Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ICAHN CARL C
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2010
3. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [HAIN]
(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10153
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share ("Common Shares") 3,625,591
I
please see all footnotes (1) (2) (3) (4) (5) (6) (7) (8) (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option ("right to purchase") 05/07/2010 05/07/2012 Common Stock 1,239,624 $ 11.7 I please see all footnotes (1) (2) (3) (4) (5) (6) (7) (8) (9)
Put Option ("obligation to purchase") 05/07/2012 05/07/2012 please see footnote (8) 1,239,624 $ 11.7 I please see all footnotes (1) (2) (3) (4) (5) (6) (7) (8) (9)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153
    X    

Signatures

CARL C. ICAHN 05/13/2010
**Signature of Reporting Person Date

ICAHN PARTNERS LP 05/13/2010
**Signature of Reporting Person Date

ICAHN PARTNERS MASTER FUND LP 05/13/2010
**Signature of Reporting Person Date

ICAHN PARTNERS MASTER FUND II LP 05/13/2010
**Signature of Reporting Person Date

ICAHN PARTNERS MASTER FUND III LP 05/13/2010
**Signature of Reporting Person Date

IPH GP LLC 05/13/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) High River Limited Partnership ("High River") directly beneficially owns 973,043 Shares (including Call Options (as defined below), Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,417,006 Shares (including Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,669,985 Shares (including Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 584,615 Shares (including Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 220,566 Shares (including Call Options).
(2) Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.
(3) Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including Options) except to the extent of their pecuniary interest therein.
(4) Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including Options) which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including Options) except to the extent of their pecuniary interest therein.
(5) Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including Options) which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including Options)except to the extent of their pecuniary interest therein.
(6) High River directly beneficially owns 247,925 call options (the "Call Options"), Icahn Partners directly beneficially owns 361,043 Call Options, Icahn Master directly beneficially owns 425,500 Call Options, Icahn Master II directly beneficially owns 148,957 Call Options, and Icahn Master III directly beneficially owns 56,199 Call Options.
(7) High River directly wrote 247,925 European-style put options (the "Put Options," and together with the Call Options, the "Options"), Icahn Partners directly wrote 361,043 Put Options, Icahn Master directly wrote 425,500 Put Options, Icahn Master II directly wrote 148,957 Put Options, and Icahn Master III directly wrote 56,199 Put Options.
(8) The Call Options reference an aggregate of 1,239,624 shares of common stock of The Hain Celestial Group Inc. and have an exercise price of $11.70, and expire on May 7, 2012. The Put Options have an exercise price of $11.70, reference an aggregate of 1,239,624 underlying Shares and expire on May 7, 2012. The Put Options provide that they settle in cash.
(9) Please reference the Form 3 filing dated May 13, 2010, filed separately by certain other related Reporting Persons.

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