FORM 10-Q


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


               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For the quarterly period ended: 12/31/00         Commission file number: 0-22818
                                --------                                 -------



                         THE HAIN CELESTIAL GROUP, INC.
                         ------------------------------

             (Exact name of registrant as specified in its charter)


              Delaware                                   22-3240619
- -------------------------------                     ---------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)


       50 Charles Lindbergh Boulevard, Uniondale, New York          11553
     -----------------------------------------------------------------------
           (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:   (516) 237-6200
                                                     -----------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirement for the past 90 days.


         Yes         X                               No
                  -------                                     -------


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


33,222,527 shares of Common Stock $.01 par value, as of February 12, 2001.


                                        1




                         THE HAIN CELESTIAL GROUP, INC.
                                      INDEX


                                                                            Page
Part I              Financial Information

Item 1.             Financial Statements

           Consolidated Balance Sheets - December 31, 2000
           (unaudited) and June 30, 2000                                      2

           Consolidated Statements of Income - Three months and
           six months ended December 31, 2000 and 1999 (unaudited)            3

           Consolidated Statements of Cash Flows - Six months
           ended December 31, 2000 and 1999 (unaudited)                       4

           Consolidated Statement of Stockholders' Equity -
           Six months ended December 31, 2000 (unaudited)                     5

           Notes to Consolidated Financial Statements                    6 to 9


Item 2.    Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            10 to 14


Item 3.    Quantitative and Qualitative Disclosures
           About Market Risk                                                 14

Part II             Other Information

           Items 1, 3 and 5 are not applicable

           Item 2 - Change in Securities and Use of Proceeds                 14

           Item 4 - Submission of Matters to a Vote
                             of Securities Holders                           15

           Item 6 - Exhibits and Reports on Form 8-K                         15

           Signatures                                                        16


                                        1



THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share and share amounts)
                                                        December 31,   June 30,
                                                            2000        2000
                                                       -------------  ---------
                           ASSETS                       (Unaudited)     (Note)
Current assets:
Cash                                                      $ 47,291     $ 38,308
Accounts receivable, less allowance for doubtful            52,477       36,120
  accounts of $988 and $929
Inventories                                                 48,048       48,139
Recoverable income taxes                                         -        7,982
Deferred income taxes                                        8,724        8,724
Other current assets                                         4,041        3,611
                                                        -----------  -----------
Total current assets                                       160,581      142,884

Property, plant and equipment, net of accumulated           43,492       39,340
  depreciation and amortization of $22,269 and $19,471
Goodwill, net of accumulated amortization of $15,625       185,695      188,212
  and $13,109
Trademarks and other intangible assets, net of              38,750       39,086
  accumulated amortization of $6,182 and $5,594
Deferred financing costs, net of accumulated                   417          238
  amortization of $337 and $328
Other assets                                                 6,291        6,257
                                                        -----------  -----------
Total assets                                             $ 435,226    $ 416,017
                                                        ===========  ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses                     $ 36,896     $ 43,039
Income taxes payable, net                                    4,969            -
Accrued merger related charges                               2,301        9,414
Current portion of long-term debt                              857          681
                                                        -----------  -----------
Total current liabilities                                   45,023       53,134

Long-term debt, less current portion                         5,221        5,622
Deferred income taxes                                        5,537        5,537
                                                        -----------  -----------
Total liabilities                                           55,781       64,293

Commitments and contingencies

Stockholders' equity:
Preferred stock - $.01 par value, authorized 5,000,000           -            -
  shares, no shares issued
Common stock - $.01 par value, authorized 100,000,000          333          321
  shares, issued 33,256,427 and 32,147,261 shares
Additional paid-in capital                                 337,679      326,641
Retained earnings                                           41,708       25,037
                                                        -----------  -----------
                                                           379,720      351,999
Less: 100,000 shares of treasury stock, at cost               (275)        (275)
                                                        -----------  -----------
Total stockholders' equity                                 379,445      351,724
                                                        -----------  -----------
Total liabilities and stockholders' equity               $ 435,226    $ 416,017
                                                        ===========  ===========


Note:  The balance sheet at June 30, 2000 has been derived from the audited
financial statements at that date.

See notes to consolidated financial statements.

