<PAGE>
                                                                 
                         UNITED  STATES
              SECURITIES  AND  EXCHANGE  COMMISSION
                     Washington, D.C.  20549
                                                                 
                           FORM  10-Q
                                
     [x]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended December 31, 1998

                               OR

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

                 Commission file number 0-22018

                  CELESTIAL  SEASONINGS,  INC.
     (Exact name of Registrant as specified in its charter)


              Delaware                         84-1097571
   (State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)         Identification No.)
                                                    

          4600 Sleepytime Drive, Boulder CO  80301-3292
  (Address of principal executive offices, including zip code)

                         (303) 530-5300
      (Registrant's telephone number, including area code)


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
requirements for the past 90 days.

                     Yes [X]          No [ ]

As  of  January 29, 1999 the Registrant had 8,312,384  shares  of
Common  Stock, $0.01 Par Value, outstanding. This report on  Form
10-Q contains 16 pages.


<PAGE>
                    CELESTIAL  SEASONINGS,  INC.

                                INDEX

PART I - FINANCIAL INFORMATION
------------------------------
                                               PAGE(S)
                                               -------
   ITEM 1. FINANCIAL STATEMENTS                  
                                              
           Unaudited consolidated income             3
           statements
                                                  
           Unaudited consolidated balance            4
           sheets
                                                  
           Unaudited consolidated statements of      5
           cash flows
                                                  
           Notes to unaudited consolidated          6-8
           financial statements
                                                  
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS    9-12
           OF FINANCIAL CONDITION AND RESULTS
           OF OPERATIONS



PART II - OTHER INFORMATION
---------------------------

   ITEM 1.  LEGAL PROCEEDINGS                       13
                                                  
                                                  
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K        13
                                                  
   SIGNATURES                                       14

                                  
                                  
                               PAGE 2                                  
                                  
                                  
<PAGE>
                                  
                                  
                     CELESTIAL SEASONINGS, INC.
                   CONSOLIDATED INCOME STATEMENTS
              (in thousands, except per share amounts)
                             (unaudited)
<TABLE>
<CAPTION>

                                  
                                                   Three Months Ended
                                                      December 31,
                                                   -------------------
                                                    1998      1997
                                                   -------   -------
<S>                                                <C>       <C>
Case volume                                          1,896     1,491

Net sales                                          $37,662   $27,400
Cost of goods sold                                  14,003    10,131
                                                   -------   -------
     Gross profit                                   23,659    17,269

Operating expenses:
     Selling and marketing                          17,244    11,619
     General and administrative                      1,694     1,575
     Amortization of intangibles                       311       320
                                                   -------   -------
          Total operating expenses                  19,249    13,514

Operating income                                     4,410     3,755
Interest expense                                       242       116
                                                   -------   -------
Income before income taxes                           4,168     3,639
Income taxes                                         1,563     1,401
                                                   -------   -------
Net income                                         $ 2,605   $ 2,238
                                                   =======   =======
Earnings per share-basic:
     Net income per common share                   $  0.31   $  0.28
                                                   =======   =======
     Weighted average common shares                  8,307     8,124
                                                   =======   =======
Earnings per share-assuming dilution:
     Net income per common share                   $  0.30   $  0.26
                                                   =======   =======
     Weighted average common shares                  8,771     8,500
                                                   =======   =======
</TABLE>
                                  
   See accompanying notes to unaudited consolidated financial statements.
                                  
                              PAGE 3                                
                                  
                                  
                                  
<PAGE>
                                  
                    CELESTIAL  SEASONINGS,  INC.
                    CONSOLIDATED  BALANCE  SHEETS
                           (in thousands)
                             (unaudited)
                                  
                               ASSETS
<TABLE>
<CAPTION>
                                             December 31,    September 30,
                                                1998             1998
                                             ------------    -------------
<S>                                           <C>               <C>
Current assets:
  Cash and cash equivalents                   $     768         $   2,533
  Accounts receivable, net of allowance
    (Dec. - $756 Sept. - $534)                   19,144            15,156
  Inventory                                      19,204            23,185
  Deferred income taxes                             268                93
  Prepaid income taxes                               -                630
  Prepaid expenses                                3,598             2,111
                                             ----------         ----------
     Total current assets                        42,982            43,708

