793                98,316              330,944               283,900
                                            -----------------    ------------------    -----------------    ------------------
     Gross profit                                     45,468                38,546              137,674               122,807
  
  Selling, general and
   administrative expenses                            33,740                29,527               97,098                85,393
                                            -----------------    ------------------    -----------------    ------------------
  
     Operating income                                 11,728                 9,019               40,576                37,414
  
  Interest expense and other
   expenses, net                                       1,182                   932                2,390                 2,073
                                            -----------------    ------------------    -----------------    ------------------
  Income before income taxes                          10,546                 8,087               38,186                35,341
  Provision for income taxes                           2,848                 3,073               13,628                13,413
                                            -----------------    ------------------    -----------------    ------------------
     Net income                                    $   7,698            $    5,014           $   24,558            $   21,928
                                            =================    ==================    =================    ==================
  
  Net income per share:
     Basic                                         $    0.21            $     0.14           $     0.68            $     0.63
                                            =================    ==================    =================    ==================
     Diluted                                       $    0.21            $     0.14           $     0.66            $     0.61
                                            =================    ==================    =================    ==================
  
  Weighted average common shares outstanding:
     Basic                                            36,440                35,694               36,368                34,943
                                            =================    ==================    =================    ==================
     Diluted                                          37,308                36,804               37,124                36,098
                                            =================    ==================    =================    ==================
  See notes to consolidated financial statements.
  
                                         3
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  FOR THE NINE MONTHS ENDED MARCH 31, 2005 (In thousands, except per share and
  share amounts)
  
                                                                                                      Foreign
                                                              Un-                                     Currency
                                                           amortized                                  Trans-
                           Common Stock       Additional      Non-                    Treasury        lation                Compre-
                                      Amount    Paid-in    Cash Com-   Retained        Stock          Adjust-               hensive
                         Shares       at $.01   Capital    pensation   Earnings    Shares   Amount    ment       Total      Income
                      -------------------------------------------------------------------------------------------------------------
  Balance at
    June 30, 2004      37,064,648  $  371     $  394,740   $ (2,809)   $ 106,097  671,556   $ (9,285) $  7,651   $ 496,765
  
  Exercise of
    stock options         345,950       3          4,291                                                             4,294
  
  Purchase of
    Treasury Shares                                                                90,000     (1,690)               (1,690)
  
  Non-cash
    compensation
    charge                                            35        703                                                    738
  
  Comprehensive
    income:
      Net income
      for the period                                                      24,558                                    24,558  24,558
  
    Translation
      adjustments                                                                                        5,340       5,340   5,340
                                                                                                                            -------
  
  Total comprehen-
    sive income                                                                                                            $29,898
                      ----------------------------------------------------------------------------------------------------=========
  Balance at
    March 31, 2005    37,410,598   $  374     $  399,066   $ (2,106)   $ 130,655  761,556  $ (10,975) $ 12,991   $ 530,005
  
  See notes to consolidated financial statements.
  4
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  (In thousands)
                                                                               Nine Months Ended
                                                                                   March 31,
                                                                   ------------------------------------------
                                                                         2005                    2004
                                                                   ------------------     -------------------
  CASH FLOWS FROM OPERATING ACTIVITIES                                            (Unaudited)
  Net income                                                             $   24,558               $ 21,928
  Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and amortization                                         10,176                  7,900
       Provision for doubtful accounts                                           (8)                    57
  
     Increase (decrease) in cash attributable to changes in
          operating assets and liabilities, net of amounts
          applicable to acquired businesses:
            Accounts receivable                                              (2,364)                (7,999)
            Inventories                                                       2,734                 (8,405)
            Other current assets                                             (7,149)                (2,589)
            Other assets                                                     (2,604)                 1,828
            Accounts payable and accrued expenses                               150                 (6,577)
            Income taxes, net                                                  (864)                10,205
                                                                   ------------------     -------------------
  