                                        2


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share amounts)



                                                   Three Months Ended December 31,  Six Months Ended December 31,
                                                   -----------------------------   ------------------------------
                                                          2000          1999            2000           1999
                                                       ----------    ---------       ---------       ---------
                                                             (Unaudited)                   (Unaudited)
                                                                                      
Net Sales                                              $ 116,025    $116,675       $  209,678     $  204,615
Cost of sales                                             62,297      60,472          115,542        115,081
                                                     ------------   ----------      -----------   ------------
Gross profit                                              53,728      56,203           94,136         89,534

Selling, general & administrative expenses                35,116      39,169           62,401         70,285
Merger costs                                                   -           -            1,032              -
Amortization of goodwill and other intangible assets       1,674       1,727            3,248          3,297
                                                     ------------   ----------      -----------   ------------

Operating income                                          16,938      15,307           27,455         15,952

Other income, net                                            865         753            1,462            753
Interest and financing costs                                (104)     (1,421)            (175)        (4,366)
                                                     ------------   ----------      -----------   ------------

Income before income taxes and                            17,699      14,639           28,742         12,339
  cumulative change in accounting principle
Provision for income taxes                                 7,433       6,138           12,071          5,050
                                                     ------------   ----------      -----------   ------------

Income before cumulative change in                        10,266       8,501           16,671          7,289
   accounting principle

Cumulative change in accounting principle, net of              -           -                -         (3,754)
  income tax benefit of $2,547
                                                     ------------   ----------      -----------   ------------

Net income                                              $ 10,266     $ 8,501         $ 16,671        $ 3,535
                                                     ============   ==========      ===========   ============

Basic earnings per common share:
Income before cumulative change in                        $ 0.31      $ 0.30           $ 0.51         $ 0.27
  accounting principle
  Cumulative change in accounting principle                    -           -                -          (0.14)
                                                     ------------   ----------      -----------   ------------
Net income                                                $ 0.31      $ 0.30           $ 0.51         $ 0.13
                                                     ============   ==========      ===========   ============

Diluted earnings per common share:
Income before cumulative change in                        $ 0.30      $ 0.28           $ 0.49         $ 0.25
  accounting principle
Cumulative change in accounting principle                      -           -                -          (0.13)
                                                     ------------   ----------      -----------   ------------
Net income                                                $ 0.30      $ 0.28           $ 0.49         $ 0.12
                                                     ============   ==========      ===========   ============

Weighted average common shares outstanding:
Basic                                                     33,038      28,613           32,667         26,744
                                                     ============   ==========      ===========   ============
Diluted                                                   34,660      30,472           34,340         28,982
                                                     ============   ==========      ===========   ============


See notes to consolidated financial statements.

                                                          3


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)



                                                                 Six Months Ended December 31,
                                                               --------------------------------
                                                                    2000            1999
                                                                 ----------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES                                     (Unaudited)

                                                                            
Net income                                                        $ 16,671        $ 3,535
Adjustments to reconcile net income to net cash
  provided by operating activities
Cumulative change in accounting principle                                -          3,754
Depreciation and amortization of property and equipment              2,939          2,535
Amortization of goodwill and other intangible assets                 3,248          3,284
Amortization of deferred financing costs                                 9            415
Provision for doubtful accounts                                        128           (134)
Deferred income taxes                                                    -         (2,593)
Other                                                                   24             23
Increase (decrease) in cash attributable to changes in
  assets and liabilities, net of amounts applicable to
  acquired businesses:
Accounts receivable                                                (16,485)       (10,540)
Inventories                                                             91          1,138
Other current assets                                                  (430)        (1,365)
Other assets                                                          (234)        (1,314)
Accounts payable and accrued expenses                              (12,982)         7,633
Income tax payable, net                                             12,951          4,524
                                                                 ----------    -----------

Net cash provided by operating activities                            5,930         10,895
                                                                 ----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses                                               -         (4,625)
Purchases of property and equipment and other                       (7,749)        (6,501)
  intangible assets
Proceeds from sale of assets                                             -            304
                                                                 ----------    -----------

Net cash used in investing activities                               (7,749)       (10,822)
                                                                 ----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
(Repayments)/proceeds from bank revolving credit facility, net           -          2,705
Repayment of term loan facilities                                        -        (81,759)
Payments on economic development revenue bonds                        (166)          (158)
Costs in connection with bank financing                                  -            (26)
Proceeds from private equity offering, net of expenses                   -         80,589
Proceeds from exercise of warrants and options, net of              11,026          1,078
  related expenses
Payment of other long-term debt and other liabilities                  (58)          (164)
                                                                 ----------    -----------

Net cash provided by financing activities                           10,802          2,265
                                                                 ----------    -----------

Net increase in cash and cash equivalents                            8,983          2,238
Cash and cash equivalents at beginning of period                    38,308            712
                                                                 ----------    -----------

Cash and cash equivalents at end of period                        $ 47,291        $ 3,050
                                                                 ==========    ===========


See notes to consolidated financial statements.