Property, plant and equipment, net               18,806            19,240
Intangible assets, net                           12,383            12,598
Goodwill, net                                     5,800             5,870
Deferred income taxes                               191               217
Other assets                                      1,027             1,014
                                             ----------         ----------
Total assets                                  $  81,189         $  82,647
                                             ==========         ==========

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                            $   7,095         $   8,656
  Accrued liabilities and wages                   6,966             7,551
  Accrued income taxes                            1,078                -
  Accrued interest payable                           79                47
  Current portion of long-term debt                 300             4,323
                                             ----------         ----------
     Total current liabilities                   15,518            20,577

Long-term debt                                   11,675            10,750

Commitments

Stockholders' equity:
  Common stock, $.01 par value -
   authorized 15,000,000 shares;
    Dec. - issued 8,325,896 shares,
     outstanding 8,308,096 shares;
    Sept. - issued 8,322,528 shares,
     outstanding 8,304,728 shares                    83               83
  Capital surplus                                35,082           35,011
  Retained earnings                              19,006           16,401
  Treasury stock, 17,800 shares of
   common stock at cost                            (175)            (175)
                                              ----------        ---------
     Total stockholders' equity                  53,996           51,320
                                              ----------        ---------
Total liabilities and stockholders' equity    $  81,189        $  82,647
                                              ==========        =========
</TABLE>

   See accompanying notes to unaudited consolidated financial statements.

                            PAGE 4

<PAGE>

                    CELESTIAL SEASONINGS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (in thousands)
                          (unaudited)

<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                          December 31,
                                                       -------------------
                                                        1998        1997
                                                       --------   --------
<S>                                                    <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                             $  2,605   $  2,238
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                            430        324
    Amortization of intangibles                             311        320
    Amortization of financing fees                           52         49
    Deferred income taxes                                  (149)       (17)
    Gain on sale of asset                                  (100)         -
  Changes in operating assets and liabilities:
    Accounts receivable                                  (3,988)    (3,133)
    Inventory                                             3,981     (1,304)
    Prepaid expenses                                     (1,487)       256
    Accounts payable                                     (1,561)       756
    Accrued liabilities and wages                          (585)     1,298
    Accrued income taxes                                  1,708      1,256
    Accrued interest payable                                 32          -
                                                       --------    --------
Net cash provided by operating activities                 1,249      2,043
                                                       --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of asset                               148          -
  Capital expenditures                                      (44)       (18)
  Increase in intangible assets                             (26)       (73)
  Increase in other assets                                  (65)       (14)
                                                       --------    --------
Net cash provided by (used in) investing activities          13       (105)
                                                       --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from common stock issuance                        71        115
  Increase in long-term debt                                  -          -
  Reduction in long-term debt                            (3,098)       (88)
                                                       --------    --------
Net cash (used in) provided by financing activities      (3,027)        27
                                                       --------    --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (1,765)     1,965

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          2,533      2,829
                                                       --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $    768   $  4,794
                                                       ========   ========
CASH PAID FOR INTEREST                                 $    160   $     61
CASH PAID FOR INCOME TAXES                             $      4   $    162

</TABLE>
   See accompanying notes to unaudited consolidated financial statements.

                               PAGE 5                                  
                                  
<PAGE>
                                  
                     CELESTIAL SEASONINGS, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                                  
1.   GENERAL

      Basis  of Presentation - Each fiscal quarter includes  thirteen
weeks.  The Company's first fiscal quarter ends on the last  Saturday
of  December.  For presentation purposes, however, the  first  fiscal
quarter is presented as if it ended on December 31.

      The  unaudited  consolidated financial statements  include  the
accounts  of the Company and its subsidiaries. Intercompany  balances
have been eliminated in consolidation.

      Interim  Financial  Information  -  The  financial  information
contained  herein is unaudited but includes all normal and  recurring
adjustments  which, in the opinion of management,  are  necessary  to
present  fairly the information set forth. The unaudited consolidated
financial  statements  should  be  read  in  conjunction   with   the
consolidated financial statements which are included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1998. The
Company's  business  is  seasonal;  therefore,  results  for  interim
periods are not necessarily indicative of results to be expected  for
the fiscal year of the Company ending September 30, 1999. The Company
believes   that  this  Quarterly  Report  filed  on  Form   10-Q   is
representative of its financial position, its results  of  operations
and  its cash flows for the periods ended December 31, 1998 and  1997
covered thereby.

