Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
HEYER ANDREW R
  2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [HAIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
425 LEXINGTON AVE 3RD FL, CIBC WOOD GUNDY
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2008
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)(1) $ 20.01 02/26/2008   D     15,000 02/12/2002 02/12/2012 Common Stock 15,000 $ 0 0 D  
Stock Option (right to buy)(1) $ 22.08 02/26/2008   D     7,500 02/26/2004 02/26/2014 Common Stock 7,500 $ 0 500 D  
Stock Option (right to buy) (1) $ 18.11 02/26/2008   D     7,500 04/12/2005 04/12/2015 Common Stock 7,500 $ 0 0 D  
Stock Option (right to buy) (1) $ 22.29 02/26/2008   A   15,000   02/12/2002 02/12/2012 Common Stock 15,000 $ 0 15,000 D  
Stock Option (right to buy) (1) $ 22.45 02/26/2008   A   7,500   02/26/2004 02/26/2014 Common Stock 7,500 $ 0 7,500 D  
Stock Option (right to buy) (1) $ 19.54 02/26/2008   A   7,500   04/12/2005 04/12/2015 Common Stock 7,500 $ 0 7,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEYER ANDREW R
425 LEXINGTON AVE 3RD FL
CIBC WOOD GUNDY
NEW YORK, NY 10017
  X      

Signatures

 Andrew R. Heyer (by Ira J. Lamel, attorney-in-fact)   02/27/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The reporting person agreed to an amendment to the exercise price of the outstanding option to reflect a higher exercise price, in connection with the completion of a review of the issuer's stock option practices by certain independant directors of the issuer.

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