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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/10/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Common Stock, par value $0.01 per share ("Common Shares")	08/10/2010		X		2,025,228	A	(9)	5,650,819	I	please see footnotes(1)(2)(3)(4)(5)(6)(7)(10)

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
Call option ("right to purchase")	$11.7	08/10/2010		X		2,025,228		(8)	05/07/2012	Common Stock	2,025,228	$8.77	0	I	please see footnotes(1)(2)(3)(4)(5)(6)(7)(10)
Put option ("obligation to purchase")	$11.7	08/10/2010		X		2,025,228		(8)	05/07/2012	Common Stock	2,025,228	$0.01	0	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(10)

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)

1. Name and Address of Reporting Person* BARBERRY CORP. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN ENTERPRISES HOLDINGS L.P. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN ENTERPRISES G.P. INC. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN OFFSHORE LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN ONSHORE LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN CAPITAL LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* HIGH RIVER LIMITED PARTNERSHIP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* BECKTON CORP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hopper Investments LLC (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

Explanation of Responses:

1. High River Limited Partnership ("High River") directly beneficially owns 1,130,164 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,645,815 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,939,644 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 679,014 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 256,182 Shares.

2. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

3. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

4. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

5. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

6. High River directly beneficially owned 405,046 call options (the "Call Options"), Icahn Partners directly beneficially owned 589,852 Call Options, Icahn Master directly beneficially owned 695,159 Call Options, Icahn Master II directly beneficially owned 243,356 Call Options, and Icahn Master III directly beneficially owned 91,815 Call Options. On August 10, 2010, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 405,046 Shares, 589,852 Shares, 695,159 Shares, 243,356 Shares, 91,815 Shares, respectively.

7. High River directly wrote 405,046 European-style put options (the "Put Options"), Icahn Partners directly wrote 589,852 Put Options, Icahn Master directly wrote 695,159 Put Options, Icahn Master II directly wrote 243,356 Put Options, and Icahn Master III directly wrote 91,815 Put Options. On August 10, 2010, upon exercise of the Call Options, all of the Put Options terminated.

8. The options were exercisable starting on various dates ranging from May 7, 2010 to May 25, 2010.

9. The exercise price upon exercise of the call option was $11.70. In addition, the premium paid for the call option was $8.77.

10. Please reference the Form 4 filing dated August 11, 2010, filed separately by certain other related Reporting Persons.

Remarks:

	CARL C. ICAHN	08/11/2010
	BARBERRY CORP.	08/11/2010
	HIGH RIVER LIMITED PARTNERSHIP	08/11/2010
	ICAHN ENTERPRISES HOLDINGS L.P.	08/11/2010
	BECKTON CORP.	08/11/2010
	ICAHN ENTERPRISES G.P. INC.	08/11/2010
	HOPPER INVESTMENTS LLC	08/11/2010
	ICAHN OFFSHORE LP	08/11/2010
	ICAHN ONSHORE LP	08/11/2010
	ICAHN CAPITAL LP	08/11/2010
	** Signature of Reporting Person	Date
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