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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