Filed by The Hain Food Group, Inc.
              Pursuant to Rule 425 under the Securities Act of 1933
                    and deemed filed pursuant to Rule 14a-12
                   of the Securities and Exchange Act of 1934

                   Subject Company: The Hain Food Group, Inc.
                           Commission File No. 0-22818



           The Hain Food Group, Inc., a Delaware corporation ("Hain")
             and Celestial Seasonings, Inc., a Delaware corporation
      ("Celestial"), jointly prepared the following Q&A in connection with
        a conference call with financial analysts held on March 6, 2000:



                                       Q&A


Strategic

Why did you undertake this consolidation?

     This exciting transaction further establishes Hain's leading position in
     the natural foods category which is fast growing and valued at $20 billion
     in the US alone. Hain has a major share in 12 of the top 15 categories in
     this market; by leveraging Celestial Seasonings' leading market position in
     specialty teas, The Hain Celestial Group will become the leader in the
     three top categories.

     The transaction combines Hain, with its experience in selling to specialty
     natural foods markets, and Celestial Seasonings which has great expertise
     in marketing expertise in the retail mass market. The combination creates
     tremendous growth opportunities while leveraging the combined selling and
     distribution strengths of both brand portfolios.

     In addition, Hain will capitalize upon the strategic alliance that it
     signed with Heinz in September 1999 by expanding distribution of Celestial
     Seasonings' specialty teas through Heinz's international and foodservice
     channels.

Why now?

     Celestial Seasonings is well-positioned, with leading brands in a rapidly
     expanding specialty market. In addition, Hain's growth and market position
     enabled us to undertake this merger. Our recent performance reflected
     record sales, exceptionally strong



                                      -2-


     demand from our key categories, allowing us to be in a strong position to
     undertake strategic transactions.

What are the terms of this transaction?

     Under the terms of the agreement, which was unanimously approved by the
     Boards of Directors of both companies, 1.265 shares of Hain common stock
     will be exchanged for each outstanding Celestial Seasonings share. The
     merger is expected to be accounted for as a pooling of interests and will
     be treated as a tax-free reorganization for all shareholders. Completion of
     the transaction, which is subject to the approval, of stockholders of both
     companies, and customary regulatory approvals, is expected to occur by
     approximately June 2000, the beginning of Hain's next fiscal year.

     Based on Hain's closing stock price on Friday, March 3, 2000, the
     transaction is valued at approximately $390 million, including the
     assumption of net debt.

What premium does that represent for Celestial Seasonings shareholders?

     Based on the closing stock prices on Friday, March 3, 2000, the premium
     would be approximately 15.4%. Based on the average trading ratios of the
     stocks of the two companies over the past year, the 1.265 exchange ratio
     represents an approximately 35% premium.

Isn't that premium too high?

     Not in our view. It is consistent with other premiums paid. Again, keep in
     mind that this is a stock-for-stock exchange with fixed exchange ratios.
     Celestial shareholders have received 37% of the combined company, which is
     less than the amount of net income that they contribute. Given Celestial
     Seasonings' preeminence in its market and the anticipated growth in demand
     for green and wellness teas, in which Celestial Seasonings is the
     recognized leader, we believe that this is an excellent investment.

Is there a collar?

     No. The transaction has been structured as a fixed exchange ratio deal.

Does this transaction require shareholder approval?

     Yes. The merger requires the approval of a majority of Celestial Seasonings
     and Hain shareholders, respectively.



                                      -3-


How much Celestial Seasonings stock is held by insiders?

     Mo Siegel holds 4.9%; Steve Hughes holds 2.6% - including these two
     holdings, the entire insider group owns 10% including the effect of
     options.

How will Celestial Seasonings benefit from being part of Hain?

     Celestial Seasonings will benefit from the cross-fertilization of its
     distribution channels and products. The merger combines Hain's strong
     natural foods brands with Celestial's leading market presence in the food,
     drug and retail mass market channel. The companies' distribution
     infrastructure includes Celestial Seasonings' 80% of sales through retail
     mass market channels and Hain's 60% through natural food channels. The
     merger will propel distribution of Hain's high volume products to grocery
     stores.

     Furthermore, Hain's alliance with Heinz will provide valuable benefits to
     The Hain Celestial Group by expanding distribution of Celestial Seasonings'
     specialty teas through Heinz's international and foodservice channels.

What synergies do you expect from this merger?

     This is a tremendous strategic combination that will help our two companies
     reach new heights together. We expect to see both top-line and cost savings
     synergies. Our complementary distribution channels will help drive upward
     sales of all our products, particularly by channel leveraging through
     growth opportunities in increased grocery revenue. The companies anticipate
     pre-tax cost savings of $5-10 million over the next two year from increased
     cost efficiencies in areas such as procurement. In addition, we hope that
     the new company will benefit from increased market capitalization, enhanced
     credit and a greater share float.

Who approached whom on this transaction and when?

     The transaction is the fruition of Irwin Simon and Mo Siegel's long-time
     vision that combining forces made sense and that the time was right given
     each company's growth.

Will the investment be immediately accretive to EPS? Moderately or
significantly? By how much?

     The transaction will be accretive to Hain's EPS in the first year of
     combined operations, excluding non-recurring merger-related costs.



                                      -4-


When will the deal close?

     Subject to the approval of stockholders of both companies and customary
     regulatory approval, the deal is expected to close by approximately June
     2000, the beginning of Hain's fiscal year 2001.

Will you issue more stock to do this deal?

