SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HEYER ANDREW R

(Last) (First) (Middle)
58 SOUTH SERVICE ROAD

(Street)
MELVILLE NY 11747

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2004
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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
Warrants $3.25 03/29/2004 G(1) 70,000 01/01/1994 04/14/2004 Common Stock 70,000 $0 0 D
Explanation of Responses:
1. Voluntarily reported.
Remarks:
Exhibit 99 - Power of Attorney
/s/ Ira Lamel, attorney-in-fact, THE HAIN CELESTIAL GROUP, INC. 03/31/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 99

                         THE HAIN CELESTIAL GROUP, INC.
                                POWER OF ATTORNEY


     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  each of IRWIN D.  SIMON  and IRA J.  LAMEL,  and  their  assigns,  the
undersigned's true and lawful attorney-in-fact to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
capacity as an officer and/or  director of THE HAIN CELESTIAL  GROUP,  INC. (the
"Company"),  Forms 3, 4 and 5 (or any analogous form), including amendments,  in
accordance  with Section  16(a) of the  Securities  Exchange Act of 1934 and the
rules thereunder;

     (2) do and  perform  any and all acts for and on behalf of the  undersigned
which may be  necessary or desirable to complete and execute any such Forms 3, 4
and 5 (or any  analogous  form) and timely file such form with the United States
Securities and Exchange  Commission and any stock exchange or similar authority;
and

     (3) take any other action of any type  whatsoever  in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required  to file Forms 3, 4 and 5 (or any  analogous
form)  with  respect  to  the  undersigned's  holdings  of and  transactions  in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.




                                      -2-


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of October, 2002.



                                              /s/ Andrew R. Heyer
                                              ----------------------------------
                                                        Signature


                                              Andrew R. Heyer
                                              ----------------------------------
                                                   Print Name


      ____________________________________________________________________


                           INDIVIDUAL ACKNOWLEDGEMENT


STATE OF NEW YORK               )
                                      :  ss.:
COUNTY OF SUFFOLK               )


     On this 8th day of October,  2002,  before me  personally  appeared  Andrew
Heyer  personally known to me to be the person that executed this instrument and
acknowledged to me that he/she executed the same.

     WITNESS my hand and official seal.

Signature /s/ Theresa C. Goodman            (Seal)
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