This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Statement on Schedule 13D, originally filed on October 6, 1999, as amended by Amendment No. 1 filed on June 19, 2000 (as heretofore amended and supplemented, the “Schedule 13D”), by H. J. Heinz Company, a Pennsylvania corporation, and Boulder, Inc. (formerly Earth’s Best, Inc.), an Idaho corporation, relating to the purchase of shares of common stock, $0.01 par value, of The Hain Celestial Group, Inc. (formerly The Hain Food Group, Inc.) (the “Company”).

     Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

     The items of the Schedule 13D set forth below are hereby amended as follows:

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

     This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): H. J. Heinz Company (“Heinz”), a Pennsylvania corporation, Heinz Management, L.L.C. (“Heinz Management”), a Delaware limited liability corporation and a wholly owned subsidiary of Heinz, H. J. Heinz Company, L.P. (“Heinz LP”), a Delaware limited partnership the general partner of which is Heinz Management, and HJH One, L.L.C. (“HJH One”), a Delaware limited liability corporation and a wholly owned subsidiary of Heinz LP.

     The address of the principal businesses and the principal offices of Heinz and Heinz Management is 600 Grant Street, Pittsburgh, Pennsylvania 15219. The addresses of the principal businesses and the principal offices of HJH One and Heinz LP are 2541 North Stokesberry Place, Suite 100, Meridian, Idaho 83642 and 357 Sixth Avenue, Pittsburgh, Pennsylvania 15222, respectively. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Heinz, as of the date hereof, is set forth on Schedule A hereto, which is incorporated herein by reference.

     Heinz manufactures and markets an extensive line of processed food products throughout the world. The principal business of Heinz Management is to act as the general partner of Heinz LP. Heinz LP manufactures and markets an extensive line of processed food products in the United States. The principle business of HJH One is to own shares of the Common Stock.

     During the past five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons listed on Schedule A hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in the Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

     HJH One has acquired and, for the purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to own beneficially, in the aggregate 6,090,351 shares of Common Stock. The Common Stock held by HJH One represents approximately 16.4% of the voting stock of Hain.

     Except as set forth in this Item 5, none of the Reporting Persons, or any person controlling any Reporting Person, or, to the best of the knowledge of the Reporting Persons, any persons named in Schedule A hereto (i) owns beneficially any shares of Common Stock or (ii) has effected any transactions in the Common Stock since October 5, 2005, other than D. Edward I. Smyth, Senior Vice President—Corporate and Government Affairs and Chief Administrative Officer of Heinz, who has the right to acquire, directly or indirectly, 23,000 shares of Common Stock.