SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

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


For the Quarterly Period Ended March 31, 2000     Commission file number 0-18761


                           HANSEN NATURAL CORPORATION
             (Exact name of Registrant as specified in its charter)


          Delaware                                     39-1679918
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization                     Identification No.)


                        2380 Railroad Street, Suite 101,
                            Corona, California 92880
               (Address of principal executive offices) (Zip Code)


                                (909) 739 - 6200
               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        



              The registrant had 10,109,431 shares of common stock
                          outstanding as of May 1, 2000



<PAGE>

                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                 March 31, 2000

                                                        INDEX

<TABLE>
<S>      <C>                                                                                 <C>

                                                                                             Page No.


Part I.  FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of March 31, 2000
                     and December 31, 1999                                                       3

                  Consolidated Statements of Income for the
                     three-months ended March 31, 2000 and 1999                                  4

                  Consolidated Statements of Cash Flows for the
                     three-months ended March 31, 2000 and 1999                                  5

                  Notes to Consolidated Financial Statements                                     6


Item 2.           Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                         7



Part II. OTHER INFORMATION


Items 1-5.        Not Applicable                                                                 16


Item 6.           Exhibits and Reports on Form 8-K                                               16

                  Signatures                                                                     16

</TABLE>



                                       2

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999 (Unaudited)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------

                                                                                      March 31,               December 31,
                                                                                        2000                      1999
                                                 ASSETS
<S>                                                                             <C>                       <C>
CURRENT ASSETS:
Cash and cash equivalents                                                       $           133,687       $         2,009,155
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $383,875
    in 2000 and $415,305 in 1999 and promotional allowances
    of $1,723,575 in 2000 and $1,651,604 in 1999)                                         4,244,322                 3,751,258
Inventories, net                                                                          9,994,854                 9,894,414
Prepaid expenses and other current assets                                                   707,029                   553,689
Deferred income tax asset                                                                   743,364                   743,364
                                                                                --------------------      --------------------
                                                                                         15,823,256                16,951,880

PROPERTY AND EQUIPMENT, net                                                                 596,502                   504,191

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $3,077,699 in 2000 and $2,995,285 in 1999)                                        10,690,510                10,768,493
Deposits and other assets                                                                   611,579                   484,388
                                                                                --------------------      --------------------
                                                                                         11,302,089                11,252,881
                                                                                --------------------      --------------------
                                                                                $        27,721,847       $        28,708,952
                                                                                ====================      ====================

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term borrowings                                                           $           350,000       $                 -
Accounts payable                                                                          4,552,072                 5,936,873
Accrued liabilities                                                                         240,143                   345,794
Accrued compensation                                                                         41,629                   462,285
Current portion of long-term debt                                                           885,416                   863,501
Income taxes payable                                                                        770,565                   346,636
                                                                                --------------------      --------------------
    Total current liabilities                                                             6,839,825                 7,955,089

LONG-TERM DEBT, less current portion                                                        702,716                   902,716

DEFERRED INCOME TAX LIABILITY                                                             1,225,271                 1,225,271

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  10,106,198 and
    10,010,084 shares issued
    in 2000 and 1999 respectively                                                            50,531                    50,050
Additional paid-in capital                                                               11,569,593                11,340,074
Retained earnings                                                                         7,923,855                 7,235,752
Common stock in treasury, at cost - 149,175 and 0 shares
    in 2000 and 1999 respectively                                                          (589,944)                        -
                                                                                --------------------      --------------------
    Total shareholders' equity                                                           18,954,035                18,625,876
                                                                                --------------------      --------------------
                                                                                $        27,721,847       $        28,708,952
                                                                                ====================      ====================

</TABLE>


                                       3

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (Unaudited)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------


                                                                                 2000                        1999

<S>                                                                       <C>                         <C>
NET SALES                                                                        $ 15,978,002                $ 15,229,104

COST OF SALES                                                                       8,774,042                   7,821,425
                                                                          --------------------        --------------------

GROSS PROFIT                                                                        7,203,960                   7,407,679