      Earnings  Per Share - In accordance with Statement of Financial
Accounting  Standards No. 128, "Earnings per Share," the increase  in
weighted  average common shares - assuming dilution  is  due  to  the
application  of  the  treasury  share method  for  outstanding  stock
options. The application of the treasury share method resulted in  an
additional  464,000  and  376,000 weighted  average  shares  for  the
quarters ended December 31, 1998 and 1997, respectively.

      Comprehensive  Income - In June 1997, the Financial  Accounting
Standards  Board  issued Statement of Financial Accounting  Standards
No.  130  ("SFAS  130"), "Reporting Comprehensive Income."  SFAS  130
requires   companies  to  disclose  comprehensive  income   and   its
components. The Company currently has no items of other comprehensive
income and therefore SFAS 130 does not apply.


                               PAGE 6


<PAGE>


      Operating Segments - In fiscal 1999, the Company redefined  its
reportable  segments as wellness products and beverage products.  The
wellness  segment  includes  the  Company's  dietary  supplements  in
capsule  form along with related wellness teas. The beverage  segment
contains the Company's herb, green, specialty black, organic and chai
teas.  The  Company believes that its current  forms  of  advertising 
are  designed  to  develop  an  overall  brand  awareness. Therefore, 
advertising  is   treated  as  a  corporate   expense,  not  directly 
attributable  to  any  one  segment.  Should  the Company  alter  its  
approach  to  advertising,  this   treatment  could   change  in  the  
future.  Trade and consumer promotion  expenses  for specific product
lines are charged directly to operating segments.


<TABLE>
<CAPTION>

                                    Three months ended
                                       December 31,
                                    ------------------
                                      1998      1997
                                    --------  --------
<S>                                 <C>       <C>
Net sales:
     Beverages                      $ 29,816  $ 25,524
     Wellness                          7,846     1,876
                                    --------  --------
           Total net sales          $ 37,662  $ 27,400
                                    ========  ========
Operating income:
     Beverages                      $ 10,385  $  6,595
     Wellness                            576      (330)
                                    --------  --------
                                      10,961     6,265
     Corporate advertising expense    (4,546)     (615)
     General and administrative       (1,694)   (1,575)
     Amortization of intangibles        (311)     (320)
                                    --------  --------
            Total operating income     4,410     3,755
Interest expense                         242       116
                                    --------  --------
Income before income taxes          $  4,168  $  3,639
                                    ========  ========
<CAPTION>
                                 December 31, September 30,
                                     1998        1998
                                    --------  --------
<S>                                 <C>       <C>
Assets:
     Beverages                      $ 59,708  $ 55,894
     Wellness                         15,870    20,341
     Corporate                         5,611     6,412
                                    --------  --------
            Total assets            $ 81,189  $ 82,647
                                    ========  ========
</TABLE>

                             PAGE 7


<PAGE>

2.   DETAIL OF INVENTORY ACCOUNTS
<TABLE>
<CAPTION>

                                 December 31,        September 30,
                                    1998                 1998
                                 ------------        ------------               
<S>                                <C>                 <C>
Raw materials and supplies         $ 11,822            $ 10,941
Work in process                       1,518               2,047
Finished goods                        6,118              10,406
                                   --------            --------
                                     19,458              23,394
Less inventory reserves                 254                 209
                                   --------            --------
Total                              $ 19,204            $ 23,185
                                   ========            ========
</TABLE>


3.   LEGAL  PROCEEDINGS

      On May 5, 1995, a purported stockholder of the Company filed  a
lawsuit,  Schwartz  v. Celestial Seasonings, Inc.  et.  al.,  in  the
United  States  District Court for the District  of  Colorado  (Civil
Action  Number:   95-K-1045), in connection with disclosures  by  the
Company concerning the Company's license agreement with Perrier Group
of  America,  Inc.  which  was terminated on  January  1,  1995.   In
addition to the Company, the complaint names as defendants certain of
the Company's present and former directors and officers, PaineWebber,
Inc., Shearson/Lehman Brothers, Inc., and Vestar/Celestial Investment
Limited Partnership.  The complaint, which was pled as a class action
on  behalf  of persons who acquired the Company's common  stock  from
July  12,  1993 through May 18, 1994, sought money damages  from  the
Company and the other defendants for the class in the amount of their
loss  on  their  investment in the Company's common  stock,  punitive
damages,  costs and expenses of the action, and such other relief  as
the court may order.

