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 December 31, 2004
  
                                         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 February 3, 2005, there were 36,539,642 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 - December 31, 2004
                    (unaudited) and June 30, 2004                               2
  
                    Consolidated Statements of Income -
                    Three months and six months ended December 31, 2004
                    and 2003 (unaudited)                                        3
  
                    Consolidated Statement of Stockholders' Equity -
                    Six months ended December 31, 2004 (unaudited)              4
  
                    Consolidated Statements of Cash Flows -
                    Six months ended December 31, 2004 and 2003 (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 through 3 and item 5 are not applicable
  
                    Item 4 - Submission of matters to a vote of
                             security holders                                  16
  
                    Item 6 - Exhibits                                          17
  
                    Signatures                                                 18
  
  
  
  
                                          1
  <PAGE>
  
  
  
  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)
  
  <TABLE>
  <CAPTION>
                                                                                 December 31,             June 30,
                                                                                     2004                    2004
                                                                             ---------------------   --------------------
                                          ASSETS                                 (Unaudited)                  (Note)
   Current assets:
  <S>                                                                             <C>                      <C>
    Cash and cash equivalents                                                     $    12,304              $   27,489
    Accounts receivable, less allowance for doubtful
      accounts of $2,026 and $2,185                                                    75,699                  69,392
    Inventories                                                                        88,261                  86,873
    Deferred income taxes                                                               3,111                   3,111
    Other current assets                                                               16,872                  11,449
                                                                             ---------------------   --------------------
      Total current assets                                                            196,247                 198,314
  
   Property, plant and equipment, net of accumulated
     depreciation and amortization of $47,147 and $40,799                              89,386                  87,002
   Goodwill                                                                           345,235                 333,218
   Trademarks and other intangible assets, net of
     accumulated amortization of $8,818 and $8,349                                     55,666                  55,793
   Other assets                                                                        11,012                   9,904
                                                                             ---------------------   --------------------
     Total assets                                                                  $ 697,546                $ 684,231
                                                                             =====================   ====================
  
                           LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
    Accounts payable and accrued expenses                                          $   55,317               $  59,031
    Current portion of long-term debt                                                   3,851                   6,845
    Income taxes payable                                                                6,211                   2,489
                                                                             ---------------------   --------------------
     Total current liabilities                                                         65,379                  68,365
  
   Long-term debt, less current portion                                                93,782                 104,294
   Deferred income taxes                                                               14,807                  14,807
                                                                             ---------------------   --------------------
     Total liabilities                                                                173,968                 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 37,206,048 and 37,064,648 shares                                      372                     371
    Additional paid-in capital                                                        396,767                 394,740
    Deferred compensation                                                              (2,341)                 (2,809)
    Retained earnings                                                                 122,957                 106,097
    Foreign currency translation adjustment                                            15,108                   7,651
                                                                             ---------------------   --------------------
                                                                                      532,863                 506,050
   Less: 671,556 shares of treasury stock, at cost                                     (9,285)                 (9,285)
                                                                             ---------------------   --------------------
     Total stockholders' equity                                                       523,578                 496,765
                                                                             ---------------------   --------------------
  
     Total liabilities and stockholders' equity                                     $ 697,546               $ 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>
  
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
  (In thousands, except per share amounts)
  
  <TABLE>
  <CAPTION>
  
  
                                                      Three Months Ended                          Six Months Ended
                                                         December 31,                               December 31,
                                            ---------------------------------------    ---------------------------------------
                                                  2004                 2003                  2004                 2003
                                            -----------------    ------------------    -----------------    ------------------
                                                         (Unaudited) (Unaudited)
  
  <S>                                              <C>                   <C>                  <C>                   <C>
  Net sales                                        $ 169,753             $ 142,792            $ 307,357             $ 269,845
  Cost of sales                                      116,522                95,693              215,151               185,584
                                            -----------------    ------------------    -----------------    ------------------
     Gross profit                                     53,231                47,099               92,206                84,261
  
  Selling, general and
   administrative expenses                            35,173                30,047               63,358                55,866
                                            -----------------    ------------------    -----------------    ------------------
  
     Operating income                                 18,058                17,052               28,848                28,395
  
  Interest expense and other
   expenses, net                                         553                   350                1,208                 1,141
                                            -----------------    ------------------    -----------------    ------------------
  Income before income taxes                          17,505                16,702               27,640                27,254
  Provision for income taxes                           6,827                 6,330               10,780                10,340
                                            -----------------    ------------------    -----------------    ------------------
     Net income                                     $ 10,678              $ 10,372             $ 16,860               $16,914
                                            =================    ==================    =================    ==================
  
  Net income per share:
     Basic                                        $     0.29                $ 0.30           $     0.46           $      0.49
                                            =================    ==================    =================    ==================
     Diluted                                      $     0.29                $ 0.29           $     0.46           $      0.47
                                            =================    ==================    =================    ==================
  
  Weighted average common shares outstanding:
     Basic                                            36,390                34,913               36,332                34,567
                                            =================    ==================    =================    ==================
     Diluted                                          37,207                36,135               37,031                35,745
                                            =================    ==================    =================    ==================
  
  </TABLE>
  
  
  
  See notes to consolidated financial statements.
  
  
  
  
  
  
                                         3
  <PAGE>
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  FOR THE SIX MONTHS ENDED DECEMBER 31, 2004
  (In thousands, except per share and share amounts)
  
  <TABLE>
  <CAPTION>
                                                                                                       Foreign
                                                                                                       Cur-
                                                       Unamor-                                         rency
                          Common            Addi-      tized        Re-                                Trans-
                          Stock             tional     Non-Cash     tained          Treasury           lation                Compre-
                                   Amount   Paid-in    Compen-      Earn-             Stock            Adjust-               hensive
                        Shares     at $.01  Capital    sation       ings       Shares     Amount       ment        Total     Income
                      ----------  --------- ---------  --------    ---------  --------- ---------     --------  ----------   --------
  
  <S>                 <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              141,400      1          2,004                                                              2,005
  
  Non-cash
    compensation
    charge                                          23      468                                                       491
  
  Comprehensive
    income:
    Net income for
    the period                                                        16,860                                       16,860  $ 16,860
  
  
    Translation
      adjustments                                                                                        7,457      7,457     7,457
                                                                                                                           ---------
  Total compre-
    hensive
    income                                                                                                                 $ 24,317
                      ---------------------------------------------------------------------------------------------------- =========
  Balance at
    December 31,
    2004              37,206,048   $372     $  396,767 $ (2,341)   $ 122,957  671,556    $ (9,285)    $ 15,108  $ 523,578
                      ====================================================================================================
  
  </TABLE>
  
  
  See notes to consolidated financial statements.
  