            Net cash provided by operating activities                        24,629                 16,348
                                                                   ------------------     -------------------
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                        (7,026)                (6,145)
  Acquisitions of businesses, net of cash acquired                           (6,478)                (4,480)
                                                                   ------------------     -------------------
            Net cash used in investing activities                           (13,504)               (10,625)
                                                                   ------------------     -------------------
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Repayments of bank revolving
    credit facility, net                                                    (16,500)                (7,650)
  Payments on economic development revenue bonds                             (3,550)                  (408)
  Purchase of treasury stock                                                 (1,690)                  (279)
  Costs in connecting with bank financing                                       (34)                   (25)
  Proceeds from exercise of warrants and options, net of
    related expenses                                                          4,294                 17,606
  Repayments of other long-term debt, net                                    (1,559)                (2,891)
                                                                   ------------------     -------------------
  
            Net cash (used in) provided by financing activities             (19,039)                 6,353
                                                                   ------------------     -------------------
  
  Effect of exchange rate changes on cash                                    (2,458)                (1,959)
                                                                   ------------------     -------------------
  Net (decrease) increase in cash and cash equivalents                      (10,372)                10,117
  Cash and cash equivalents at beginning of period                           27,489                 10,984
                                                                   ------------------     -------------------
  
  Cash and cash equivalents at end of period                              $  17,117               $ 21,101
                                                                   ==================     ===================
  See notes to consolidated financial statements.
  
                                         5
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  NOTES TO 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, organic, specialty
  and snack food products and natural and organic 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(R), 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, 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, Kineret(R)
  kosher foods, Boston Better Snacks(R), and Alba Foods(R). Our natural and
  organic personal care product line is marketed under the JASON(R), Orjene(R),
  Shaman Earthly Organics(TM), and Heather's(R) brands.
  
       We operate in one business segment: the sale of natural, organic and other
  food and beverage and personal care products. In our 2004 fiscal year,
  approximately 39% of our revenues were derived from products that were
  manufactured within our own facilities with 61% produced by various co-packers.
  
       All dollar amounts in our consolidated financial statements and notes 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 and
  nine months ended March 31, 2005 are not necessarily indicative of the results
  that may be expected for the year ending June 30, 2005. Please refer to the
  footnotes to our consolidated financial statements as of June 30, 2004 and for
  the year then ended included in our Annual Report on Form 10-K 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 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                Nine Months Ended
                                                            March 31,                          March 31,
                                                 --------------------------------------------------------------------
                                                      2005             2004             2005              2004
                                                 --------------- ----------------- ---------------- -----------------
  Numerator:
  Net income                                           $  7,698          $  5,014        $  24,558         $  21,928
                                                 =============== ================= ================ =================
  Denominator (in thousands):
  Denominator for basic earnings per
   share - weighted average shares
   outstanding during the period                         36,440            35,694           36,368            34,943
                                                 --------------- ----------------- ---------------- -----------------
  
  Effect of dilutive securities:
   Stock options                                            868             1,059              754             1,031
   Warrants                                                   -                51                2               124
                                                 --------------- ----------------- ---------------- -----------------
                                                            868             1,110              756             1,155
                                                 --------------- ----------------- ---------------- -----------------
  Denominator for diluted earnings per
   share - adjusted weighted average
   shares and assumed conversions                        37,308            36,804           37,124            36,098
                                                 =============== ================= ================ =================
  Basic net income per share                         $     0.21        $     0.14       $     0.68        $     0.63
                                                 =============== ================= ================ =================
  Diluted net income per share                       $     0.21        $     0.14       $     0.66        $     0.61
                                                 =============== ================= ================ =================
  4.   INVENTORIES
  
       Inventories consisted of the following:
  
                                               March 31,            June 30,
                                                 2005                 2004
                                           -------------------- -----------------
         Finished goods                          $53,121              $56,132
         Raw materials, work-in-progress
           and packaging                          30,807               30,741
                                           -------------------- -----------------
                                               $  83,928              $86,873
                                           ==================== =================
  
                                         7
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  5.   PROPERTY, PLANT AND EQUIPMENT
  
       Property, plant and equipment consisted of the following:
  
                                                  March 31,         June 30,
                                                    2005              2004
                                             -------------------------------------
         Land                                       $  8,181         $  8,113
         Buildings and improvements                   30,665           29,867
         Machinery and equipment                      83,551           79,275
         Furniture and fixtures                        2,600            2,527
         Leasehold improvements                        3,876            3,478
         Construction in progress                      6,376            4,541
                                             -------------------------------------
                                                     135,249          127,801
         Less: Accumulated depreciation
                 and amortization                     47,842           40,799
                                             -------------------------------------
                                                    $ 87,407         $ 87,002
                                             =====================================
  