     On November 6, 1995, the federal district court granted a motion
by  the  Company and the other defendants to dismiss the  case.   The
court's  order became final on December 11, 1995, after the plaintiff
failed  to  amend  the  complaint within the time  permitted  by  the
district  court. The plaintiff appealed the district court's decision
to  the  United  States Court of Appeals for the  Tenth  Circuit.  On
September 5, 1997, the court of appeals reversed the decision of  the
district  court.  The  court of appeals found  that  the  plaintiff's
complaint alleged sufficient facts to support his claim. The case has
been  returned to the district court for further proceedings and  has
been  certified as a class action. Due to the uncertainties  inherent
in  the  litigation  process, the Company is unable  to  predict  the
outcome of this matter.

                              PAGE 8

<PAGE>

                    CELESTIAL  SEASONINGS,  INC.
       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
               CONDITION  AND  RESULTS  OF OPERATIONS

SEASONALITY

      The Company's business is seasonal and its quarterly results of
operations reflect the results of increased demand for the  Company's
hot  tea  products  in the cooler months of the year.  The  following
table  sets forth selected unaudited quarterly consolidated financial
and operational data for the five most recent quarters.
<TABLE>
<CAPTION>
                                 Quarter Ended
                -------------------------------------------------------
                Fiscal 1999                 Fiscal 1998
                ----------- -------------------------------------------
                  Dec. 31     Sept. 30   June 30   Mar. 31   Dec. 31
                  -------     --------  --------  --------  --------
                                (in thousands)
<S>               <C>          <C>       <C>       <C>       <C>
Case sales          1,896        1,120       857     1,611     1,491
Net sales         $37,662      $23,073   $19,395   $32,329   $27,400
Gross profit       23,659       14,586    12,573    21,131    17,269
Operating income    4,410        1,782       355     5,549     3,755
Operating margin     11.7%         7.7%      1.8%     17.2%     13.7%
Net income        $ 2,605      $ 1,053   $   124   $ 3,341   $ 2,238
Percent of fiscal
  year net sales      N/A         22.6%     19.0%     31.6%     26.8%
                                  
</TABLE>

     Quarterly fluctuations in sales volume and operating results are
due to a number of factors, including the timing of trade promotions,
advertising and consumer promotions. Due to the timing and extent  of
these factors the impact on sales volume and operating results can be
significant.

RESULTS OF OPERATIONS

      The  following  table is derived from the  Company's  unaudited
consolidated income statements for the periods indicated and presents
(i)  the results of operations as a percentage of net sales and  (ii)
the  percentage change in the dollar amounts of each  item  from  the
prior period.

<TABLE>
<CAPTION>

                                                         Period-to-Period
                           Percentage of Net Sales      Increase/(Decrease)
                           -----------------------      -------------------
                             Three Months Ended         Three Months Ended
                                December 31,               December 31,
                             ------------------         ------------------
                              1998        1997            1998 to 1997
                             ------      ------           ------------
<S>                          <C>         <C>                  <C>
Net sales                    100.0%      100.0%               37.5%
Cost of goods sold            37.2        37.0                38.2
                             -----       -----
Gross profit                  62.8        63.0                37.0
Selling and marketing         45.8        42.4                48.4
General and administrative     4.5         5.7                 7.6
Amortization of intangibles    0.8         1.2                (2.8)
                             -----       -----
Operating income              11.7        13.7                17.4
Interest expense               0.6         0.4               108.6
                             -----       -----
Income before income taxes    11.1        13.3                14.5
Income taxes                   4.2         5.1                11.6
                             -----       -----
Net income                     6.9%        8.2%               16.4%
                             =====       =====
</TABLE>

                                  PAGE 9

<PAGE>

THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THE THREE MONTHS
ENDED DECEMBER 31, 1997