                                        4



THE HAIN CELESTIAL GROUP, INC.  AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000
(In thousands, except per share and share data)



                                         Common Stock
                                 ---------------------------  Additional                     Treasury Stock
                                                   Amount      Paid-in       Retained    ---------------------
                                      Shares      at $.01      Capital       Earnings      Shares     Amount      Total
                                 ------------------------------------------------------------------------------------------

                                                                                            
Balance as June 30, 2000            32,147,261      $ 321     $ 326,641     $ 25,037      100,000     $ (275)    $ 351,724

Exercise of common stock               114,666          1           918                    14,347       (475)          444
 warrants, net of related
 expenses

Exercise of stock options            1,008,847         11        10,571                                             10,582

Retirement of Treasury Shares          (14,347)                    (475)                  (14,347)       475             -

Non-cash compensation charge                                         24                                                 24

Net income for the period                                                     16,671                                16,671
                                 ------------------------------------------------------------------------------------------
Balance at December 31, 2000        33,256,427      $ 333     $ 337,679     $ 41,708      100,000     $ (275)    $ 379,445
                                 ==========================================================================================


See notes to consolidated financial statements.

                                                         5




THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.       GENERAL:

         The Hain Celestial Group, Inc.  (formerly known as The Hain Food Group,
Inc. or "Hain"),  headquartered  in Uniondale,  NY, is a natural,  specialty and
snack food  company.  The  Company is a leader in many of the top  natural  food
categories, with such well-known natural food brands as Celestial Seasonings (R)
teas, Hain Pure Foods(R),  Westbrae(R),  Westsoy(R),  Arrowhead Mills(R), Health
Valley(R),  Breadshop's(R),  Casbah(R),  Garden  of  Eatin(R),  Terra  Chips(R),
DeBoles(R),   Earth's  Best(R),  and  Nile  Spice(R).  The  Company's  principal
specialty product lines include  Hollywood(R)  cooking oils, Estee(R) sugar-free
products,  Weight  Watchers(R)  dry products,  Kineret(R)  kosher foods,  Boston
Better Snacks(R), and Alba Foods(R).

         The Company and its subsidiaries  operate in one business segment:  the
sale of natural,  organic and other food and  beverage  products.  Since  fiscal
2000,  approximately  55% of the  Company's  revenues were derived from products
which are  manufactured  within its own facilities  with 45% produced by various
co-packers.  There  are  no  co-packers  who  manufactured  10% or  more  of the
Company's products.

         Certain  reclassifications have been made in the consolidated financial
statements to conform to current year's presentation.

2.       BASIS OF PRESENTATION:

         All amounts in the consolidated  financial statements have been rounded
to the nearest thousand dollars, except share and per share amounts.

         The accompanying  consolidated  financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required by generally accepted accounting  principles.  In the opinion
of management,  all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended December 31, 2000 are not  necessarily  indicative of
the results that may be expected for the year ending June 30, 2001. Reference is
made to the footnotes to the audited  consolidated  financial  statements of the
Company  and  subsidiaries  as at June  30,  2000 and for the  year  then  ended
included  in the  Company's  Annual  Report  on Form  10-K for  information  not
included in these condensed footnotes.

3.       Celestial Merger

         On May 30, 2000,  Hain completed a merger (the "Merger") with Celestial
Seasonings,  Inc.  ("Celestial")  by issuing 10.3 million  shares of Hain common
stock in exchange for all of the  outstanding  common stock of  Celestial.  Each
share of Celestial  common stock was  exchanged  for 1.265 shares of Hain common
stock. In addition, Hain assumed all Celestial stock options previously granted.
As part of the Merger,  Hain changed its name to The Hain Celestial Group,  Inc.
Celestial,  the common stock of which was  previously  publicly  traded,  is the
market leader in specialty teas.

         The  Merger  was   accounted   for  as  a   pooling-of-interests   and,
accordingly,  all prior period  consolidated  financial  statements of Hain have
been restated to include the results of operations,  financial position and cash
flows of Celestial.  Information  concerning common stock,  employee stock plans
and per share data has been restated on an equivalent share basis.

         During the six months ended December 31, 2000, the Company  incurred $1
million of Merger related employee costs.

                                        6




THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


4.  RESTRUCTURING AND OTHER NON-RECURRING CHARGES

         During the fourth quarter of fiscal 2000,  the Company  approved a plan
to streamline  and  restructure  certain  non-core  businesses  and  consolidate
warehouses  and  information  systems  within  the  Company's  distribution  and
operating  network which resulted in a pre-tax  charge of $3.7 million.  At June
30,  2000 the  Company  had  accrued  approximately  $2 million of future  costs
associated with this restructuring charge. During the three and six months ended
December 31, 2000, approximately $.2 million and $.4 million,  respectively, was
charged to the accrual, bringing the remaining balance to $1.6 million which has
been  included in accounts  payable  and  accrued  expenses on the  Consolidated
Balance Sheet at December 31, 2000.

         In  addition,  during  the  three  months  ended  September  30,  1999,
Celestial decided to cease production of its 30-count  supplements  product line
and focus its efforts on its 60-count  product  line.  In  conjunction  with the
discontinuance  of the 30-count  products,  Celestial  decided to offer a return
program to its customers.  Accordingly,  Celestial reversed sales ($5.1 million)
and recorded  additional cost of sales ($4.0 million) for the estimated 30-count
products still with  customers and an estimated  write-down of inventory on hand
and expected to be returned.