  6.   ACQUISITIONS
  
       On June 3, 2004, we acquired 100% of the stock of privately-held Jason
  Natural Products, Inc., a California-based manufacturer and marketer of natural
  and organic personal care products. In recent years, Jason Natural Products has
  expanded its lines of natural and organic personal care products by integrating
  a series of brands including Orjene(R), Shaman Earthly Organics(TM), and
  Heather's(R) into its portfolio. The purchase price consisted of approximately
  $23.9 million in cash, plus the assumption of certain liabilities. At March 31,
  2005, goodwill (not deductible for tax purposes) from this transaction was
  estimated to be $24.7 million.
  
       On May 27, 2004, we acquired substantially all of the assets and assumed
  certain liabilities of the Rosetto(R) and Ethnic Gourmet(R) businesses of H.J.
  Heinz Company, LP, which owned approximately 16.7% of our common stock at the
  time of the transaction. These businesses produce and market frozen pasta and
  natural ethnic frozen meals, respectively. The purchase price consisted of
  approximately $22.8 million in cash, plus the assumption of certain liabilities.
  At March 31, 2005, goodwill (deductible for tax purposes) from this transaction
  was estimated to be $8.4 million.
  
       The following table summarizes the estimated fair values of assets acquired
  and liabilities assumed of Jason Natural Products, Rosetto, and Ethnic Gourmet
  at the dates of the acquisitions:
  
  Current assets                       $ 12,369
  Property and equipment                 12,871
  Other assets                              102
                                      ---------
  
  Total assets                           25,342
  Liabilities assumed                     4,364
                                      ---------
  
  Net assets acquired                  $ 20,978
                                      =========
  
       The balance sheet at March 31, 2005, includes the assets acquired and
  liabilities assumed valued at fair market value at the date of purchase. We are
  in the process of performing the procedures required to finalize the purchase
  price allocation for the above fiscal 2004 acquisitions. We expect these
  procedures to be completed by the end of fiscal 2005.
  
       The results of operations for the three months and nine months ended March
  31, 2005 include the results of the above described acquisitions for the
  complete period. The following table presents information about sales and net
  income had the operations of the acquired businesses been combined with our
  business as of the first day of the periods shown. This information has not been
  adjusted to reflect any changes in the operations of these businesses subsequent
  to their
  
                                         8
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  acquisition by us. Changes in operations of these acquired businesses include,
  but are not limited to, integration of systems and personnel, discontinuation of
  products (including discontinuation resulting from the integration of acquired
  and existing brands with similar products, and discontinuation of sales of
  private label products), changes in trade practices, application of our credit
  policies, changes in manufacturing processes or locations, and changes in
  marketing and advertising programs. Had any of these changes been implemented by
  the former management of the businesses acquired prior to acquisition by us, the
  sales and net income information might have been materially different than the
  actual results achieved and from the pro forma information provided below.
  
                             Three Months Ended        Nine Months Ended
                               March 31, 2004           March 31, 2004
                            ----------------------- ------------------------
  Net sales                      $ 152,676                 $ 449,518
                            ================================================
  Net income                   $     5,525                $   22,386
                            ================================================
  
  Earnings per share:
    Basic                      $      0.15               $      0.64
                            ================================================
    Diluted                    $      0.15               $      0.62
                            ================================================
  
  Weighted average shares:
    Basic                           35,694                    34,943
                            ================================================
    Diluted                         36,804                    36,098
                            ================================================
  
       In management's opinion, the unaudited pro forma results of operations is
  not indicative of the actual results that would have occurred had the JASON(R),
  Rosetto(R) and Ethnic Gourmet(R) acquisitions been consummated at the beginning
  of the periods presented or of future operations of the combined companies under
  our management.
  
       On February 25, 2004, our subsidiary in Belgium acquired Natumi, AG, a
  German producer of non-dairy beverages and desserts marketed principally in
  retail channels in Europe. The purchase price consisted of approximately $1.75
  million in cash as well as the assumption of certain liabilities. The purchase
  price excludes the amount of contingency payments we are obligated to pay the
  former owner of Natumi. The contingency payments are based on the achievement by
  Natumi of certain financial targets over an approximate 3.5 year period
  following the date of acquisition. Such payments, which could total
  approximately 9.0 million euros, 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 Natumi, are not material
  to the Company's consolidated financial position or results of operations and,
  therefore, have not been included in the detailed information about our
  acquisitions.
  