OPERATING EXPENSES:
Selling, general and administrative                                                 5,953,412                   5,771,247
Amortization of trademark license and trademarks                                       82,659                      74,148
Other operating expenses                                                                    -                      15,000
                                                                          --------------------        --------------------

     Total operating expenses                                                       6,036,071                   5,860,395
                                                                          --------------------        --------------------

OPERATING INCOME                                                                    1,167,889                   1,547,284

NON-OPERATING EXPENSE (INCOME):
Interest and financing expense                                                         28,295                      63,031
Interest income                                                                        (7,244)                    (26,159)
                                                                          --------------------        --------------------

     Net non-operating expense                                                         21,051                      36,872

                                                                          --------------------        --------------------
INCOME BEFORE PROVISION
     FOR INCOME TAXES                                                               1,146,838                   1,510,412

PROVISION FOR INCOME TAXES                                                            458,735                     601,500
                                                                          --------------------        --------------------

NET INCOME                                                                          $ 688,103                   $ 908,912
                                                                          ====================        ====================


NET INCOME PER COMMON SHARE:
     Basic                                                                             $ 0.07                      $ 0.09
                                                                          ====================        ====================
     Diluted                                                                           $ 0.07                      $ 0.09
                                                                          ====================        ====================


NUMBER OF COMMON SHARES USED
     IN PER SHARE COMPUTATIONS:
     Basic                                                                          9,998,657                   9,924,933
                                                                          ====================        ====================
     Diluted                                                                       10,481,940                  10,521,733
                                                                          ====================        ====================
</TABLE>




                                       4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (Unaudited)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                     2000                1999
<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $       688,103     $       908,912
Adjustments to reconcile net income to
   net cash provided by operating activities:
       Amortization of trademark license and trademarks                                 82,414              74,148
       Depreciation and other amortization                                              45,995              64,226
       Compensation expense related to issuance of stock options                                            24,341
       Deferred income taxes                                                                               150,375
       Effect on cash of changes in operating assets and liabilities:
        Accounts receivable                                                           (493,064)         (1,329,237)
        Inventories                                                                   (100,440)           (194,695)
        Prepaid expenses and other current assets                                     (153,340)            (97,233)
        Accounts payable                                                            (1,384,801)          1,885,093
        Accrued liabilities                                                           (105,651)            (75,573)
        Accrued compensation                                                          (420,656)           (294,597)
        Income taxes payable                                                           423,929          (1,068,875)
                                                                               ----------------    ----------------
          Net cash (used in) provided by operating activities                       (1,417,511)             46,885

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                    (138,306)           (103,270)
Increase in trademark license and trademarks                                            (4,431)
Decrease in note receivable from director                                                                   10,274
Increase in deposits and other assets                                                 (127,191)           (101,559)
                                                                               ----------------    ----------------
          Net cash used in investing activities                                       (269,928)           (194,555)

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings                                                      350,000
Principal payments on long-term debt                                                  (178,085)         (1,602,576)
Issuance of common stock                                                               230,000              20,700
Purchases of treasury stock                                                           (589,944)
                                                                               ----------------    ----------------
          Net cash used in financing activities                                       (188,029)         (1,581,876)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                -                  -

                                                                               ----------------    ----------------
NET DECREASE IN CASH                                                                (1,875,468)         (1,729,546)
CASH AND CASH EQUIVALENTS, beginning of the period                                   2,009,155           3,806,089
                                                                               ----------------    ----------------
CASH AND CASH EQUIVALENTS, end of the period                                   $       133,687     $     2,076,543
                                                                               ================    ================
                                                                               

SUPPLEMENTAL INFORMATION Cash paid during the period for:
       Interest                                                                $        22,078     $        75,252
                                                                               ================    ================
       Income taxes                                                            $        34,806     $     1,520,000
                                                                               ================    ================
</TABLE>


NONCASH TRANSACTIONS:
       During the three month period ended March 31,  2000,  the Company  issued
            4,114 shares of common stock to employees in  connection  with a net
            exercise of options to purchase 5,600 shares of common stock.



