HAIN CELESTIAL GROUP INC — Director's Dealing 2010

Dec 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2010-12-27

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: IPH GP LLC (10% Owner)
Reporting Person: BECKTON CORP (10% Owner)
Reporting Person: ICAHN CAPITAL LP (10% Owner)
Reporting Person: ICAHN ENTERPRISES G.P. INC. (10% Owner)
Reporting Person: ICAHN ENTERPRISES HOLDINGS L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-27	Common Stock, par value $0.01 per share ("Common Shares")	P	4400	$27.48	Acquired	6663163	Indirect
2010-12-28	Common Shares	P	4200	$27.60	Acquired	6667363	Indirect
2010-12-29	Common Shares	P	9000	$27.65	Acquired	6676363	Indirect

Footnotes

F1: High River Limited Partnership ("High River") directly beneficially owns 1,335,272 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,033,936 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,303,695 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 324,446 Shares.

F2: 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.

F3: 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.

F4: 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.

F5: 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.