  7.   CREDIT FACILITY
  
       On April 22, 2004, we entered into a new $300 million credit facility (the
  "Credit Facility") with a bank group led by our existing bank agents for a
  five-year term 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 and applicable
  margin) or, at our option, the reserve adjusted LIBOR rate plus an applicable
  margin. As of March 31, 2005, $82.7 million was borrowed under the Credit
  Facility at an interest rate of 4.2%. On April 4, 2005, we borrowed an
  additional $11.0 million in conjunction with our acquisition of Zia Cosmetics,
  Inc. On May 9, 2005, we made a repayment of $4.0 million bringing our borrowings
  under the Credit Facility to $89.7 million.
  
                                         9
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)-Continued
  
  8.   STOCK-BASED COMPENSATION
  
       The Company accounts for its stock-based compensation plans using the
  intrinsic value method under APB Opinion No. 25, "Accounting for Stock Issued to
  Employees" ("APB 25") and related Interpretations. Under APB 25, when the
  exercise price of our employee stock options at least equals the market price of
  the underlying stock on the date of grant, no compensation expense is
  recognized.
  
       If compensation cost for the Company's stock-based compensation plans had
  been determined based on the fair value at the grant dates consistent with the
  method prescribed by SFAS No. 123, "Accounting For Stock-Based Compensation,"
  net earnings and earnings per share for the three months and nine months ended
  March 31, 2005 and 2004 would have been the pro forma amounts that follow:
  Three Months Ended                  Nine Months Ended
                                                      March 31,                           March 31,
                                            -------------------------------    --------------------------------
                                                2005              2004             2005              2004
                                            --------------    -------------    -------------    ---------------
  Net income, as reported                         $ 7,698          $ 5,014         $ 24,558           $ 21,928
  Non-cash compensation charge, net of
  related tax effects                                 179               65              479                 79
  
  Stock-based employee compensation
  expense determined under fair value
  method, net of related tax effects              (1,537)          (2,413)          (6,392)            (4,350)
                                            --------------    -------------    -------------    ---------------
  
  Pro forma net income                            $ 6,340          $ 2,666         $ 18,645           $ 17,657
                                            ==============    =============    =============    ===============
  
  Basic net income per share:
      As reported                                 $  0.21          $  0.14         $   0.68           $   0.63
                                                  =======          =======         ========           ========
      Pro forma                                   $  0.17          $  0.07         $   0.51           $   0.51
                                                  =======          =======         ========           ========
  
  Diluted net income per share:
      As reported                                 $  0.21          $  0.14         $   0.66           $   0.61
                                                  =======          =======         ========           ========
      Pro forma                                   $  0.17          $  0.07         $   0.50           $   0.49
                                                  =======          =======         ========           ========
  On December 16, 2004, the Financial Accounting Standards Board issued
  Statement No. 123 (revised 2004), "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." Generally, the approach in SFAS No. 123(R) is similar
  to the approach described in SFAS No. 123. However, 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. Pro forma
  disclosure is no longer an alternative. SFAS No. 123(R) must be adopted no later
  than July 1, 2005. Early adoption will be permitted in periods in which
  financial statements have not yet been issued. We will adopt SFAS No. 123(R) on
  July 1, 2005.
  
  9.   SUBSEQUENT EVENTS
  
       On April 4, 2005, the Company acquired 100% of the stock of privately-held
  Zia Cosmetics, Inc., including the Zia Natural Skincare brand, a respected
  leader in therapeutic products for healthy, beautiful skin sold mainly through
  natural food retailers. Zia Natural Skincare complements Hain Celestial's
  Jason(R) personal care line of pure natural and organic products acquired in
  June 2004 and expands the premium skin care offerings of the Company in the
  fast-growing natural health and personal care product category. The purchase
  price consisted of approximately $10.8 million in cash, plus the assumption of
  certain liabilities.
  