                                       5

<PAGE>

HANSEN NATURAL CORPORATION

NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS FOR THE THREE-MONTHS ENDED MARCH 31,
2000 AND YEAR ENDED DECEMBER 31, 1999
------------------------------------------------------------------------------

1.       BASIS OF PRESENTATION

         Reference is made to the Notes to Consolidated Financial Statements, in
         the Company's Form 10-K for the year ended December 31, 1999,  which is
         incorporated  by  reference,  for a  summary  of  significant  policies
         utilized by Hansen Natural Corporation  ("Hansen" or "Company") and its
         wholly-owned  subsidiaries,  Hansen  Beverage  Company ("HBC") and Hard
         Energy Company.  The  information set forth in these interim  financial
         statements  is  unaudited  and  may  be  subject  to  normal   year-end
         adjustments.  The information  reflects all adjustments,  which include
         only normal recurring  adjustments,  which in the opinion of management
         are necessary to make the financial statements not misleading.  Results
         of operations  covered by this report may not necessarily be indicative
         of results of operations for the full fiscal year.

  2.              INVENTORIES

         Inventories consist of the following at:

                                              March 31,           December 31,
                                               2000                   1999
                                         ----------------      -----------------
         Raw materials                    $  3,663,621            $ 3,615,269
         Finished goods                      6,499,641              6,442,193
                                         ----------------      -----------------
                                            10,163,262             10,057,462
         Less inventory reserves              (168,408)              (163,048)
                                         ----------------      -----------------
                                           $ 9,994,854            $ 9,894,414
                                         ================      =================



                                       6

<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

--------------------------------------------------------------------------------

General

     The  increase in sales and  profitability  that was achieved by the Company
during  the first  quarter  of 1999 was  attributable  in large  measure  to the
introduction  during that quarter of the  Company's  Healthy Start juice line in
multi-serve  P.E.T.  bottles,  which were sold  mainly to club  stores,  and the
Signature  Soda line.  Late in the first  quarter  of 2000,  the  Company  began
introducing its new Slim Down functional  drink and its Healthy Start juice line
in glass bottles.  However,  due to the late  introduction,  the contribution by
those products to sales during the quarter was minimal.

     The  increase  in sales  during  the first  quarter  of 2000 was  primarily
attributable to sales of the Company's children's  multi-vitamin juice drinks in
8.45-oz.  aseptic  packages,  which were introduced  during the third quarter of
1999, and increased  sales of the Company's  functional  drinks in 8.2-oz.  slim
cans. Such increase was,  however,  largely offset by decreased sales of Healthy
Start juices in multi-serve  PET bottles and, to a lesser  extent,  by decreased
sales of Smoothies in 11.5-oz.  cans, Signature Sodas,  Smoothies in multi-serve
PET bottles, and teas, lemonades and juice cocktails.

     Due to the lower  gross  profit  margins  achieved  by the  Company  on its
children's  multi-vitamin juice drinks in 8.45-oz.  aseptic packages compared to
Healthy  Start juices and  Signature  Sodas,  the overall  gross  profit  margin
achieved by the Company during the first quarter of 2000 decreased to 45.1% from
48.6% during the first quarter of 1999.

     The  Company  continues  to  incur  expenditures  in  connection  with  the
development and introduction of new products and flavors.

     During the first quarter of 2000, the Company repurchased 149,175 shares of
its common stock at an average price of $3.95 per share.




                                       7

<PAGE>
Results of Operations for the Three-months  Ended March 31, 2000 Compared to the
Three-months Ended March 31, 1999

     Net  Sales.  For the  three-months  ended  March 31,  2000,  net sales were
approximately  $16.0  million,  an  increase of $749,000 or 4.9% higher than the
$15.2 million net sales for the three-months  ended March 31, 1999. The increase
in net sales was primarily attributable to sales of the Company's  multi-vitamin
juice  drinks,  which  were  introduced  in the  third  quarter  of 1999,  Super
Smoothies,  which  were  also  introduced  in the  third  quarter  of 1999,  and
increased sales of the Company's energy and other  functional  drinks in 8.2 oz.
slim cans and sodas in cans.  The  increase in net sales was  largely  offset by
decreased  sales of Healthy Start juices in  multi-serve  PET bottles,  and to a
lesser extent,  decreased sales of Smoothies in 11.5 oz. cans,  Signature Sodas,
Smoothies in multi-serve PET bottles, and teas, lemonades and juice cocktails.