         Additionally,  in September 1999,  Celestial  entered into a settlement
agreement  relating to a shareholder  lawsuit  resulting in a one-time charge of
$1.2  million  which has been  included in selling,  general and  administrative
expenses.

5.       ACCOUNTING FOR CERTAIN SALES INCENTIVES

         In May 2000,  the  Emerging  Issues Task Force  ("EITF")  issued  Issue
00-14,  Accounting for Certain Sales  Incentives.  Under the consensus,  certain
sales  incentives must be recognized as a reduction of sales,  rather than as an
expense (the Company includes such sales incentives within selling,  general and
administrative  expenses).  Upon  application of this  consensus,  the Company's
earnings  for  current  and prior  periods  will not be  changed,  but  rather a
reclassification  will take place within the  Consolidated  Statements of Income
for all periods presented for comparative purposes.  The Company is not required
to adopt this consensus until its fourth quarter (June 30, 2001).

         Had EITF 00-14 been adopted at the beginning of the  six-month  periods
ended December 31, 2000 and 1999,  the Company's net sales and selling,  general
and  administrative  expenses  would have each been reduced by  $29,579,000  and
$31,630,000, for the respective periods.

6.       CUMULATIVE CHANGE IN ACCOUNTING PRINCIPLE

         In April 1998, the American  Institute of Certified Public  Accountants
issued SOP 98-5, "Reporting Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5
was adopted by the Company  effective July 1, 1999, and requires  start-up costs
capitalized  prior to such  date be  written-off  as a  cumulative  effect of an
accounting  change  as of July 1,  1999,  and any  future  start-up  costs to be
expensed as incurred.  Start-up activities are defined broadly as those one-time
activities related to introducing a new product or service, conducting business

                                        7




THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


in a new  territory,  conducting  business  with  a new  class  of  customer  or
commencing  some new  operations.  In  accordance  with SOP  98-5,  the  Company
recorded  a  one-time  non-cash  charge in the  first  quarter  of  fiscal  2000
reflecting the  cumulative  effect of a change in accounting  principle,  in the
amount  of  $3.8  million,  net  of tax  benefit,  representing  start-up  costs
capitalized as of the beginning of fiscal year 2000.


7.       INVENTORIES:

         Inventories consist of the following:

                                         December 31, 2000  June 30, 2000
                                         -----------------  -------------

         Finished goods                      $  28,769      $   28,730
         Raw materials and packaging            19,279          19,409
                                             ---------      ----------
                                             $  48,048      $   48,139
                                             =========      ==========



8.       PROPERTY, PLANT AND EQUIPMENT:

         Property, plant and equipment consist of the following:


                                     December 31,                June 30,
                                           2000                     2000
                                        ---------                 ------
Land                                   $    6,049              $    6,049
Building and improvements                  10,646                  10,579
Machinery & equipment                      33,856                  33,890
Assets held for sale                            -                     197
Furniture and fixtures                      2,640                   2,580
Leasehold improvements                      5,270                   5,014
Construction in progress                    7,300                     502
                                        ---------               ---------
                                           65,761                  58,811
Less:
Accumulated depreciation and
  amortization                             22,269                  19,471
                                        ---------               ---------
                                        $  43,492               $  39,340
                                        =========               =========



                                                         8




THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


9.       EARNINGS PER SHARE:

The Company reports basic and diluted earnings per share in accordance with FASB
Statement No. 128,  "Earnings Per Share" ("SFAS 128").  Basic earnings per share
excludes  any dilutive  effects of options and  warrants.  Diluted  earnings per
share includes all dilutive common stock  equivalents  such as stock options and
warrants.

The following table sets forth the computation of basic and diluted earnings per
share pursuant to SFAS 128:


                                           Three Months Ended   Six Months Ended
                                              December 31          December 31
                                             -------------        ------------
                                             2000       1999     2000     1999
                                          ---------  ---------  -------  ------

Numerator:
Numerator for basic and diluted
 earnings per share -
Income before cumulative change in
  accounting principle                     $ 10,266  $  8,501  $16,671  $  7,289
 Cumulative change in accounting principle    -          -        -      (3,754)
                                           --------  --------  ------- --------
Net income                                 $ 10,266  $  8,501  $16,671  $  3,535
                                           ========  ========  =======  ========
Denominator:
Denominator for basic earnings per
  share -  weighted average shares
  outstanding during the period              33,038    28,613   32,667    26,744
                                           --------  --------  -------  --------
Effect of dilutive securities:

Stock options                                 1,385     1,488    1,417     1,688
Warrants                                        237       371      256       496
                                           --------  --------  -------  --------
                                              1,622     1,859    1,673     2,184
                                           --------  --------  -------  --------
Denominator for diluted earnings
  per share - adjusted weighted average
  shares and assumed conversions             34,660    30,472   34,340    28,982
                                           ========  ========  =======  ========
Basic earnings per share:
 Income before cumulative change in
   accounting principle                    $   0.31  $   0.30  $  0.51  $   0.27
 Cumulative change in accounting principle    -          -        -       (0.14)
                                           --------  --------  ------- --------
 Net income                                $   0.31  $   0.30  $  0.51  $   0.13
                                           ========  ========  =======  ========
Diluted earnings per share:
 Income before cumulative change in
  accounting principle                     $   0.30  $   0.28  $  0.49  $   0.25
 Cumulative change in accounting principle    -          -        -       (0.13)
                                           --------  --------  ------- --------
 Net income                                $   0.30  $   0.28  $  0.49  $   0.12
                                           ========  ========  =======  ========



                                        9





ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS


Results of Operations

Three months ended December 31, 2000

         Net  sales for the  three  months  ended  December  31,  2000 were $116
million, a decrease of $.7 million or 1% over net sales of $116.7 million in the
quarter ended  December 31, 1999.  The decrease is primarily due to: a change in
the  billing  arrangements  with  our  medically  directed  brands  sold  to our
exclusive domestic  distributor;  our net billing arrangement for certain of our
club store channel  products  sold to Heinz and a change in management  focus on
the selling of  Celestial  supplements.  In addition,  production  issues in the
second quarter  impacted the Company's  revenue for its Hain and Arrowhead Mills
brands,  and Terra Chips reached capacity in the second quarter,  thus impacting
sales to new customers.  On a pro forma comparable  basis,  sales increased $5.5
million  or 5%,  primarily  from our rocket  brands of  Celestial  Teas,  Health
Valley, Terra Chips, Earth's Best and Westsoy.

         Gross profit for the three months ended  December 31, 2000 decreased by
approximately  $2.5 million to $53.7 million (46.3% of net sales) as compared to
$56.2  million  (48.2%  of net  sales) in the  corresponding  1999  period.  The
decrease in gross profit dollars is a result of the aforementioned change in the
billing  arrangements  ($3.2 million).  Gross profit  percentage  decreased 1.9%
primarily from the mix of products sold, a carryover effect of higher costs from
the labor action  associated with the Health Valley plant  previously  discussed
and higher freight costs associated with rising fuel prices.

         Selling,  general and administrative expenses decreased by $4.1 million
to $35.1  million for the three  months  ended  December 31, 2000 as compared to
$39.2 million in the December 31, 1999 quarter. Such expenses as a percentage of
net sales  amounted  to 30.3% for the  three  months  ended  December  31,  2000
compared with 33.6% in the December 31, 1999 quarter.  The dollar  decrease is a
combination  of $1.5 million of synergies  realized in the December  2000 period
resulting  from  the  Celestial  merger,  approximately  $1.0  million  in lower
advertising  and  promotion  costs and the  remainder  coming  from lower  other
selling,  general and administrative expense components.  To date, a substantial
portion of synergies  from the Celestial  merger have been  identified and it is
expected  that  the  integration  process  will be  substantially  completed  by
calendar  2002. It is expected that in the next couple of fiscal  quarters,  the
Company  plans to invest in consumer  spending and to enhance brand equity while
closely  monitoring  its trade  spending.  These  consumer  spending  categories
include,  but are not limited to,  consumer  advertising  using radio and print,
coupons,  direct mailing  programs,  and other forms of promotions.  There is no
guarantee that these investments in consumer spending will be successful, and as
the  Company  attempts  to monitor  its trade  spending  and  increase  consumer
awareness, there may be a period of overlap.

         Amortization  of  goodwill  and  other   intangible   assets  was  both
approximately $1.7 million for the December 2000 and 1999 periods.  Amortization
expense  in total  amounted  to 1.4% and 1.5% of net sales for the three  months
ended December 31, 2000 and 1999, respectively.

         Operating income increased by $1.6 million compared to the 1999 period.
Operating  income as a percentage of net sales amounted to 14.6%,  compared with
13.1% in the December 1999 quarter. The dollar and percentage increase resulted

                                       10





principally  from  lower  selling,  general,   administrative  and  amortization
expenses offset by lower gross profit.

         Interest and other income  amounted to $.9 million for the three months
ended December 31, 2000 compared with $.8 million in the  corresponding  period.
This  increase is a direct result of the interest  earned on the increased  cash
balance  (approximately  $50 million) during the three months ended December 31,
2000 compared to investment  gains in marketable  securities  purchased and sold
within the December 1999 period.