      Net  sales.  Net sales for the three months ended December  31,
1998  increased  37.5% to $37.7 million from $27.4  million  for  the
comparable period in fiscal 1998. Net sales growth was primarily  the
result  of  increased sales of the Company's wellness, herb  tea  and
green  tea products. This increase was partially offset by a decrease
in sales of the Company's specialty black tea products. The Company's
wellness products contributed net sales of approximately $7.9 million
during  the first quarter of fiscal 1999, as compared to $1.9 million
for  the  comparable  period  in 1998. Net  sales  of  the  Company's
beverage products increased 17.0% to $29.8 million from $25.5 million
for the comparable period in fiscal 1998.

      Gross  profit. Gross profit for the three months ended December
31,  1998 increased 37.0% to $23.7 million from $17.3 million for the
comparable  period in fiscal 1998. The Company's gross profit  margin
as  a  percent of net sales remained relatively unchanged from  1998.
The Company experienced increased margins in its beverage segment due
to  increased  sales  of  its higher margin green  tea  products  and
decreased sales of its lower margin specialty black tea products. The
increase  was  offset  by the effect of increased  sales  of  dietary
supplements  which have lower margins than most of the Company's  tea
products.

      Selling  and marketing expenses. Selling and marketing expenses
for the three months ended December 31, 1998 increased 48.4% to $17.2
million from $11.6 million for the comparable period in fiscal  1998,
and  increased as a percentage of net sales to 45.8% from 42.4%.  The
increase  in  selling  and marketing expenses was  primarily  due  to
increased advertising expenses associated with building the Company's
brand  awareness  and  increased trade promotion expenses  associated
with the ongoing development of its wellness products.

      General and administrative expenses. General and administrative
expenses for the three months ended December 31, 1998 increased  7.6%
from  the  comparable  period in fiscal  1998,  and  decreased  as  a
percentage  of  net  sales  to  4.5% from  5.7%.   The  increase  was
primarily  due to increased expenses associated with the  support  of
accounts  receivable and increased personnel costs.  These  increases
were  partially  offset by the recognition of a gain associated  with
the  sale  of an asset and the effect of larger acquisition  expenses
during the comparable period in fiscal 1998.

       Amortization  of  intangibles.  Amortization  of  intangibles,
including  amortization of goodwill and other intangible  assets  for
the  three  months  ended  December  31,  1998,  remained  relatively
unchanged from the comparable period in fiscal 1998.

      Operating  income. Operating income for the three months  ended
December 31, 1998, increased 17.4% to $4.4 million from $3.8  million
for  the comparable period in fiscal 1998, primarily due to increased
net sales. Operating income as a percentage of net sales decreased to
11.7%  from  13.7%, primarily due to increased selling and  marketing
expenses.

      Interest  expense. Interest expense for the three months  ended
December  31,  1998  increased 108.6% from the comparable  period  in
fiscal  1998 primarily as a result of increased borrowings under  the
Company's  credit  facility  in support of  accounts  receivable  and
inventories.

      Income  taxes.  Income tax expense for the three  months  ended
December  31,  1998  increased 11.6% from the  comparable  period  in
fiscal 1998 due to increased pre-tax income.

                              PAGE 10

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The operations of the Company historically have been funded with
a  combination of internally generated funds and external borrowings.
Other  than funding ongoing operations, the Company's principal  uses
of  funds  in  the future will be the development of new or  existing
beverage  and  wellness  products and  the  possible  acquisition  of
brands,  product  lines  or other assets.  The  Company  expects  its
primary sources of financing for its future business activities  will
be funds from operations plus borrowings under credit facilities. The
Company  currently  believes that funds  from  operations  and  funds
expected  to  be available under the Company's credit facilities  are
likely  to  be  sufficient to meet operating and capital requirements
unless a significant acquisition is made.

      Cash  and cash equivalents decreased $1.8 million for the three
months ended December 31, 1998. Cash provided by operating activities
was  $1.2  million for the three months ended December 31, 1998.  The
Company's cash flow associated with investing activities was immaterial,
while  financing activities used cash of $3.0 million for  the  three
months ended December 31, 1998.