                                         10
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
  
  Overview
  
       We manufacture, market, distribute and sell natural, organic, specialty and
  snack food products and natural and organic 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(R), 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, 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, Kineret(R)
  kosher foods, Boston Better Snacks(R), and Alba Foods(R). Our natural and
  organic personal care product line is marketed under the JASON(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 March 31, 2005
  
       Net sales for the three months ended March 31, 2005 were $161.3 million, an
  increase of $24.4 million or 17.8% over net sales of $136.9 million for the
  three months ended March 31, 2004. The increase came from increases in sales
  across our Company, including increases in sales of our branded products such as
  a 6% increase in our Celestial Seasonings tea brand, a 15% increase in our Terra
  Chips brand, a 23% increase in our Garden of Eatin' tortilla chips brand, and a
  74% increase in our Earth's Best baby food brand including sales of its new
  Sesame Street products. We also saw an increase of 20% in our European business.
  Partially offsetting these increases were lower volumes from our
  low-carbohydrate products which declined parallel with trends in the consumer
  markets, and a decline in our business in Canada. During the March 31, 2005
  quarter, sales benefited from sales generated by businesses acquired that we did
  not own during the comparable quarter of the prior year.
  
       Gross profit for the three months ended March 31, 2005 and for the three
  months ended March 31, 2004 was 28.2% of net sales. In the current quarter,
  gross profit was impacted by higher costs of ingredients, increased
  transportation costs resulting from higher fuel costs and the cost effects of
  regulations issued in 2004 on the U.S. trucking industry. In addition, the
  Company has incurred charges of approximately $1.2 million for its stock keeping
  unit rationalization program. These higher costs increased the costs of our
  products which were in part offset by the price increase we put in place at the
  beginning of the fiscal year.
  
       Selling, general and administrative expenses increased by $4.2 million to
  $33.7 million for the three months ended March 31, 2005 as compared to $29.5
  million for the three months ended March 31, 2004. Such expenses amounted to
  20.9% of net sales for the three months ended March 31, 2005 compared with 21.6%
  in the March 31, 2004 quarter. Selling, general and administrative expenses have
  increased in overall dollars, primarily as a result of costs brought on by
  businesses acquired in 2004, 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.
  
                                         11
  General and administrative expenses for the three months ended March 31, 2005
  includes approximately $0.4 million for the cost of terminated employees, for
  non-cash compensation charges and for Sarbanes-Oxley compliance costs.
  
       Operating income was $11.7 million for the three months ended March 31,
  2005 compared to $9.0 million for the three months ended March 31, 2004.
  Operating income as a percentage of net sales was 7.3% in the March 31, 2005
  quarter, compared with 6.6% in the March 31, 2004 quarter. The increase resulted
  principally from higher sales and selling, general, and administrative expenses
  being lower as a percentage of sales.
  
       Interest and other expenses, net amounted to $1.2 million for the three
  months ended March 31, 2005 compared to $.9 million for the three months ended
  March 31, 2004. Our interest expense was $0.6 million higher this quarter as
  compared to the prior year quarter, principally as a result of the higher
  average borrowings we carry this year after our recent acquisitions. We also had
  $.1 million in net currency exchange losses this quarter as compared to $0.4
  million in the prior year quarter.
  
       Income before income taxes for the three months ended March 31, 2005
  amounted to $10.5 million compared to $8.1 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 27% of pre-tax income for the
  three months ended March 31, 2005 compared to 38% for the three months ended
  March 31, 2004. This decrease was attributable to a $1.3 million reduction in
  tax liabilities resulting from the termination of certain outstanding tax
  matters and is equal to the amount charged against the Company's earnings when
  these arose in prior years. We expect our effective tax rate to approximate 37%
  during the remainder of fiscal 2005.
  
       Net income for the three months ended March 31, 2005 was $7.7 million
  compared to $5.0 million for the three months ended March 31, 2004. The increase
  of $2.7 million in earnings was primarily attributable to the aforementioned
  increase in income before income taxes as well as the decrease in our effective
  tax rate.
  
  Nine Months Ended March 31, 2005
  
       Net sales for the nine months ended March 31, 2005 were $468.6 million, an
  increase of $61.9 million or 15.2% over net sales of $406.7 million for the nine
  months ended March 31, 2004. The increase came from volume increases and from
  the phasing in of price increases and from sales generated by businesses
  acquired in 2004. Sales were impacted by declines of our low-carbohydrate
  products which declined parallel with trends in the consumer markets; however,
  these sales were replaced by strong sales gains in our Earth's Best(R), Terra
  Chips(R), Garden of Eatin'(R) and Celestial Seasonings(R) brands.
  