  
  
                                         4
  <PAGE>
  
  
  
  
  
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  (In thousands)
  
  <TABLE>
  <CAPTION>
  
                                                                                       Six Months Ended
                                                                                         December 31,
                                                                           ------------------------------------------
                                                                                 2004                    2003
                                                                           ------------------     -------------------
  CASH FLOWS FROM OPERATING ACTIVITIES                                                    (Unaudited)
  
  <S>                                                                           <C>                      <C>
  Net income                                                                    $  16,860                $  16,914
  Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and amortization                                                  6,817                  5,331
       Provision for doubtful accounts                                                   22                  (115)
  
     Increase (decrease) in cash attributable to changes in
          operating assets and liabilities, net of amounts
          applicable to acquired businesses:
            Accounts receivable                                                      (4,570)               (12,641)
            Inventories                                                              (1,215)                (7,126)
            Other current assets                                                     (4,563)                (1,364)
            Other assets                                                             (1,234)                 1,868
            Accounts payable and accrued expenses                                    (7,469)                 1,837
            Income taxes, net                                                         3,455                  7,912
                                                                           ------------------     -------------------
  
            Net cash provided by operating activities                                 8,103                 12,616
                                                                           ------------------     -------------------
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                                (5,340)                (2,293)
  Acquisitions of businesses, net of cash acquired                                   (5,418)                      -
                                                                           ------------------     -------------------
            Net cash used in investing activities                                   (10,758)                (2,293)
                                                                           ------------------     -------------------
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Repayments of bank revolving
    credit facility, net                                                             (8,500)                (1,650)
  Payments on economic development revenue bonds                                     (3,550)                  (258)
  Purchase of treasury stock                                                               -                  (279)
  Proceeds from exercise of warrants and options, net of
    related expenses                                                                  2,005                  9,788
  Repayments of other long-term debt, net                                              (871)                (2,352)
                                                                           ------------------     -------------------
  
            Net cash (used in) provided by financing activities                     (10,916)                 5,249
                                                                           ------------------     -------------------
  
  Effect of exchange rate changes on cash                                            (1,614)                (2,785)
                                                                           ------------------     -------------------
  Net (decrease) increase in cash and cash equivalents                              (15,185)                12,787
  Cash and cash equivalents at beginning of period                                   27,489                 10,984
                                                                           ------------------     -------------------
  
  Cash and cash equivalents at end of period                                     $ 12,304                $  23,771
                                                                           ==================     ===================
  
  
  </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. In the opinion of management, all adjustments (including normal
  recurring accruals) considered necessary for a fair presentation have been
  included. Operating results for the three months and six months ended December
  31, 2004 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                 Six Months Ended
                                                           December 31,                      December 31,
                                                 --------------------------------- ----------------------------------
                                                      2004             2003             2004              2003
                                                 --------------- ----------------- ---------------- -----------------
  Numerator:
  <S>                                                  <C>                <C>             <C>                <C>
  Net income                                           $ 10,678           $10,372         $ 16,860           $16,914
                                                 =============== ================= ================ =================
  Denominator (in thousands):
  Denominator for basic earnings per
   share - weighted average shares
   outstanding during the period                         36,390            34,913           36,332            34,567
                                                 --------------- ----------------- ---------------- -----------------
  
  Effect of dilutive securities:
   Stock options                                            817             1,072              696             1,018
   Warrants                                                   -               150                3               160
                                                 --------------- ----------------- ---------------- -----------------
                                                            817             1,222              699             1,178
                                                 --------------- ----------------- ---------------- -----------------
  Denominator for diluted earnings per
   share - adjusted weighted average
   shares and assumed conversions                        37,207            36,135           37,031            35,745
                                                 =============== ================= ================ =================
  Basic net income per share                          $    0.29            $ 0.30         $   0.46            $ 0.49
                                                 =============== ================= ================ =================
  Diluted net income per share                        $    0.29            $ 0.29         $   0.46            $ 0.47
                                                 =============== ================= ================ =================
  
  </TABLE>
  
  
  4. INVENTORIES
  
       Inventories consisted of the following:
  
                                       December 31,                June 30,
                                           2004                      2004
                                      ------------------- --------------------
         Finished goods                    $56,146                   $56,132
         Raw materials,
           work-in-progress
           and packaging                    32,115                    30,741
                                      ------------------- --------------------
                                           $88,261                   $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:
  
  
                                                December 31,           June 30,
                                                    2004                 2004
                                              -------------------- ---------------
         Land                                       $  8,212          $    8,113
         Buildings and improvements                   30,819              29,867
         Machinery and equipment                      85,581              79,275
         Furniture and fixtures                        2,607               2,527
         Leasehold improvements                        3,872               3,478
         Construction in progress                      5,442               4,541
                                              -------------------- ---------------
                                                     136,533             127,801
         Less: Accumulated depreciation
                 and amortization                     47,147              40,799
                                              -------------------- ---------------
                                                    $ 89,386            $ 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 December
  31, 2004, 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 December 31, 2004, 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 December 31, 2004, 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; however, these
  procedures are in the early stages and are expected to be completed during the
  later half of fiscal 2005.
  