         Interest and  financing  costs for the three months ended  December 31,
2000 amounted to approximately $.1 million, compared to $1.4 million in the 1999
period.  This  decrease is a result of  significantly  reduced debt levels ($6.1
million  outstanding  at December 31, 2000 compared with $60 million at December
31,  1999).  The  average  interest  rate was 5.5% in the  December  2000 period
compared with approximately 8.5% in the December 1999 period.

         Income before income taxes for the three months ended December 31, 2000
increased to $17.7 million (15.3% of net sales) from $14.6 million (12.5% of net
sales) in the  corresponding  1999  period.  This $3.1  million  improvement  in
profitability  was  attributable  to the  aforementioned  increase in  operating
income, as well as the other income generated.

         Income  taxes  increased  to $7.4  million for the three  months  ended
December 31, 2000 compared to $6.1 million in the corresponding 1999 period. The
effective  tax rate was  42.0% in the 2000  period  compared  with  41.9% in the
corresponding 1999 period. The lower tax rate in 1999 was a result of additional
tax  deductions  generated  from  Celestial's   contributions  of  its  30-count
supplements  to a  qualified  organization.  The  Company  expects  its  pre-tax
earnings  will be taxed at a 42.0%  effective  rate  for the  remainder  of this
fiscal year.

         Net income for the three  months ended  December 31, 2000  increased to
$10.3  million  (8.8% of net sales) from $8.5 million (7.3% of net sales) in the
corresponding  1999  period.  This $1.8  million  improvement  in  earnings  was
primarily  attributable to the  aforementioned  increase in income before income
taxes offset by higher income taxes.

Six months ended December 31, 2000

         Net  sales for the six  months  ended  December  31,  2000 were  $209.7
million,  an increase of $5.1  million  over net sales of $204.6  million in the
quarter  ended  December  31,  1999.  The  increase is  primarily  the result of
Celestial  recording  sales returns of $5.1 million in the September 1999 period
related to the returns of its 30-count  supplements  product line. As previously
mentioned,  our net sales were  affected  by  changes  in billing  arrangements,
redirection  of  management  focus on certain  product lines  (supplements)  and
production issues for certain of our products.  On a pro forma comparable basis,
net sales increased by approximately $10 million with the growth coming from our
Westsoy, Health Valley, Earth's Best, and Terra Chips brands.

         Gross  profit for the six months ended  December 31, 2000  increased by
approximately  $4.6 million to $94.1 million (44.9% of net sales) as compared to
$89.5  million  (43.8%  of net  sales) in the  corresponding  1999  period.  The
increase in gross  profit  dollars was a direct  result of the  increased  sales
level in 2000 along with  reductions in gross profit  dollars of $4.0 million in
the September 30, 1999 period resulting from the inventory  write-down Celestial
recorded related to its 30-count supplement line. Gross profit percentage

                                       11





decreased 2.2% (exclusive of the supplement  sales returns and inventory  write-
downs in the 1999  period)  primarily  from mix of products  sold,  higher costs
associated  with the Health  Valley brand as a result of intensive  preparations
for a potential labor action at the Health Valley plant, previously discussed in
the Company's  September 2000 Form 10-Q which the Company has resolved,  the mix
of products sold and additional  warehousing and freight costs,  principally due
to the  opening  of the new  Ontario,  California  distribution  center and fuel
surcharges.

         Selling,  general and administrative expenses decreased by $7.9 million
to $62.4 million for the six months ended December 31, 2000 as compared to $70.3
million in the December 31, 1999  quarter.  Such expenses as a percentage of net
sales amounted to 29.8% for the six months ended December 31, 2000 compared with
34.3% in the December 31, 1999 quarter.  The dollar decrease is a combination of
$2.7 million of synergies  realized in the December 2000 period  resulting  from
the  Celestial  merger,  a $1.2  million  nonrecurring  charge  incurred  in the
September 1999 period as a result of a shareholder lawsuit settled by Celestial,
approximately  $1.0  million  lower  advertising  and  promotion  costs and $2.8
million of lower other selling,  general and administrative  expense components.
To date, a substantial  portion of synergies from the Celestial merger have been
identified and it is expected that the integration  process will be completed by
calendar 2002.

         Merger related charges  amounted to $1 million for the six months ended
December 31, 2000.  There were no merger  related  charges in the  corresponding
period.  Merger  related  charges  incurred  relate to  certain  employee  costs
associated with the Celestial merger.

         Amortization  of  goodwill  and  other   intangible   assets  was  both
approximately $3.2 million for the December 2000 and 1999 periods.  Amortization
expense in total  amounted  to 1.6% of net sales for both the six  months  ended
December 31, 2000 and 1999, respectively.

         Operating  income  increased  by  $11.5  million  compared  to the 1999
period.  Operating  income  as a  percentage  of net  sales  amounted  to 13.1%,
compared  with 7.8% in the  December  1999  period.  The dollar  and  percentage
increase resulted principally from higher gross profit, lower selling,  general,
administrative expenses, offset by higher merger related costs.

