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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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): May 3, 2007

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

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


                    58 South Service Road, Melville, NY 11747
                    (Address of principal executive offices)

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

                                 Not Applicable
          (Former name or former address, if changed since last report)

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Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))


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Item 2.02. Results of Operations and Financial Condition.

The  following  information  is being  furnished  under Item 2.02,  "Results  of
Operations  and  Financial  Condition."  This  information  shall  not be deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange  Act"),  or otherwise  subject to the liabilities of that
Section,  or  incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.

On May 3, 2007, The Hain Celestial Group, Inc. issued the press release attached
as Exhibit 99.1 and  incorporated  by  reference  herein,  announcing  financial
results for its fiscal quarter ended March 31, 2007.


Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits. The following exhibits are filed herewith:


        Exhibit No.          Description
        -----------          -----------

            99.1             Press Release dated May 3, 2007.








                                   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.

Date: May 3, 2007

                                         THE HAIN CELESTIAL GROUP, INC.
                                                  (Registrant)



                                        By: /s/ Ira J. Lamel
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                                            Name:  Ira J. Lamel
                                            Title: Executive Vice President and
                                                   Chief Financial Officer