       The results of operations for the three months and six months ended
  December 31, 2004 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        Six Months Ended
                                December 31, 2003         December 31, 2003
                              ------------------------ ------------------------
  Net sales                         $ 156,778                 $ 296,842
                              ======================== ========================
  Net income                       $   10,940                $   16,861
                              ======================== ========================
  
  Earnings per share:
    Basic                         $      0.31               $      0.49
                              ======================== ========================
    Diluted                       $      0.30               $      0.47
                              ======================== ========================
  
  Weighted average shares:
    Basic                              34,913                    34,567
                              ======================== ========================
    Diluted                            36,135                    35,745
                              ======================== ========================
  
  
       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 December 31, 2004, $90.7 million was borrowed under the Credit
  Facility at an interest rate of 3.7%. On February 7, 2005, the outstanding
  borrowings under the Credit Facility were reduced to $82.7 million by an $8
  million repayment.
  
  
  
  
  
                                         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 six months ended
  December 31, 2004 and 2003 would have been the pro forma amounts that follow:
  
  <TABLE>
  <CAPTION>
  
                                                  Three Months Ended                  Six Months Ended
                                                     December 31,                       December 31,
                                            -------------------------------    --------------------------------
                                                2004              2003             2004              2003
                                            --------------    -------------    -------------    ---------------
  
  <S>                                            <C>              <C>              <C>                <C>
  Net income, as reported                        $ 10,678         $ 10,372         $ 16,860           $ 16,914
  Non-cash compensation charge, net of
  related tax effects                                 150                7              300                 14
  
  Stock-based employee compensation
  expense determined under fair value
  method, net of related tax effects              (1,393)             (716)          (4,855)            (1,937)
                                            --------------    -------------    -------------    ---------------
  
  Pro forma net income                          $   9,435         $  9,663         $ 12,305           $ 14,991
                                            ==============    =============    =============    ===============
  
  Basic net income per share:
      As reported                               $    0.29        $    0.30        $    0.46           $   0.49
                                            ==============    =============    =============    ===============
      Pro forma                                 $    0.26        $    0.28        $    0.34           $   0.43
                                            ==============    =============    =============    ===============
  
  Diluted net income per share:
      As reported                               $    0.29        $    0.29        $    0.46           $   0.47
                                            ==============    =============    =============    ===============
      Pro forma                                 $    0.25        $    0.27        $    0.33           $   0.42
                                            ==============    =============    =============    ===============
  
  </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 expect to
  adopt SFAS No. 123(R) on July 1, 2005.
  
  
  
  
                                         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 December 31, 2004
  
       Net sales for the three months ended December 31, 2004 were $169.8 million,
  an increase of $27.0 million or 18.9% over net sales of $142.8 million for the
  three months ended December 31, 2003. The increase came from increases in sales
  across our Company, including an 8.3% increase in our Celestial Seasonings tea
  brand and an increase of 17.8% in our Canadian business. Sales of our
  low-carbohydrate products declined parallel with trends in the consumer markets;
  however, these sales were replaced by strong sales gains in our DeBoles pasta
  and our Arrowhead Mills brands. During the December 31, 2004 quarter, we
  benefited by approximately 2% from the phasing in of price increases we began to
  implement in July 2004. Sales also 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 December 31, 2004 was 31.4% of net
  sales as compared to 33.0% of net sales for the three months ended December 31,
  2003. The decline in gross profit percentage was principally the result of a
  change in the mix of products sold. This change in mix comes from acquired
  businesses increasing our consolidated sales and thereby reducing the
  proportionate contribution of our higher margin tea products. We also continued
  to incur higher costs of ingredients, increased transportation costs which began
  in the third quarter of fiscal 2004 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. These higher costs
  increased the costs of our products by approximately 2.2%, which amount offset
  the benefit of our price increase.
  
       Selling, general and administrative expenses increased by $5.2 million to
  $35.2 million for the three months ended December 31, 2004 as compared to $30.0
  million for the three months ended December 31, 2003. Such expenses amounted to
  20.7% of net sales for the three months ended December 31, 2004 compared with
  21.0% in the December 31, 2003 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. General and
  administrative expenses for the three months ended December 31, 2004 includes
  approximately $1.2 million for the cost of terminated employees, for non-cash
  compensation charges, and for Sarbanes-Oxley compliance costs.
  
  
                                         11
  <PAGE>
  
  
       Operating income was $18.1 million for the three months ended December 31,
  2004 compared to $17.1 million for the three months ended December 31, 2003.
  Operating income as a percentage of net sales was 10.6% in the December 31, 2004
  quarter, compared with 11.9% in the December 31, 2003 quarter. 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 $.6 million for the three
  months ended December 31, 2004 compared to $.4 million for the three months
  ended December 31, 2003. Our interest expense was $.4 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
  had $.6 million in net currency exchange gains this quarter as compared to $.4
  million in the prior year quarter, which partially offset the additional
  interest costs.
  
       Income before income taxes for the three months ended December 31, 2004
  amounted to $17.5 million compared to $16.7 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 39% of pre-tax income for the
  three months ended December 31, 2004 compared to 38% for the three months ended
  December 31, 2003. We expect our effective tax rate to approximate 39% during
  the remainder of fiscal 2005.
  
       Net income for the three months ended December 31, 2004 was $10.7 million
  compared to $10.4 million for the three months ended December 31, 2003. The
  increase of $.3 million in earnings was primarily attributable to the
  aforementioned increase in income before income taxes offset by the increase in
  our effective tax rate.
  
  Six Months Ended December 31, 2004
  
       Net sales for the six months ended December 31, 2004 were $307.4 million,
  an increase of $37.6 million or 13.9% over net sales of $269.8 million for the
  six months ended December 31, 2003. The increase came from volume increases and
  from the phasing in of price increases and from sales generated by businesses
  acquired in 2004. During the second quarter ended December 31, 2004, sales of
  our low-carbohydrate products declined parallel with trends in the consumer
  markets; however, these sales were replaced by strong sales gains in our DeBoles
  pasta and our Arrowhead Mills brands. During the first quarter ended September
  30, 2004, sales were negatively impacted by reductions in inventories estimated
  at $12.0 million at two major distributors.
  
