8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               __________________

                                    FORM 8-K
                                 CURRENT REPORT
                               __________________

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                  June 17, 2003

                         THE HAIN CELESTIAL GROUP, INC.
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             (Exact name of registrant as specified in its charter)


          Delaware                      0-22818                22-3240619
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(State or other jurisdiction          (Commission           (I.R.S. Employer
     of incorporation)                File Number)        Identification No.)


         58 South Service Road
         Melville, New York                                       11747
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         (Address of principal executive offices)               (Zip Code)

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Registrant's telephone number, including area code (631) 730-2200






Item 2.  Acquisition or Disposition of Assets.

     On June 17, 2003, The Hain Celestial Group, Inc., a Delaware corporation
("Hain" or the "Registrant"), acquired the stock of Acirca, Inc., a Delaware
corporation ("Acirca"), through a merger (the "Merger") of Citrus Acquisition
Corp., a Delaware corporation and a newly formed wholly owned subsidiary of Hain
("Citrus Acquisition Corp.") with and into Acirca, under the terms of an
Agreement and Plan of Merger, dated June 17, 2003 among Hain, Acirca and Citrus
Acquisition Corp.

     Aggregate consideration paid by Hain was approximately $13.5 million,
comprised of a combination of cash, 134,797 shares of Hain common stock and the
repayment of certain of Acirca's liabilities. Stockholders of Acirca prior to
the Merger retained Acirca's Organic Ingredients business.

     Hain funded the cash portion of the Merger consideration through borrowings
under its existing credit facility.

     Hain's press release issued upon consummation of the Merger is attached as
Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.  Financial Statements and Exhibits.

(a)  Financial Statements of business acquired.

     The financial statements required by this Item will be filed by Hain by
amendment to this Current Report on Form 8-K no later than August 29, 2003.

(b)  Pro forma financial information.

     The pro forma financial information required by this Item will be filed by
Hain by amendment to this Current Report on Form 8-K no later than August 29,
2003.

(c)  Exhibits.

          (99.1) Press release of Hain dated June 17, 2003.





                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     THE HAIN CELESTIAL GROUP, INC.




Dated:  July 1, 2003                 By:  /s/ Ira J. Lamel
                                          --------------------------------
                                          Ira J. Lamel
                                          Executive Vice President and Chief
                                          Financial Officer






                                  EXHIBIT INDEX


Number              Description
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(99.1)              Press release of Hain dated June 17, 2003.

EX-99.1

                                                                    EXHIBIT 99.1



Contact: Ira Lamel, CFO                              Jeremy Fielding
         The Hain Celestial Group, Inc.              Kekst and Company
         631-730-2200                                212-521-4800


                   HAIN CELESTIAL ACQUIRES WALNUT ACRES BRAND
                         AND PARENT COMPANY ACIRCA INC.

         Hain Celestial Expands into High Growth Organic Juice Category
                    With Well-Established Walnut Acres Brand


MELVILLE, NY, June 17, 2003 - The Hain Celestial Group (NASDAQ:HAIN), the
leading natural and organic food company, today announced that it has acquired
privately-held Acirca, Inc., the owner of the Walnut Acres brand of organic
fruit juices, soups, pasta sauces and salsas. The transaction is expected to be
neutral to Hain Celestial's earnings in the 2004 fiscal year and accretive by
$0.02-0.04 per share in the 2005 fiscal year.

Since June 2000, the financial and investment group Acirca, Inc. has expanded
Walnut Acres, its premier certified organic food and beverage brand by
integrating a series of organic brands including Mountain Sun, ShariAnn's,
Millina's Finest, and Frutti di Bosco into its Walnut Acres flagship. Beginning
with the start of the Company's 2004 fiscal year on July 1, 2003, The Hain
Celestial Group will expeditiously integrate these brands into its existing
business units, similar to its Imagine acquisition, as Acirca does not own any
manufacturing facilities.


Irwin D. Simon, Chairman, President and Chief Executive Officer of the Hain
Celestial Group said, "We are excited to bring the well known Walnut Acres brand
into our portfolio of natural and organic products. Founded in 1946, Walnut
Acres is America's original organic food brand, and is respected throughout our
industry as a gold standard for quality. As part of the Hain Celestial Group, we
will enhance its reputation, while remaining true to its heritage - it will be
one of our brands in which virtually every product carries the USDA Organic
seal.

"This acquisition provides us with our first entry into the high growth juice
category with Walnut Acres' excellent organic juices. With Hain Celestial's
expertise and experience in different beverage formats, including refrigerated,
aseptic and for kids, we will create multiple new opportunities for Walnut Acres
juice. Additionally, through our distribution network and our industry
knowledge, we will expand Walnut Acres juices into a variety of sales channels.

"Walnut Acres will also create marketing and sales synergies for other Hain
Celestial brands. For example, Walnut Acres pasta sauces, coupled with Our
DeBoles pasta, will






provide consumers with an all natural combination, and its outstanding salsas
will be the perfect accompaniment to our Garden of Eatin' Tortilla Chips. And
while we are already the leader in natural soups with Health Valley and Imagine
Organic, Walnut Acres, with its excellent jarred soup products provides
retailers and consumers with a full line of soups from Hain Celestial, packaged
in any way consumers prefer, whether it be jars, cans, shelf stable aseptic, or
in dry cups," concluded Mr. Simon.


Terms of the acquisition were not disclosed. The Walnut Acres brands are
expected to add approximately $20 million in sales to Hain Celestial.

About The Hain Celestial Group

The Hain Celestial Group, headquartered in Melville, NY, is a natural, specialty
and snack food company. The Company is a leader in 13 of the top 15 natural food
categories, with such well-known natural food brands as Celestial Seasonings (R)
teas, Walnut Acres(R), Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice
Dream(R), Soy Dream(R), Imagine(R), Arrowhead Mills(R), Health Valley(R),
Breadshop's(R), Casbah(R), Garden of Eatin(R), Terra Chips(R), Yves Veggie
Cuisine(R), The Good Dog (R), The Good Slice(R), DeBoles(R), Lima(R),
Biomarche(R), Grains Noirs(R), Earth's Best(R), and Nile Spice. The Company's
principal specialty product lines include Hollywood(R) cooking oils, Estee(R)
sugar-free products, Kineret(R) kosher foods, Boston Better Snacks(R), and Alba
Foods(R). The Hain Celestial Group's website can be found at
www.hain-celestial.com.


Statements made in this Press Release that are estimates of past or future
performance are based on a number of factors, some of which are outside of the
Company's control. Statements made in this Press Release that state the
intentions, beliefs expectations or predictions of The Hain Celestial Group and
its management 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 The Hain Celestial Group with the U.S.
Securities and Exchange Commission. Copies of these filings may be obtained by
contacting The Hain Celestial Group or the SEC.

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