SEC Form 3 
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Carroll John	

(Last)	(First)	(Middle)	
58 SOUTH SERVICE ROAD	
SUITE 250	

(Street) 
MELVILLE	NY	11747	

(City)	(State)	(Zip)	
	2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2008 	3. Issuer Name and Ticker or Trading Symbol 
HAIN CELESTIAL GROUP INC [ HAIN ] 		
		4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
Executive Vice President	
	5. 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 Beneficially Owned	
1. Title of Security (Instr. 4) 	2. Amount of Securities Beneficially Owned (Instr. 4) 	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 	4. Nature of Indirect Beneficial Ownership (Instr. 5) 	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 4) 	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 	4. Conversion or Exercise Price of Derivative Security 	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 	6. Nature of Indirect Beneficial Ownership (Instr. 5) 	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				
Stock Option (right to buy)	08/05/2004	08/05/2014	Common Stock	100,000	16.01	D		
Explanation of Responses:	
Remarks:	
Exhibit List Exhibit 99 - Power of Attorney	
	John B. Carroll (by Ira J. Lamel, attorney-in-fact)	01/31/2008	
	** 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 5 (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.	
                         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, IRA J. LAMEL and DENISE M. FALTISCHEK, 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.

            IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 28th day of January, 2008.

/s/ John Carroll
- ----------------
Signature

John Carroll
- ----------------
Print Name

                           INDIVIDUAL ACKNOWLEDGEMENT

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

            On this 28th day of January, 2008, before me personally appeared
John Carroll 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/ Taryna L. Wood            (Seal)
          ------------------

                                       TARYNA L. WOOD
                              NOTARY PUBLIC, STATE OF NEW YORK
                                       NO. 01WO5082022
                                 QUALIFIED IN SUFFOLK COUNTY
                              COMMISSION EXPIRES JULY 14, 2011