       Gross profit for the six months ended December 31, 2004 was 30.0% of net
  sales as compared to 31.2% of net sales for the six months ended December 31,
  2003. 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 which
  began in the third quarter of fiscal 2004 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 $7.5 million to
  $63.4 million for the six months ended December 31, 2004 as compared to $55.9
  million for the six months ended December 31, 2003. Such expenses amounted to
  20.6% of net sales for the six months ended December 31, 2004 compared with
  20.7% for the six months ended December 31, 2003. 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 six months ended December 31, 2004
  includes approximately $1.8 million for the cost of terminated employees, for
  non-cash compensation charges and for Sarbanes-Oxley compliance costs.
  
  
                                         12
  <PAGE>
  
  
       Operating income was $28.8 million for the six months ended December 31,
  2004 compared to $28.4 million for the six months ended December 31, 2003.
  Operating income as a percentage of net sales was 9.4% for the current year
  period, compared with 10.5% for the prior year period. 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 $1.2 million for the six
  months ended December 31, 2004 compared to $1.1 million for the six months ended
  December 31, 2003. Our interest expense was $.7 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 $.8 million in net currency exchange gains in the current year period as
  compared to $.3 million in net currency exchange losses in the prior year
  period, which partially offset the additional interest costs.
  
       Income before income taxes for the six months ended December 31, 2004
  amounted to $27.6 million compared to $27.3 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 39% of pre-tax income for the
  six months ended December 31, 2004 compared to 38% for the six months ended
  December 31, 2003. We expect our effective tax rate to approximate 39% during
  the remainder of fiscal 2005.
  
       Net income for the six months ended December 31, 2004 and 2003 was $16.9
  million. Although overall dollars were flat period over period, the percentage
  decrease from 6.3% for the prior year period to 5.5% for the current year period
  was primarily attributable to the aforementioned decrease in income before
  income taxes as a percentage of sales offset by the increase in our effective
  tax rate as a percentage of sales.
  
  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 December 31, 2004, we
  had $90.7 million outstanding under the Credit Facility. On February 7, 2005,
  the outstanding borrowings under the Credit Facility were reduced to $82.7
  million by an $8 million repayment.
  
       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 $8.1 million and $12.6 million for the
  six months ended December 31, 2004 and 2003, respectively. Our working capital
  and current ratio was $130.9 million and 3.0 to 1, respectively, at December 31,
  2004 compared with $129.9 million and 2.9 to 1 respectively, at June 30, 2004.
  The increase in working capital resulted principally from a decrease in our
  current liabilities offset by a decrease in current assets. The decrease in
  current assets was driven by a decrease in cash which was used to reduce both
  current liabilities and debt during the six months ended December 31, 2004.
  
       Net cash (used in) provided by financing activities was $(10.9) million and
  $5.2 million for the six months ended December 31, 2004 and 2003, respectively.
  The change was due principally to our pay down of approximately $12.9 million of
  debt offset by proceeds from the exercise of warrants and options of
  approximately $2.0 million during the first six months of fiscal 2005, as
  compared to our pay down of approximately $4.3 million offset by proceeds from
  the exercise of warrants and options of approximately $9.8 million during the
  first six months of fiscal 2004.
  
  
                                         13
  <PAGE>
  
  
       We believe that cash on hand of $12.3 million at December 31, 2004,
  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 $6 million, and scheduled debt
  and lease payments of approximately $8.6 million for the remainder of fiscal
  2005. We currently invest our cash on hand in highly liquid short-term
  investments yielding approximately 2% interest.
  
  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 approximated $6 million at December 31, 2004 and
  June 30, 2004.
  
       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.
  
  
  
                                         14
  <PAGE>
  
  
  Intangibles
  
       Goodwill is no longer amortized and the value of an identifiable intangible
  asset is amortized over its useful life unless the asset is determined to have
  an indefinite useful life. The carrying values of goodwill and other intangible
  assets with indefinite useful lives are tested annually for impairment.
  
  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 4. Submission of Matters to a Vote of Security Holders
  
  The Annual Meeting of Stockholders was held on December 2, 2004. The Company
  submitted the following matters to a vote of security holders:
  
       1.   To elect a board of directors to serve until the next Annual Meeting
            of Stockholders and until their successors are duly elected and
            qualified; and
       2.   To amend our 2002 Long Term Incentive and Stock Award Plan to increase
            the number of shares issuable over the term of the plan by 1,800,000
            shares to 4,900,000 shares in the aggregate; and
       3.   To ratify the appointment of Ernst & Young LLP as our registered
            independent accountants for fiscal 2005.
  
  The stockholders elected the persons named below, the Company's nominees for
  directors, as directors for the Company, casting votes as shown below:
  
  
  ------------------------------------------------------ ------------------
           ELECTION OF DIRECTORS           FOR               WITHHELD
  ------------------------------------------------------ ------------------
  Irwin D. Simon                             32,024,449          2,541,537
  ------------------------------------------------------ ------------------
  Beth L. Bronner                            31,157,998          3,407,988
  ------------------------------------------------------ ------------------
  Jack Futterman                             32,067,389          2,498,597
  ------------------------------------------------------ ------------------
  Daniel R. Glickman                         32,358,627          2,207,359
  ------------------------------------------------------ ------------------
  Barry J. Alperin                           32,289,772          2,276,214
  ------------------------------------------------------ ------------------
  Marina Hahn                                31,693,382          2,872,604
  ------------------------------------------------------ ------------------
  Mitchell A. Ring                           32,095,716          2,470,270
  ------------------------------------------------------ ------------------
  Andrew R. Heyer                            31,410,959          3,155,027
  ------------------------------------------------------ ------------------
  Lewis D. Schiliro                          32,261,889          2,304,097
  ------------------------------------------------------ ------------------
  D. Edward I. Smyth                         32,120,481          2,445,505
  ------------------------------------------------------ ------------------
  Roger Meltzer                              31,751,225          2,814,761
  ------------------------------------------------------ ------------------
  Larry S. Zilavy                            32,292,297          2,273,689
  ------------------------------------------------------ ------------------
  
  
  The stockholders did not approve the proposal to amend our 2002 Long Term
  Incentive and Stock Award Plan casting 13,635,165 votes in favor, 16,094,136
  votes against, 118,365 abstaining and 4,718,320 not voted.
  