      The  Company  incurred  capital expenditures  of  approximately
$70,000  during  the three months ended December 31, 1998,  including
$44,000 for factory and computer equipment and $26,000 for the design
and  development  of  new packaging artwork.  The  Company  currently
anticipates making capital expenditures of approximately $3.6 million
in fiscal 1999.

YEAR 2000 COMPLIANCE

     A  number  of  computer programs are written  using  two  digits
rather than four to define the applicable year. As a result, computer
programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in
a   system   failure  or  miscalculations  causing   disruptions   of
operations,  including, among other things, a temporary inability  to
process  transactions,  send invoices, or engage  in  similar  normal
business activities.

     The  Company,  after  an inventory of its business  systems  and
business  interactions, is currently executing a plan to prepare  its
systems  and  business relationships for the Year 2000. Although  the
exact  steps  and  timing  vary depending upon  component  type,  the
Company  expects  to  complete  its  plan  of  preparation  for   all
components on or around July 1, 1999. In the event there is  a  delay
in the completion of the Year 2000 compliance plan, the Company is in
the  process of developing a contingency plan which will include some
non-computerized  backup  systems. The ability  for  the  Company  to
achieve  Year  2000  compliance is, however,  highly  dependent  upon
compliance  of the systems of the Company's customers, suppliers  and
other   third   parties   with  which  the   Company   has   business
relationships.

     The total cost to the Company of Year 2000 compliance activities
has  not  yet  been, and is not anticipated to be,  material  to  its
financial position or results of operations in any given year.  These
costs,  and the date on which the Company plans to complete the  Year
2000  modification and testing processes, are based  on  management's
best  estimates,  which  were derived using numerous  assumptions  of
future   events  including  the  continued  availability  of  certain
resources, third party modification plans and other factors. However,
there  can be no guarantee that these estimates will be achieved  and
actual results could differ from those plans.

                             PAGE 11

<PAGE>

FORWARD LOOKING STATEMENTS

      The  statements contained in this Quarterly Report on Form 10-Q
which  are  not  historical facts, including,  but  not  limited  to,
statements   found  under  the  captions  "Results  of   Operations,"
"Liquidity  and Capital Resources" and "Year 2000 Compliance"  above,
are  forward-looking statements that involve a number  of  risks  and
uncertainties.  The actual results of the future events described  in
such  forward-looking statements could differ materially  from  those
stated  in  such forward-looking statements.  Among the factors  that
could  cause  actual results to differ materially are the  risks  and
uncertainties discussed in this Quarterly Report, including,  without
limitation,   the  portions  of  such  reports  under  the   captions
referenced above, and the uncertainties set forth from time  to  time
in the Company's filings with the Securities and Exchange Commission,
and  other  public statements. Such risks and uncertainties  include,
without  limitation, seasonality, interest in the Company's products,
general  economic conditions, consumer trends, costs and availability
of  raw  materials  and management information systems,  competition,
litigation  and  the effect of governmental regulation.  The  Company
disclaims  any  intention or obligation to update any forward-looking
statements, whether as a result of new information, future events  or
otherwise.

                             PAGE 12

<PAGE>

PART II   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
--------------------------
The  information  in  Note 3 to the Unaudited Consolidated  Financial
Statements included in Part I is incorporated herein.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------                                  
(a)  Exhibits
     --------
Exhibit No.                       Description
-----------                       -----------
 23.1        - Report of Deloitte & Touche LLP on unaudited consolidated
               financial statements
        

(b) Reports on Form 8-K
    -------------------
     There were no reports on Form 8-K for the quarter ended December
     31, 1998.

                              PAGE 13

<PAGE>

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.



                    CELESTIAL SEASONINGS, INC.
                    (Registrant)


     February 5, 1999    By:   /s/ Darrell F. Askey
                               --------------------
                               Darrell F. Askey

                               Vice President - Finance and Chief Financial
                               Officer
                               (Principal Financial Officer)

                             PAGE 14

<PAGE>

                          INDEX TO EXHIBITS


The following exhibits are filed pursuant to Item 601 of Regulation S-K.

                                                        Sequentially
Exhibit                                                   Numbered
  No.                  Description                          Pages
-------                -----------                      ------------
  23.1          - Report of Deloitte & Touche LLP on        
                  unaudited consolidated financial            
                  statements                                  16

                              PAGE 15