     No. The transaction is based on a fixed exchange ratio, giving Celestial
     Seasonings shareholders' 37.1% of our stock on a fully diluted basis.

What will be the role of the current Celestial Seasonings management?

     Celestial Seasonings' management and employees are a critical part of this
     merger. Celestial's management will continue to work out of the Boulder
     facility and will have a critical role in both the integration phase of the
     two companies and in contributing to the rapid acceleration of Hain's
     strategy that this merger will facilitate. In particular, Mo Siegel will
     become vice-chairman of the Hain Celestial Group, and will join the Hain
     Board of Directors. Two other members of Celestial Seasonings' Board will
     join the Board of Hain.

If Celestial Seasonings management is expected to continue with the company,
have they signed employment contracts?

     Senior management at Hain currently do not have management contracts
     signed, and we do not anticipate that changing; Celestial's senior
     management have pre-existing employment contracts that will continue.

Will the composition of Hain's Board of Directors change as a result of this
deal?

     Yes - 3 Celestial Seasonings Directors will join Hain's Board of Directors,
     which will increase from 8 to eleven.

How is Hain funding its merger of Celestial Seasonings?

     This is an all-stock transaction [except for funding fractional shares].

Hain

How will this affect your balance sheet?

     Total debt will be $59.6 million; cash will be $3.1 million. Working
     capital will be $50.1 million. In addition, interest coverage ratios all
     become stronger.



                                      -5-


What attracted you to Celestial Seasonings?

     Celestial Seasonings has one of the most recognized brand names in the food
     market. This merger creates a powerhouse in the natural foods industry and
     immediate value for the shareholders of both companies. The transaction
     combines Hain, with its experience in selling to specialty natural foods
     markets, and Celestial Seasonings, which has great expertise in marketing
     expertise in the retail mass market. The combination consolidates Hain's
     position at the top of the natural foods market, gives us leadership in the
     fast-growing category of specialty teas, and creates tremendous growth
     opportunities while leveraging the combined selling and distribution
     strengths of both brand portfolios.

How do you see Hain leveraging this merger?

     We intend to leverage Celestial Seasonings' leading market position in
     specialty teas to further establish our leading position in the major
     natural foods categories. We already have a major share in 12 of the top 15
     categories, and with Celestial Seasonings we will assume a leadership
     position in each of the top three categories. We will also capitalize on
     the strategic alliance that we signed with Heinz in September 1999 by
     expanding distribution of Celestial Seasonings' specialty teas through
     Heinz's international and foodservice channels. Finally, we expect
     tremendous growth opportunities from combining the selling and distribution
     strengths of both brand portfolios.

This is Hain's largest merger or acquisition to date - do you fear you have
bitten off more than you can chew?

     No.

Did Heinz encourage you to do this deal?

     Heinz recognized the innate strengths of this transaction, and is as
     enthusiastic as we are about this merger. Our Board of Directors, that
     includes 2 members of Heinz' senior management team, approved this
     transaction unanimously.

Can we expect further mergers in the near term?

     The company will continue to pursue its strategic objectives aggressively
     in many forms, including additional acquisitions. However, I'm sure you
     understand that as a matter of policy, we do not comment on the possibility
     of future transactions.



                                      -6-


What characterizes the cultures of the two companies? Are they compatible?

     The two companies cultures are very complementary. Both Hain and Celestial
     Seasonings are committed to providing customers with a full range of
     natural foods. We couldn't be happier about the cultural fit.

Celestial Seasonings

How do you expect to take advantage of Hain's resources?

     We intend to leverage Hain's sales and distribution infrastructure in the
     natural foods channel to distribute Celestial Seasonings' products. In
     addition, we will accelerate our distribution of tea through Heinz and
     Hain's existing international and foodservice market infrastructures.

You have been mentioned as an attractive candidate for a strategic transaction -
why did you go with Hain?

     Hain is the leader in the natural and organic foods segments, and has a
     complementary culture.

What will happen to Celestial Seasonings' senior management?

     Celestial Seasonings management and employees are a critical part of this
     merger. We intend to play a full and active role in The Hain Celestial
     Group.

Doesn't cost savings mean job losses? If so, how many?

     There will be some cost savings, but it is too early to speculate on the
     nature or size of any possible changes.

Statements made in this Document that state the intentions, beliefs,
expectations or predictions of The Hain Food Group, Celestial Seasonings, Inc.
or their respective managements for the future are forward-looking statements.
It is important to note that actual results could differ materially from those
projected in such forward-looking statements. Information concerning factors
that could cause actual results to differ materially from those in
forward-looking statements is contained from time to time in filings of each of
The Hain Food Group and Celestial Seasonings, Inc. with the U.S. Securities and
Exchange Commission. Copies of these filings may be obtained by contacting The
Hain Food Group or Celestial Seasonings, Inc. as applicable, or the SEC.

INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO (THE "JOINT PROXY STATEMENT/PROSPECTUS") WHICH
WILL BE PREPARED BY THE HAIN FOOD GROUP



                                      -7-


AND CELESTIAL SEASONINGS, INC. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN INFORMATION IMPORTANT TO INVESTORS.
WHEN COMPLETED, THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO THE
SHAREHOLDERS OF EACH COMPANY. COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS
WILL BE AVAILABLE FOR FREE BY CONTACTING THE HAIN FOOD GROUP OR CELESTIAL
SEASONINGS, INC. OR AT THE SEC'S WEBSITE AT WWW.SEC.GOV.

                                       ###