       Gross profit for the nine months ended March 31, 2005 was 29.4% of net
  sales as compared to 30.2% of net sales for the nine months ended March 31,
  2004. The decline in gross profit percentage was the result of a change in the
  mix of products sold whereby our higher margin tea sales became a lower
  proportion of our consolidated sales; increases in transportation costs
  resulting from higher fuel costs; the cost effects of new regulations on the
  U.S. trucking industry; and an increase in the percentage of our shipments that
  are delivered by us. Also, we incurred higher cost of ingredients and higher
  personnel and benefits costs this period as compared to the prior year period.
  These higher costs were offset in part by the effect of the price increase that
  we phased in beginning July 1, 2004.
  
       Selling, general and administrative expenses increased by $11.7 million to
  $97.1 million for the nine months ended March 31, 2005 as compared to $85.4
  million for the nine months ended March 31, 2004. Such expenses amounted to
  20.7% of net sales for the nine months ended March 31, 2005 compared with 21.0%
  for the nine months ended March 31, 2004. Selling, general and administrative
  expenses have increased in overall dollars, primarily as a result of costs
  brought on by businesses acquired in 2004, 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. General and
  administrative expenses for the nine months ended March 31, 2005 includes
  approximately $2.2 million for the cost of terminated employees, for non-cash
  compensation charges and for Sarbanes-Oxley compliance costs.
  
       Operating income was $40.6 million for the nine months ended March 31, 2005
  compared to $37.4 million for the nine months ended March 31, 2004. Operating
  income as a percentage of net sales was 8.7% for the current year period,
  compared with 9.2% for the prior year period.
  
                                         12
  The dollar increase resulted principally from higher sales, while the percentage
  decrease resulted principally from lower gross profit as a percentage of sales.
  
       Interest and other expenses, net amounted to $2.4 million for the nine
  months ended March 31, 2005 compared to $2.1 million for the nine months ended
  March 31, 2004. Our interest expense was $1.3 million higher the current year
  period as compared to the prior year period, principally as a result of the
  higher average borrowings we carry this year after our recent acquisitions. We
  had $.7 million in net currency exchange gains in the current year period as
  compared to less than $.1 million in net currency exchange losses in the prior
  year period, which partially offset the additional interest costs.
  
       Income before income taxes for the nine months ended March 31, 2005
  amounted to $38.2 million compared to $35.3 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 35.7% of pre-tax income for the
  nine months ended March 31, 2005 compared to 38% for the nine months ended March
  31, 2004. This decrease was attributable to a $1.3 million reduction in tax
  liabilities in the current quarter resulting from the termination of certain
  outstanding tax matters and is equal to the amount charged against the Company's
  earnings when these arose in prior years. We expect our effective tax rate to
  approximate 37% during the remainder of fiscal 2005.
  
       Net income for the nine months ended March 31, 2005 was $24.6 million
  compared to $21.9 million for the nine months ended March 31, 2004. The increase
  of $2.7 million in earnings was primarily attributable to the aforementioned
  increase in income before income taxes as well as the decrease in our effective
  tax rate.
  
  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 March 31, 2005, we had
  $82.7 million outstanding under the Credit Facility. On April 4, 2005, we
  borrowed an additional $11.0 million in conjunction with our acquisition of Zia
  Cosmetics, Inc. On May 9, 2005, we made a repayment of $4.0 million bringing our
  borrowings under the Credit Facility to $89.7 million.
  
       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 operations was $24.6 million and $16.3 million for the
  nine months ended March 31, 2005 and 2004, respectively. Our working capital and
  current ratio was $128.6 million and 2.9 to 1, respectively, at March 31, 2005
  compared with $129.9 million and 2.9 to 1 respectively, at June 30, 2004. The
  decrease in our working capital resulted principally from the net effects of our
  earnings offset by a decrease in inventories and the use of cash in financing
  activities.
  