  The stockholders ratified the appointment of Ernst & Young LLP, casting
  34,263,151 votes in favor, 266,536 votes against, and 36,299 abstaining.
  
  
                                         16
  <PAGE>
  
  
  ITEM 6. EXHIBITS
  
  
  EXHIBTS
  
  Exhibit Number        Description
  --------------        -----------
  
  10.1 Form of Indemnification Agreement.
  
  10.2 Form of Change in Control Agreement.
  
  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:    February 9, 2005                   /s/ Irwin D. Simon
                                              --------------------------------
                                                  Irwin D. Simon,
                                                  Chairman, President and Chief
                                                  Executive Officer
  
  
  
  
  
  
  
  Date:    February 9, 2005                   /s/ Ira J. Lamel
                                              --------------------------------
                                                  Ira J. Lamel,
                                                  Executive Vice President and
                                                  Chief Financial Officer
  
  
  
  
                                         18
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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": "05588964"}, "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 December 31, 2004
  
                                         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 February 3, 2005, there were 36,539,642 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 - December 31, 2004
                    (unaudited) and June 30, 2004                               2
  
                    Consolidated Statements of Income -
                    Three months and six months ended December 31, 2004
                    and 2003 (unaudited)                                        3
  
                    Consolidated Statement of Stockholders' Equity -
                    Six months ended December 31, 2004 (unaudited)              4
  
                    Consolidated Statements of Cash Flows -
                    Six months ended December 31, 2004 and 2003 (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 through 3 and item 5 are not applicable
  
                    Item 4 - Submission of matters to a vote of
                             security holders                                  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)
  December 31,             June 30,
                                                                                     2004                    2004
                                                                             ---------------------   --------------------
                                          ASSETS                                 (Unaudited)                  (Note)
   Current assets:
  Cash and cash equivalents                                                     $    12,304              $   27,489
    Accounts receivable, less allowance for doubtful
      accounts of $2,026 and $2,185                                                    75,699                  69,392
    Inventories                                                                        88,261                  86,873
    Deferred income taxes                                                               3,111                   3,111
    Other current assets                                                               16,872                  11,449
                                                                             ---------------------   --------------------
      Total current assets                                                            196,247                 198,314
  
   Property, plant and equipment, net of accumulated
     depreciation and amortization of $47,147 and $40,799                              89,386                  87,002
   Goodwill                                                                           345,235                 333,218
   Trademarks and other intangible assets, net of
     accumulated amortization of $8,818 and $8,349                                     55,666                  55,793
   Other assets                                                                        11,012                   9,904
                                                                             ---------------------   --------------------
     Total assets                                                                  $ 697,546                $ 684,231
                                                                             =====================   ====================
  
                           LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
    Accounts payable and accrued expenses                                          $   55,317               $  59,031
    Current portion of long-term debt                                                   3,851                   6,845
    Income taxes payable                                                                6,211                   2,489
                                                                             ---------------------   --------------------
     Total current liabilities                                                         65,379                  68,365
  
   Long-term debt, less current portion                                                93,782                 104,294
   Deferred income taxes                                                               14,807                  14,807
                                                                             ---------------------   --------------------
     Total liabilities                                                                173,968                 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 37,206,048 and 37,064,648 shares                                      372                     371
    Additional paid-in capital                                                        396,767                 394,740
    Deferred compensation                                                              (2,341)                 (2,809)
    Retained earnings                                                                 122,957                 106,097
    Foreign currency translation adjustment                                            15,108                   7,651
                                                                             ---------------------   --------------------
                                                                                      532,863                 506,050
   Less: 671,556 shares of treasury stock, at cost                                     (9,285)                 (9,285)
                                                                             ---------------------   --------------------
     Total stockholders' equity                                                       523,578                 496,765
                                                                             ---------------------   --------------------
  
     Total liabilities and stockholders' equity                                     $ 697,546               $ 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                          Six Months Ended
                                                         December 31,                               December 31,
                                            ---------------------------------------    ---------------------------------------
                                                  2004                 2003                  2004                 2003
                                            -----------------    ------------------    -----------------    ------------------
                                                         (Unaudited) (Unaudited)
  Net sales                                        $ 169,753             $ 142,792            $ 307,357             $ 269,845
  Cost of sales                                      116,522                95,693              215,151               185,584
                                            -----------------    ------------------    -----------------    ------------------
     Gross profit                                     53,231                47,099               92,206                84,261
  
  Selling, general and
   administrative expenses                            35,173                30,047               63,358                55,866
                                            -----------------    ------------------    -----------------    ------------------
  
     Operating income                                 18,058                17,052               28,848                28,395
  
  Interest expense and other
   expenses, net                                         553                   350                1,208                 1,141
                                            -----------------    ------------------    -----------------    ------------------
  Income before income taxes                          17,505                16,702               27,640                27,254
  Provision for income taxes                           6,827                 6,330               10,780                10,340
                                            -----------------    ------------------    -----------------    ------------------
     Net income                                     $ 10,678              $ 10,372             $ 16,860               $16,914
                                            =================    ==================    =================    ==================
  
  Net income per share:
     Basic                                        $     0.29                $ 0.30           $     0.46           $      0.49
                                            =================    ==================    =================    ==================
     Diluted                                      $     0.29                $ 0.29           $     0.46           $      0.47
                                            =================    ==================    =================    ==================
  
  Weighted average common shares outstanding:
     Basic                                            36,390                34,913               36,332                34,567
                                            =================    ==================    =================    ==================
     Diluted                                          37,207                36,135               37,031                35,745
                                            =================    ==================    =================    ==================
  See notes to consolidated financial statements.
  