     Gross  Profit.  Gross  profit was $7.2 million for the  three-months  ended
March 31, 2000, a decrease of $204,000 or 2.8% lower than the $7.4 million gross
profit for the  three-months  ended March 31, 1999. Gross profit as a percentage
of net sales decreased to 45.1% for the  three-months  ended March 31, 2000 from
48.6% for the  three-months  ended March 31, 1999.  The decrease in gross profit
and gross  profit as a percentage  of net sales was  primarily  attributable  to
lower margins achieved as a result of a change in the Company's product mix.

     Total Operating  Expenses.  Total operating  expenses were $6.0 million for
the  three-months  ended March 31, 2000,  an increase of $176,000 or 3.0% higher
than total operating  expenses of $5.9 million for the three-months  ended March
31, 1999.  Total  operating  expenses as a percentage of net sales  decreased to
37.8% for the three-months ended March 31, from 38.5% for the three-months ended
March  31,  1999.  The  increase  in  total  operating  expenses  was  primarily
attributable to increased  selling,  general and  administrative  expenses.  The
decrease in total operating  expenses as a percentage of net sales was primarily
attributable  to a  comparably  lower  increase in total  operating  expenses as
compared to the increase in net sales.

     Selling,  general and  administrative  expenses  were $6.0  million for the
three-months  ended March 31, 2000,  an increase of $182,000 or 3.2% higher than
selling,   general  and   administrative   expenses  of  $5.8  million  for  the
three-months  ended  March 31,  1999.  The  increase  in  selling,  general  and
administrative expenses was primarily attributable to increased slotting fees of
$336,000 for the three-months  ended March 31, 2000 as compared to slotting fees
of $50,000 for the three-months ended March 31, 1999 and increased  distribution
expenses.  The  increase in selling,  general and  administrative  expenses  was
partially  offset by a  decrease  in certain  selling  and  marketing  expenses,
particularly  expenditures relating to in-store  demonstrations and the costs of
merchandise displays.

     Operating  Income.  Operating  income was $1.2 million for the three-months
ended March 31,  2000,  a decrease  of  $380,000  or 24.5% lower than  operating
income of $1.5  million for the  three-months  ended March 31,  1999.  Operating
income as a percentage of net sales decreased to 7.3% for the three-months ended
March 31,  2000 from  10.2%  for the  three-months  ended  March 31,  1999.  The
decrease in operating  income was  attributable to a $204,000  decrease in gross
profit and an increase of $176,000 in operating expenses. The 2.9% decrease


                                       8

<PAGE>
in operating income as a percentage of net sales was partially attributable to a
3.6%  decrease in gross profit as a percentage  of net sales which was partially
offset by a 0.7% decrease in operating expenses as a percentage of net sales.

     Net Non-operating  Expense.  Net non-operating  expense was $21,000 for the
three-months ended March 31, 2000, a decrease of $16,000 or 42.9% lower than net
non-operating  expense of $37,000 for the three-months ended March 31, 1999. Net
non-operating  expense  consists of interest and financing  expense and interest
income. Interest and financing expense for the three-months ended March 31, 2000
was $28,000 as compared to  interest  and  financing  expense of $63,000 for the
three-months  ended March 31,  1999.  The  decrease in  interest  and  financing
expense was primarily  attributable  to lower interest  expense  incurred on the
Company's  long-term  debt,  which  was  substantially  lower  than the  average
outstanding long-term debt during the comparable period in 1999. Interest income
for the three-months  ended March 31, 2000 was $7,000 as compared to $26,000 for
the  three-months  ended March 31,  1999.  The  decrease in interest  income was
primarily   attributable   to  decreased   cash   available   for  investing  in
interest-bearing securities during the period.

     Provision for Income Taxes. Provision for income taxes for the three-months
ended March 31, 2000 was $459,000 as compared to  provision  for income taxes of
$602,000 for the comparable  period in 1999. The $143,000  decrease in provision
for income taxes was primarily attributable to the decrease in operating income.