         Other income amounted to $1.5 million for the six months ended December
31, 2000 compared with $.8 million in the corresponding period. This increase is
a direct result of the interest  earned on the increased cash balance during the
December 31, 2000 period compared with the December 1999 period.

         Interest and financing costs for the six months ended December 31, 2000
amounted to  approximately  $.2  million,  compared to $4.4  million in the 1999
period.  This decrease is a result of the aforementioned  significantly  reduced
debt levels at December 31, 2000 compared to the December 31, 1999 period.

         Income  before  income  taxes  and  cumulative   change  in  accounting
principle for the six months ended  December 31, 2000 increased to $28.7 million
(13.7% of net sales) from $12.3 million (6.0% of net sales) in the corresponding
1999 period. This $16.4 million improvement in profitability was attributable to
the  aforementioned  increase in operating  income,  as well as the other income
generated.

     Income taxes  increased to $12.1 million for the six months ended  December
31, 2000 compared to a $5.1 million in the corresponding 1999 period. The

                                       12





effective  tax  rate  was  42.0% in the  2000  period  compared  to 40.9% in the
corresponding 1999 period. The lower tax rate in 1999 was a result of additional
tax  deductions  generated  from  Celestial's   contributions  of  its  30-count
supplements  to a  qualified  organization.  The  Company  expects  its  pre-tax
earnings  will be taxed at a 42.0%  effective  rate  for the  remainder  of this
fiscal year.

         Income before  cumulative  change in  accounting  principle for the six
months ended December 31, 2000 increased to $16.7 million (8% of net sales) from
$7.3 million  (3.6% of net sales) in the  corresponding  1999 period.  This $9.4
million improvement in earnings was primarily attributable to the aforementioned
increase in income  before  income  taxes and  cumulative  change in  accounting
principle.

Change in Accounting Principle:

         In April 1998, the American  Institute of Certified Public  Accountants
issued  Statement of Position  98-5,  "Reporting  Costs of Start-up  Activities"
("SOP  98-5").  SOP 98-5 was effective  beginning on July 1, 1999,  and required
that  start-up  costs  capitalized  prior  to  such  date  be  written-off  as a
cumulative  effect  of an  accounting  change  as of July 1,  1999.  Any  future
start-up costs are being  expensed as incurred.  Start up activities are broadly
defined as those one time  activities  related to  introducing  a new product or
service, conducting business in a new territory,  conducting business with a new
class of customer or commencing some new operation. In accordance with SOP 98-5,
the Company  recorded a one-time  non-cash charge in the first quarter of fiscal
2000 reflecting the cumulative  effect of a change in accounting  principle,  in
the amount of $3.8 million, net of tax benefit, representing such start-up costs
capitalized as of the beginning of fiscal year 2000.

Liquidity and Capital Resources

     The Company  requires  liquidity for working capital needs and debt service
requirements.

     The Company had working  capital and a current ratio of $115.6  million and
3.6 to 1,  respectively,  at December 31, 2000 as compared to $89.8  million and
2.7 to 1,  respectively,  at June 30, 2000. The increase in working  capital and
the current ratio is primarily  attributable  to cash flows from  operations and
financing activities. The cash flow from financing activities is attributable to
the exercise of stock options and warrants  during the six months ended December
31, 2000.

         The Company believes that its cash on hand of $47.3 million at December
31,  2000,  as well as cash flows from  operations  are  sufficient  to fund its
working  capital  needs,  anticipated  capital  expenditures,   other  operating
expenses,  as well as provide liquidity to pay down the remaining merger related
and restructuring  accruals  (aggregating  approximately $2.7 million of accrued
merger costs and $1.6 million of  restructuring  accruals)  existing at December
31,  2000  for the  remainder  of  fiscal  2001.  Of the $4.3  million  of these
accruals,  approximately  $3.5 will be utilized  during the  remainder of fiscal
2001.  The  Company is  currently  investing  its cash on hand in highly  liquid
short-term investments yielding approximately 6.25% interest.

         In  addition,  in July 2000,  the  Company  entered  into a  short-term
revolving  credit facility with a bank providing the Company with $50 million of
revolving credit to fund operations. As of February 12, 2001, approximately $4.5
million has been borrowed on this facility.


                                       13





Seasonality

         Sales of food and beverage products consumed  generally decline to some
degree  during the Summer  months  (the first  quarter of the  Company's  fiscal
year).  However, the Company believes that such seasonality has a limited effect
on operations.

Inflation

         The Company does not believe that inflation had a significant impact on
the Company's results of operations for the periods presented.