                                         3
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
  FOR THE SIX MONTHS ENDED DECEMBER 31, 2004
  (In thousands, except per share and share amounts)
  Foreign
                                                                                                       Cur-
                                                       Unamor-                                         rency
                          Common            Addi-      tized        Re-                                Trans-
                          Stock             tional     Non-Cash     tained          Treasury           lation                Compre-
                                   Amount   Paid-in    Compen-      Earn-             Stock            Adjust-               hensive
                        Shares     at $.01  Capital    sation       ings       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              141,400      1          2,004                                                              2,005
  
  Non-cash
    compensation
    charge                                          23      468                                                       491
  
  Comprehensive
    income:
    Net income for
    the period                                                        16,860                                       16,860  $ 16,860
  
    Translation
      adjustments                                                                                        7,457      7,457     7,457
                                                                                                                           ---------
  Total compre-
    hensive
    income                                                                                                                 $ 24,317
                      ---------------------------------------------------------------------------------------------------- =========
  Balance at
    December 31,
    2004              37,206,048   $372     $  396,767 $ (2,341)   $ 122,957  671,556    $ (9,285)    $ 15,108  $ 523,578
                      ====================================================================================================
  See notes to consolidated financial statements.
  
                                         4
  THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  (In thousands)
  Six Months Ended
                                                                                         December 31,
                                                                           ------------------------------------------
                                                                                 2004                    2003
                                                                           ------------------     -------------------
  CASH FLOWS FROM OPERATING ACTIVITIES                                                    (Unaudited)
  Net income                                                                    $  16,860                $  16,914
  Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and amortization                                                  6,817                  5,331
       Provision for doubtful accounts                                                   22                  (115)
  
     Increase (decrease) in cash attributable to changes in
          operating assets and liabilities, net of amounts
          applicable to acquired businesses:
            Accounts receivable                                                      (4,570)               (12,641)
            Inventories                                                              (1,215)                (7,126)
            Other current assets                                                     (4,563)                (1,364)
            Other assets                                                             (1,234)                 1,868
            Accounts payable and accrued expenses                                    (7,469)                 1,837
            Income taxes, net                                                         3,455                  7,912
                                                                           ------------------     -------------------
  
            Net cash provided by operating activities                                 8,103                 12,616
                                                                           ------------------     -------------------
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                                (5,340)                (2,293)
  Acquisitions of businesses, net of cash acquired                                   (5,418)                      -
                                                                           ------------------     -------------------
            Net cash used in investing activities                                   (10,758)                (2,293)
                                                                           ------------------     -------------------
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Repayments of bank revolving
    credit facility, net                                                             (8,500)                (1,650)
  Payments on economic development revenue bonds                                     (3,550)                  (258)
  Purchase of treasury stock                                                               -                  (279)
  Proceeds from exercise of warrants and options, net of
    related expenses                                                                  2,005                  9,788
  Repayments of other long-term debt, net                                              (871)                (2,352)
                                                                           ------------------     -------------------
  
            Net cash (used in) provided by financing activities                     (10,916)                 5,249
                                                                           ------------------     -------------------
  
  Effect of exchange rate changes on cash                                            (1,614)                (2,785)
                                                                           ------------------     -------------------
  Net (decrease) increase in cash and cash equivalents                              (15,185)                12,787
  Cash and cash equivalents at beginning of period                                   27,489                 10,984
                                                                           ------------------     -------------------
  
  Cash and cash equivalents at end of period                                     $ 12,304                $  23,771
                                                                           ==================     ===================
  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. In the opinion of management, all adjustments (including normal
  recurring accruals) considered necessary for a fair presentation have been
  included. Operating results for the three months and six months ended December
  31, 2004 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                 Six Months Ended
                                                           December 31,                      December 31,
                                                 --------------------------------- ----------------------------------
                                                      2004             2003             2004              2003
                                                 --------------- ----------------- ---------------- -----------------
  Numerator:
  Net income                                           $ 10,678           $10,372         $ 16,860           $16,914
                                                 =============== ================= ================ =================
  Denominator (in thousands):
  Denominator for basic earnings per
   share - weighted average shares
   outstanding during the period                         36,390            34,913           36,332            34,567
                                                 --------------- ----------------- ---------------- -----------------
  
  Effect of dilutive securities:
   Stock options                                            817             1,072              696             1,018
   Warrants                                                   -               150                3               160
                                                 --------------- ----------------- ---------------- -----------------
                                                            817             1,222              699             1,178
                                                 --------------- ----------------- ---------------- -----------------
  Denominator for diluted earnings per
   share - adjusted weighted average
   shares and assumed conversions                        37,207            36,135           37,031            35,745
                                                 =============== ================= ================ =================
  Basic net income per share                          $    0.29            $ 0.30         $   0.46            $ 0.49
                                                 =============== ================= ================ =================
  Diluted net income per share                        $    0.29            $ 0.29         $   0.46            $ 0.47
                                                 =============== ================= ================ =================
  4. INVENTORIES
  
       Inventories consisted of the following:
  
                                       December 31,                June 30,
                                           2004                      2004
                                      ------------------- --------------------
         Finished goods                    $56,146                   $56,132
         Raw materials,
           work-in-progress
           and packaging                    32,115                    30,741
                                      ------------------- --------------------
                                           $88,261                   $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:
  
                                                December 31,           June 30,
                                                    2004                 2004
                                              -------------------- ---------------
         Land                                       $  8,212          $    8,113
         Buildings and improvements                   30,819              29,867
         Machinery and equipment                      85,581              79,275
         Furniture and fixtures                        2,607               2,527
         Leasehold improvements                        3,872               3,478
         Construction in progress                      5,442               4,541
                                              -------------------- ---------------
                                                     136,533             127,801
         Less: Accumulated depreciation
                 and amortization                     47,147              40,799
                                              -------------------- ---------------
                                                    $ 89,386            $ 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 December
  31, 2004, 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 December 31, 2004, 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 December 31, 2004, 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; however, these
  procedures are in the early stages and are expected to be completed during the
  later half of fiscal 2005.
  
       The results of operations for the three months and six months ended
  December 31, 2004 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        Six Months Ended
                                December 31, 2003         December 31, 2003
                              ------------------------ ------------------------
  Net sales                         $ 156,778                 $ 296,842
                              ======================== ========================
  Net income                       $   10,940                $   16,861
                              ======================== ========================
  
  Earnings per share:
    Basic                         $      0.31               $      0.49
                              ======================== ========================
    Diluted                       $      0.30               $      0.47
                              ======================== ========================
  
  Weighted average shares:
    Basic                              34,913                    34,567
                              ======================== ========================
    Diluted                            36,135                    35,745
                              ======================== ========================
  
       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 December 31, 2004, $90.7 million was borrowed under the Credit
  Facility at an interest rate of 3.7%. On February 7, 2005, the outstanding
  borrowings under the Credit Facility were reduced to $82.7 million by an $8
  million repayment.
  