     Net Income.  Net income was $688,000 for the  three-months  ended March 31,
2000,  a decrease of $221,000 or 24.3% lower than net income of $909,000 for the
three-months  ended March 31, 1999. The decrease in net income was  attributable
to the  decrease in gross  profit of  $204,000  and the  increase  in  operating
expenses of $176,000 which was partially offset by the decrease in non-operating
expense of $16,000 and the decrease in provision for income taxes of $143,000.

Liquidity and Capital Resources

     As of March 31, 2000, the Company had working capital of $9.0 million which
was  comparable  to working  capital of $9.0  million as of December  31,  1999.
Increases in working  capital were primarily  attributable  to net income earned
after  adjustments  for certain  noncash  expenses,  primarily  amortization  of
trademark  license  and  trademarks  and  depreciation  and other  amortization.
Decreases  in working  capital  were  primarily  attributable  to  purchases  of
treasury stock, repayments made in reduction of HBC's term loan and increases in
noncurrent assets.

     Net cash used in  operating  activities  increased  to $1.4 million for the
three-months  ended March 31, 2000 as compared to net cash provided by operating
activities  of $47,000 for the  comparable  period in 1999.  The increase in net
cash used in operating activities was primarily  attributable to the decrease in
net income and the increase in net cash used in connection with operating assets
and liabilities including the payment of accounts payable,  accrued liabilities,
accrued  compensation  and the  increase  in  accounts  receivable  and  prepaid
expenses.  During  the  three-months  ended  March 31,  2000,  a portion  of the
Company's  cash  reserves  was also used for the  acquisition  of  property  and
equipment and the payment of income taxes.  Increases in  inventories,  accounts
receivable, payment of payables and
                                       9

<PAGE>

accrued  liabilities,  acquisition of property and  equipment,  repayment of the
Company's  short-term  borrowings and payment of income taxes,  as well as HBC's
acquisition  and  development  plans are,  and for the  foreseeable  future are,
expected to remain HBC's  principle  recurring  use of cash and working  capital
funds.

     Net  cash  used in  investing  activities  increased  to  $270,000  for the
three-months  ended March 31,  2000 as  compared  to net cash used in  investing
activities of $195,000 for the  comparable  period in 1999.  The increase in net
cash used in  investing  activities  was  primarily  attributable  to  increased
purchases of property and  equipment and increases in deposits and other assets.
Management,  from time to time,  considers the acquisition of capital equipment,
particularly coolers,  merchandise display racks, vans and promotional vehicles,
and businesses  compatible with the image of the  Hansen's(R)  brand, as well as
the development and  introduction of new product lines.  The Company may require
additional  capital  resources in the event of any such  transaction,  depending
upon the cash requirements  relating thereto.  Any such transaction will also be
subject to the terms and restrictions of HBC's credit facilities.

     Net  cash  used in  financing  activities  decreased  to  $188,000  for the
three-months  ended March 31,  2000 as  compared  to net cash used in  financing
activities of $1,582,000 for the comparable  period in 1999. The decrease in net
cash used in  financing  activities  was  primarily  attributable  to  decreased
principal   payments  on  long-term  debt  and  cash  received  from  short-term
borrowings and issuance of common stock.  Such decrease was partially  offset by
cash paid to repurchase shares of the Company's common stock.

     As of March 31, 2000,  approximately $1.2 million was outstanding under the
term loan.


     HBC's  revolving line of credit has been renewed by its bank until June 30,
2000.  The effective  borrowing rate under the revolving line of credit is prime
plus 1/4%.  HBC  anticipates  that the revolving  line of credit will be renewed
when it expires on June 30, 2000;  however,  there can be no  assurance  that it
will in fact be renewed or, if renewed,  that the terms of such renewal will not
be disadvantageous to HBC and its business.

     Management  believes that cash generated from  operations and the Company's
cash resources and amounts available under HBC's revolving line of credit,  will
be sufficient to meet its operating cash requirements in the foreseeable future,
including purchase commitments for raw materials, debt servicing,  expansion and
development  needs as well as any  purchases of capital  assets or equipment and
repurchases of shares of the Company's common stock.