       Net cash (used in) provided by financing activities was $(19.0) million and
  $6.4 million for the nine months ended March 31, 2005 and 2004, respectively.
  The change was due principally to our pay down of approximately $21.6 million of
  debt and the purchase of treasury shares for $1.7 million, offset by proceeds
  from the exercise of warrants and options of approximately $4.3 million during
  the first nine months of fiscal 2005, as compared to our pay down of
  approximately $10.9 million of debt and the purchase of treasury shares of $.3
  million, offset by proceeds from the exercise of warrants and options of
  approximately $17.6 million during the first nine months of fiscal 2004.
  
       We believe that cash on hand of $17.1 million at March 31, 2005, projected
  remaining fiscal 2005 cash flows from operations, and availability under our
  Credit Facility are sufficient to fund our working capital needs, anticipated
  capital expenditures of approximately $4 million, and scheduled debt and lease
  payments of approximately $7.9 million for the remainder of fiscal 2005. We
  currently invest our cash on hand in highly liquid short-term investments
  yielding approximately 2% interest.
  
                                         13
  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:
  
  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 two of
  our customers represent approximately 28% 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. Our
  chargebacks receivable balance was approximately $5.5 million and $6.2 million
  at March 31, 2005 and June 30, 2004, respectively.
  
       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/guidelines 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.
  
  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 values of goodwill and other intangible
  assets with indefinite useful lives are tested annually for impairment.
  
                                         14
  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.
  
  Seasonality
  
       Our tea business consists primarily of manufacturing and marketing 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. This is also true for our soups and hot cereals businesses,
  but to a lesser extent. 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, abnormal and inclement weather patterns 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. In some future periods, our operating results
  may fall below the expectations of securities analysts and investors, which
  could harm our business.
  
  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 for the fiscal year
  ended June 30, 2004. 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.
  
                                         15
  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, the Chief Executive Officer and Chief Financial
  Officer concluded that, as of the end of the period covered by this report, the
  Company's disclosure controls and procedures are adequately designed to ensure
  that information required to be disclosed by the Company in the reports it files
  or submits under the Exchange Act is recorded, processed, summarized and
  reported, within the time period specified in applicable rules and forms.
  
  (b)  Changes in Internal Controls.
  
  There were no significant changes in our internal controls over financial
  reporting during the fiscal quarter covered by this report that have materially
  affected, or are reasonably likely to materially affect, those controls.
  
  Part II - OTHER INFORMATION
  
  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Issuer Purchases of Equity Securities
  
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
                                                                              Total Number of
                                                                            Shares Purchased as     Maximum Number of
                                                                              Part of Publicly     Shares that May Yet
                                Total Number of       Average Price Paid    Announced Plans or      Be Purchased Under
            Period             Shares Purchased          per Share               Programs(a)      the Plans or Programs
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  January 1-31, 2005                                                                                            635,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  February 1-29, 2005                      80,000                 $ 18.82                 80,000                555,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  March 1-31, 2005                         10,000                 $ 18.40                 10,000                545,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  Total                                    90,000                 $ 18.77                 90,000                545,361
  --------------------------- -------------------- ----------------------- ---------------------- ----------------------
  (a) The Company's plan to repurchase up to one million shares of its common
  stock was first announced publicly on a conference call on August 29, 2002.
  
  (b) On April 18, 2005, the Company announced that the Board of Directors
  authorized the repurchase of up to one million shares of common stock. This
  authorization increases the remaining shares above from 545,361 by 454,639
  shares to the one million shares.
  
                                         16
  ITEM 6.           EXHIBITS
  
  EXHIBTS
  
  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.
  
                                         17
  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:    May 10, 2005                             /s/ Irwin D Simon
                                                    ------------------------------
                                                    Irwin D. Simon,
                                                    Chairman, President and Chief
                                                    Executive Officer
  
  Date:    May 10, 2005                             /s/ Ira J. Lamel
                                                    ------------------------------
                                                    Ira J. Lamel,
                                                    Executive Vice President and
                                                    Chief Financial Officer
  
                                         18
  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)) 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) 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
  
            (c) 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 (the registrant's fourth fiscal quarter in
            the case of an annual report) 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: May 10, 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)) 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) 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
  
            (c) 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 (the registrant's fourth fiscal quarter in
            the case of an annual report) 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: May 10, 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
  March 31, 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: May 10, 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
  March 31, 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: May 10, 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.