                                         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 six months ended
  December 31, 2004 and 2003 would have been the pro forma amounts that follow:
  Three Months Ended                  Six Months Ended
                                                     December 31,                       December 31,
                                            -------------------------------    --------------------------------
                                                2004              2003             2004              2003
                                            --------------    -------------    -------------    ---------------
  Net income, as reported                        $ 10,678         $ 10,372         $ 16,860           $ 16,914
  Non-cash compensation charge, net of
  related tax effects                                 150                7              300                 14
  
  Stock-based employee compensation
  expense determined under fair value
  method, net of related tax effects              (1,393)             (716)          (4,855)            (1,937)
                                            --------------    -------------    -------------    ---------------
  
  Pro forma net income                          $   9,435         $  9,663         $ 12,305           $ 14,991
                                            ==============    =============    =============    ===============
  
  Basic net income per share:
      As reported                               $    0.29        $    0.30        $    0.46           $   0.49
                                            ==============    =============    =============    ===============
      Pro forma                                 $    0.26        $    0.28        $    0.34           $   0.43
                                            ==============    =============    =============    ===============
  
  Diluted net income per share:
      As reported                               $    0.29        $    0.29        $    0.46           $   0.47
                                            ==============    =============    =============    ===============
      Pro forma                                 $    0.25        $    0.27        $    0.33           $   0.42
                                            ==============    =============    =============    ===============
  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 expect to
  adopt SFAS No. 123(R) on July 1, 2005.
  
                                         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 December 31, 2004
  
       Net sales for the three months ended December 31, 2004 were $169.8 million,
  an increase of $27.0 million or 18.9% over net sales of $142.8 million for the
  three months ended December 31, 2003. The increase came from increases in sales
  across our Company, including an 8.3% increase in our Celestial Seasonings tea
  brand and an increase of 17.8% in our Canadian business. Sales of our
  low-carbohydrate products declined parallel with trends in the consumer markets;
  however, these sales were replaced by strong sales gains in our DeBoles pasta
  and our Arrowhead Mills brands. During the December 31, 2004 quarter, we
  benefited by approximately 2% from the phasing in of price increases we began to
  implement in July 2004. Sales also 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 December 31, 2004 was 31.4% of net
  sales as compared to 33.0% of net sales for the three months ended December 31,
  2003. The decline in gross profit percentage was principally the result of a
  change in the mix of products sold. This change in mix comes from acquired
  businesses increasing our consolidated sales and thereby reducing the
  proportionate contribution of our higher margin tea products. We also continued
  to incur higher costs of ingredients, increased transportation costs which began
  in the third quarter of fiscal 2004 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. These higher costs
  increased the costs of our products by approximately 2.2%, which amount offset
  the benefit of our price increase.
  
       Selling, general and administrative expenses increased by $5.2 million to
  $35.2 million for the three months ended December 31, 2004 as compared to $30.0
  million for the three months ended December 31, 2003. Such expenses amounted to
  20.7% of net sales for the three months ended December 31, 2004 compared with
  21.0% in the December 31, 2003 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. General and
  administrative expenses for the three months ended December 31, 2004 includes
  approximately $1.2 million for the cost of terminated employees, for non-cash
  compensation charges, and for Sarbanes-Oxley compliance costs.
  
                                         11
  Operating income was $18.1 million for the three months ended December 31,
  2004 compared to $17.1 million for the three months ended December 31, 2003.
  Operating income as a percentage of net sales was 10.6% in the December 31, 2004
  quarter, compared with 11.9% in the December 31, 2003 quarter. 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 $.6 million for the three
  months ended December 31, 2004 compared to $.4 million for the three months
  ended December 31, 2003. Our interest expense was $.4 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
  had $.6 million in net currency exchange gains this quarter as compared to $.4
  million in the prior year quarter, which partially offset the additional
  interest costs.
  
       Income before income taxes for the three months ended December 31, 2004
  amounted to $17.5 million compared to $16.7 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 39% of pre-tax income for the
  three months ended December 31, 2004 compared to 38% for the three months ended
  December 31, 2003. We expect our effective tax rate to approximate 39% during
  the remainder of fiscal 2005.
  
       Net income for the three months ended December 31, 2004 was $10.7 million
  compared to $10.4 million for the three months ended December 31, 2003. The
  increase of $.3 million in earnings was primarily attributable to the
  aforementioned increase in income before income taxes offset by the increase in
  our effective tax rate.
  
  Six Months Ended December 31, 2004
  
       Net sales for the six months ended December 31, 2004 were $307.4 million,
  an increase of $37.6 million or 13.9% over net sales of $269.8 million for the
  six months ended December 31, 2003. The increase came from volume increases and
  from the phasing in of price increases and from sales generated by businesses
  acquired in 2004. During the second quarter ended December 31, 2004, sales of
  our low-carbohydrate products declined parallel with trends in the consumer
  markets; however, these sales were replaced by strong sales gains in our DeBoles
  pasta and our Arrowhead Mills brands. During the first quarter ended September
  30, 2004, sales were negatively impacted by reductions in inventories estimated
  at $12.0 million at two major distributors.
  
       Gross profit for the six months ended December 31, 2004 was 30.0% of net
  sales as compared to 31.2% of net sales for the six months ended December 31,
  2003. 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 which
  began in the third quarter of fiscal 2004 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 $7.5 million to
  $63.4 million for the six months ended December 31, 2004 as compared to $55.9
  million for the six months ended December 31, 2003. Such expenses amounted to
  20.6% of net sales for the six months ended December 31, 2004 compared with
  20.7% for the six months ended December 31, 2003. 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 six months ended December 31, 2004
  includes approximately $1.8 million for the cost of terminated employees, for
  non-cash compensation charges and for Sarbanes-Oxley compliance costs.
  