Year 2000 Compliance

     Prior to  January  1, 2000,  the  Company  reviewed  the  readiness  of its
computer  systems and business  practices for handling  Year 2000 issues.  These
issues  involve  systems that are date sensitive and may not be able to properly
process  the  transition  from year 1999 to year 2000 and beyond,  resulting  in
miscalculations  and  software  failures.  Year  2000  compliance  updates  were
completed in the fourth quarter of 1999 and the Company's information technology
("IT") and  non-information  technology  ("NIT") computer systems  completed the
transition to the year 2000 without material issues or problems. No additional


                                       10

<PAGE>
expenditures  to enable the Company to become Year 2000  compliant are currently
anticipated.   The  Company  has  been  in  contact  with  critical   suppliers,
co-packers,  customers, and other third parties to determine the extent to which
they may be vulnerable to Year 2000 issues. The Company cannot currently predict
any future effect of third parties' Year 2000 issues.  However,  the Company has
not been made aware of any matter which would  materially  impact the  Company's
business from third parties.

European Monetary Union

     Within  Europe,  The  European  Economic  and  Monetary  Union (the  "EMU")
introduced a new currency,  the euro, on January 1, 1999. The new currency is in
response to the EMU's policy of economic  convergence to harmonize trade policy,
eliminate  business costs  associated with currency  exchange and to promote the
free flow of capital, goods and services.

     On January 1, 1999, the  participating  countries adopted the euro as their
local currency,  initially  available for currency trading on currency exchanges
and noncash  transactions  such as banking.  The existing local  currencies,  or
legacy currencies,  will remain legal tender through January 1, 2002.  Beginning
on  January  1,  2002,  euro-denominated  bills and coins  will be used for cash
transactions.  For a period of up to six  months  from this  date,  both  legacy
currencies  and the euro will be legal  tender.  On or before July 1, 2002,  the
participating  countries will withdraw all legacy currencies and exclusively use
the euro.

     The  Company's  transactions  are recorded in U.S.  Dollars and the Company
does not currently  anticipate future  transactions  being recorded in the euro.
Based on the lack of  transactions  recorded in the euro,  the Company  does not
believe  that the euro will have a material  effect on the  financial  position,
results of operations or cash flows of the Company. In addition, the Company has
not  incurred  and does not  expect  to incur  any  significant  costs  from the
continued  implementation of the euro,  including any currency risk, which could
materially  affect the  Company's  business,  financial  condition or results of
operations.

     The Company has not experienced any significant  operational disruptions to
date and does not currently expect the continued  implementation  of the euro to
cause any significant operational disruptions.

Forward Looking Statements

     The Private Security  Litigation  Reform Act of 1995 (the "Act") provides a
safe harbor for forward looking  statements made by or on behalf of the Company.
The Company and its  representatives  may from time to time make written or oral
forward looking statements,  including  statements  contained in this report and
other  filings with the  Securities  and Exchange  Commission  and in reports to
shareholders  and  announcements.   Certain  statements  made  in  this  report,
including certain statements made in management's  discussion and analysis,  may
constitute forward looking statements (within the meaning of Section 27.A of the
Securities Act 1933 as amended and Section 21.E of the  Securities  Exchange Act
of 1934, as amended) regarding the expectations of


                                       11

<PAGE>
management  with  respect to  revenues,  profitability,  adequacy  of funds from
operations and the Company's  existing credit facility,  among other things. All
statements  which address  operating  performance,  events or developments  that
management  expects or  anticipates  will or may occur in the  future  including
statements  related to new products,  volume  growth,  revenues,  profitability,
adequacy  of  funds  from  operations,  and/or  the  Company's  existing  credit
facility,  earnings per share growth,  statements  expressing  general  optimism
about future operating results and  non-historical  Year 2000  information,  are
forward looking statements within the meaning of the Act.

