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 *
  Anthes Mary Celeste
 2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2008		 3. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [HAIN]
(Last)
(First)
(Middle)
THE HAIN CELESTIAL GROUP, INC., 58 S. SERVICE RD.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MELVILLE, NY 11747		 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 10,545 (1)
D
 
Common Stock 5,974 (2)
D
 
Common Stock 300
D
 

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
Stock Option (Right to Buy) 06/27/2005 09/17/2014 Common Stock 15,000 $ 18.24 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anthes Mary Celeste
THE HAIN CELESTIAL GROUP, INC.
58 S. SERVICE RD.
MELVILLE, NY 11747		       Senior Vice President  

Signatures

Mary Celeste Anthes 10/02/2009
**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) Represents a grant of restricted shares of the Issuer's Common Stock, which vest in three equal portions on March 11, 2010, 2011 and 2012. Upon each vesting event, shares will be withheld to pay taxes.
(2) Represents a grant of 7,000 restricted shares of the Issuer's Common Stock, which vest in three equal portions on April 1, 2009, 2010 and 2011. On April 1, 2009, 2,334 shares vested, of which 1,026 were withheld to pay taxes.

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