                                         12
  Operating income was $28.8 million for the six months ended December 31,
  2004 compared to $28.4 million for the six months ended December 31, 2003.
  Operating income as a percentage of net sales was 9.4% for the current year
  period, compared with 10.5% for the prior year period. 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 $1.2 million for the six
  months ended December 31, 2004 compared to $1.1 million for the six months ended
  December 31, 2003. Our interest expense was $.7 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 $.8 million in net currency exchange gains in the current year period as
  compared to $.3 million in net currency exchange losses in the prior year
  period, which partially offset the additional interest costs.
  
       Income before income taxes for the six months ended December 31, 2004
  amounted to $27.6 million compared to $27.3 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 39% of pre-tax income for the
  six months ended December 31, 2004 compared to 38% for the six months ended
  December 31, 2003. We expect our effective tax rate to approximate 39% during
  the remainder of fiscal 2005.
  
       Net income for the six months ended December 31, 2004 and 2003 was $16.9
  million. Although overall dollars were flat period over period, the percentage
  decrease from 6.3% for the prior year period to 5.5% for the current year period
  was primarily attributable to the aforementioned decrease in income before
  income taxes as a percentage of sales offset by the increase in our effective
  tax rate as a percentage of sales.
  
  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 December 31, 2004, we
  had $90.7 million outstanding under the Credit Facility. On February 7, 2005,
  the outstanding borrowings under the Credit Facility were reduced to $82.7
  million by an $8 million repayment.
  
       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 $8.1 million and $12.6 million for the
  six months ended December 31, 2004 and 2003, respectively. Our working capital
  and current ratio was $130.9 million and 3.0 to 1, respectively, at December 31,
  2004 compared with $129.9 million and 2.9 to 1 respectively, at June 30, 2004.
  The increase in working capital resulted principally from a decrease in our
  current liabilities offset by a decrease in current assets. The decrease in
  current assets was driven by a decrease in cash which was used to reduce both
  current liabilities and debt during the six months ended December 31, 2004.
  
       Net cash (used in) provided by financing activities was $(10.9) million and
  $5.2 million for the six months ended December 31, 2004 and 2003, respectively.
  The change was due principally to our pay down of approximately $12.9 million of
  debt offset by proceeds from the exercise of warrants and options of
  approximately $2.0 million during the first six months of fiscal 2005, as
  compared to our pay down of approximately $4.3 million offset by proceeds from
  the exercise of warrants and options of approximately $9.8 million during the
  first six months of fiscal 2004.
  
                                         13
  We believe that cash on hand of $12.3 million at December 31, 2004,
  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 $6 million, and scheduled debt
  and lease payments of approximately $8.6 million for the remainder of fiscal
  2005. We currently invest our cash on hand in highly liquid short-term
  investments yielding approximately 2% interest.
  
  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 approximated $6 million at December 31, 2004 and
  June 30, 2004.
  
       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.
  
                                         14
  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.
  
  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 4. Submission of Matters to a Vote of Security Holders
  
  The Annual Meeting of Stockholders was held on December 2, 2004. The Company
  submitted the following matters to a vote of security holders:
  
       1.   To elect a board of directors to serve until the next Annual Meeting
            of Stockholders and until their successors are duly elected and
            qualified; and
       2.   To amend our 2002 Long Term Incentive and Stock Award Plan to increase
            the number of shares issuable over the term of the plan by 1,800,000
            shares to 4,900,000 shares in the aggregate; and
       3.   To ratify the appointment of Ernst & Young LLP as our registered
            independent accountants for fiscal 2005.
  
  The stockholders elected the persons named below, the Company's nominees for
  directors, as directors for the Company, casting votes as shown below:
  
  ------------------------------------------------------ ------------------
           ELECTION OF DIRECTORS           FOR               WITHHELD
  ------------------------------------------------------ ------------------
  Irwin D. Simon                             32,024,449          2,541,537
  ------------------------------------------------------ ------------------
  Beth L. Bronner                            31,157,998          3,407,988
  ------------------------------------------------------ ------------------
  Jack Futterman                             32,067,389          2,498,597
  ------------------------------------------------------ ------------------
  Daniel R. Glickman                         32,358,627          2,207,359
  ------------------------------------------------------ ------------------
  Barry J. Alperin                           32,289,772          2,276,214
  ------------------------------------------------------ ------------------
  Marina Hahn                                31,693,382          2,872,604
  ------------------------------------------------------ ------------------
  Mitchell A. Ring                           32,095,716          2,470,270
  ------------------------------------------------------ ------------------
  Andrew R. Heyer                            31,410,959          3,155,027
  ------------------------------------------------------ ------------------
  Lewis D. Schiliro                          32,261,889          2,304,097
  ------------------------------------------------------ ------------------
  D. Edward I. Smyth                         32,120,481          2,445,505
  ------------------------------------------------------ ------------------
  Roger Meltzer                              31,751,225          2,814,761
  ------------------------------------------------------ ------------------
  Larry S. Zilavy                            32,292,297          2,273,689
  ------------------------------------------------------ ------------------
  
  The stockholders did not approve the proposal to amend our 2002 Long Term
  Incentive and Stock Award Plan casting 13,635,165 votes in favor, 16,094,136
  votes against, 118,365 abstaining and 4,718,320 not voted.
  
  The stockholders ratified the appointment of Ernst & Young LLP, casting
  34,263,151 votes in favor, 266,536 votes against, and 36,299 abstaining.
  
                                         16
  ITEM 6. EXHIBITS
  
  EXHIBTS
  
  Exhibit Number        Description
  --------------        -----------
  
  10.1 Form of Indemnification Agreement.
  
  10.2 Form of Change in Control Agreement.
  
  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:    February 9, 2005                   /s/ Irwin D. Simon
                                              --------------------------------
                                                  Irwin D. Simon,
                                                  Chairman, President and Chief
                                                  Executive Officer
  
  Date:    February 9, 2005                   /s/ Ira J. Lamel
                                              --------------------------------
                                                  Ira J. Lamel,
                                                  Executive Vice President and
                                                  Chief Financial Officer
  
                                         18