Note Regarding Forward Looking Information

         Certain  statements  contained  in  this  Quarterly  Report  constitute
"forward-  looking  statements"  within  the  meaning  of  Section  27A  of  the
Securities  Act and  Sections  21E of the  Exchange  Act.  Such  forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which  may  cause  the  actual  results,  levels  of  activity,  performance  or
achievements of the Company,  or industry  results,  to be materially  different
from any  future  results,  levels  of  activity,  performance  or  achievements
expressed or implied by such forward- looking statements.  Such factors include,
among others,  the  following:  general  economic and business  conditions,  the
ability of the Company to implement its business and acquisition  strategy;  the
ability to effectively integrate its acquisitions; the ability of the Company to
obtain financing for general corporate  purposes;  competition;  availability of
key  personnel,  and  changes  in, or the  failure  to comply  with  governments
regulations. As a result of the foregoing and other factors, no assurance can be
given as to the future results,  levels of activity and achievements and neither
the  Company  nor  any  person  assumes  responsibility  for  the  accuracy  and
completeness of these statements.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company has not entered  into market risk  sensitive  transactions
required to be disclosed under this item.

Part II - OTHER INFORMATION

Item 2. - Changes in Securities and Use of Proceeds

As  previously  disclosed in the Company's  filings on September  27, 1999,  the
Company  announced  that it had entered into a global  strategic  alliance  with
Heinz  related  to  the  production  and   distribution   of  natural   products
domestically and internationally.  In connection with the alliance,  the Company
issued  2,837,343  shares of its  common  stock,  par value  $.01 per share to a
wholly-owned subsidiary of Heinz, for an aggregate purchase price of $82,383,843
under a  Securities  Purchase  Agreement  dated  September  24, 1999 between the
Company and the Heinz Subsidiary. In addition, as part of the consideration paid
by the  Company  to the  Heinz  Subsidiary  in  connection  with  the  Company's
acquisition of the Earth's Best trademarks, the Company issued 670,234 shares of
its common stock to Earth's Best.

On June 19, 2000, the Heinz  Subsidiary  executed its preemptive right under the
aforementioned  Security Purchase Agreement to purchase additional shares of the
Company's common stock. The Company issued  2,582,774  additional  shares to the
Heinz Subsidiary for an aggregate purchase price of $79,743,147.

The issuance of the above securities were deemed to be exempt from  registration
under the  Securities  Act in reliance  on Section  4(2) of  Securities  Act for
transactions by an issuer not involving any public offering.

                                       14





Item 4. - Submission of Matters to a Vote of Security Holders

The Annual  Meeting of  Stockholders  was held on December 5, 2000.  The Company
submitted the following matters to a vote of security holders:

     1. To elect a board of directors to serve until the next Annual  Meeting of
Stockholders and until their successors are duly elected and qualified; and

     2. To  ratify  the  appointment  of  Ernst & Young  LLP as our  independent
auditors  for fiscal 2001 (Ernst & Young LLP were the  independent  auditors for
the fiscal year ended June 30, 2000); and

     3. To consider and act upon a stockholder  proposal requesting the board of
directors to adopt a policy of removing  genetically  engineered  foods from our
brand name or private label products,  which proposal is opposed by our board of
directors.

The  stockholders  elected the persons named below,  the Company's  nominees for
directors,  as directors of the Company,  casting  approximately  24,600,000 (on
average) votes in favor of each nominee and  withholding  approximately  165,000
votes (on average) for each nominee:

                  Irwin D. Simon
                  Morris J. Siegel
                  Andrew R. Heyer
                  Beth L. Bronner
                  Jack Futterman
                  James Gold
                  Joseph Jimenez
                  Marina Hahn
                  Gregg Ostrander
                  Nigel Clare
                  Roger Meltzer

The  stockholders  ratified  the  appointment  of  Ernst  &  Young  LLP  casting
approximately 24,623,000 votes in favor, 210,000 against and 14,700 abstaining.

The  stockholders  did  not  approve  the  adoption  of  a  policy  of  removing
genetically  engineered  foods from the  Company's  brand name or private  label
products casting approximately 18,970,000 votes against, approximately 1,370,000
in favor, approximately 953,000 abstaining and 3,550,000 not voting.

Item 6. - Exhibits and Reports on Form 8-K

(a)      Exhibits

         27.1              Financial Data Schedule for the six months ended
                           December 31, 2000

         27.2              Financial Data Schedule for the six months ended
                          December 31, 1999 (restated)


(b)      Reports on Form 8-K

None.


                                                        15





                                                    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 thereunto duly authorized.


                                          THE HAIN CELESTIAL GROUP, INC.





Date:     February 13, 2001               /s/ Irwin D. Simon
                                          -----------------------------
                                          Irwin D. Simon,
                                          President and Chief
                                          Executive Officer







Date:     February 13, 2001               /s/ Gary M. Jacobs
                                          -----------------------------
                                          Gary M. Jacobs,
                                          Executive Vice President, Finance
                                          and Chief Financial Officer















                                       16