     Management  cautions  that these  statements  are  qualified by their terms
and/or important  factors,  many of which are outside the control of the Company
that  could  cause  actual  results  and  events to differ  materially  from the
statements made including, but not limited to, the following:

o  Company's  ability to  generate  sufficient  cash  flows to  support  capital
     expansion  plans  and  general  operating  activities;
o  Changes  in  consumer preferences;
o  Changes  in  demand  that are  weather  related,  particular  in areas
     outside of California;
o  Competitive  products and pricing  pressures and the Company's ability to
     gain or maintain share of sales in the marketplace as a result of actions 
     by competitors;
o  The introduction of new products;
o  Laws and  regulations,  and/or any changes  therein,  including  changes in
     accounting standards,  taxation  requirements  (including tax rate changes,
     new tax laws and revised tax law interpretations) and environmental laws as
     well as the Federal  Food Drug and  Cosmetic  Act,  the Dietary  Supplement
     Health and Education Act, and regulations  made thereunder or in connection
     therewith,  especially those that may affect the way in which the Company's
     products  are  marketed  as well as laws and  regulations  or rules made or
     enforced by the Food and Drug Administration;
o Changes in the cost and  availability  of raw  materials and the ability to
     maintain favorable supply arrangements and relationships and procure timely
     and/or adequate production of all or any of the Company's products;
o The Company's ability to achieve earnings forecasts,  which may be based on
     projected  volumes and sales of many  product  types  and/or new  products,
     certain of which are more profitable than others. There can be no assurance
     that the Company will achieve projected levels or mixes of product sales;
o The Company's ability to penetrate new markets;
o The marketing  efforts of distributors of the Company's  products,  most of
     which  distribute  products that are  competitive  with the products of the
     Company;
o Unilateral  decisions by  distributors,  grocery  chains,  specialty  chain
     stores, club stores and other customers to discontinue  carrying all or any
     of the Company's products that they are carrying at any time;
o The terms and/or  availability of the Company's  credit  facilities and the
     actions  of  its  creditors;   
o The effectiveness of the Company's  advertising,  marketing and promotional
     programs;  
o Adverse  weather  conditions,   which  could  reduce  demand  for  the 
     Company's   products;   
o The  Company's  ability  to  make  suitable arrangements for the co-packing of
     its functional  drinks in 8.2-ounce slim cans and Smoothies in 11.5 ounce 
     cans;
                                       12

<PAGE>

o    The Company's  customers',  co-packers' and suppliers'  ability to replace,
     modify or upgrade  computer  programs in ways that adequately  address Year
     2000 issues.  Given the numerous and  significant  uncertainties  involved,
     there can be no assurance  regarding  their ability to identify and correct
     all  relevant  computer  codes and imbedded  chips and other  unanticipated
     difficulties or the ability of third parties to remediate their  respective
     systems.

The foregoing list of important factors is not exhaustive.

Inflation

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



                                       13

<PAGE>





 
                          PART II - OTHER INFORMATION



         Items 1 - 5.     Not Applicable


         Item 6.          Exhibits and Reports on Form 8-K

                  (a)     Exhibits - See Exhibit Index

                  (b)     Reports on Form 8-K - None







                                   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.

                           HANSEN NATURAL CORPORATION
                           Registrant


Date:   May 15, 2000       /s/
                           Rodney C. Sacks
                           Chairman of the Board
                           and Chief Executive Officer



Date:   May 15, 2000       /s
                           Hilton H. Schlosberg
                           Vice Chairman of the Board,
                           President, Chief Operating Officer,
                           Chief Financial Officer and Secretary


                                       14

<PAGE>





                                  EXHIBIT INDEX



Exhibit 10 (xxx) Amended and Restated Variable Rate Installment Note by and
                 between Comerica Bank - California and Hansen Beverage Company.

Exhibit 27       Financial Data Schedule

                                       15

<PAGE>






                              AMENDED AND RESTATED
                         VARIABLE RATE INSTALLMENT NOTE

AMOUNT $4,000,000.00       
NOTE DATE OCTOBER 14, 1997
MATURITY DATE OCTOBER 1, 2002
(AS AMENDED AND RESTATED ON APRIL  20, 2000)
(U.S.) TAX IDENTIFICATION  39-1679918
                                       


For Value Received,  the undersigned  promise(s) to pay to the order of Comerica
Bank California ("Bank"),  at any office of the Bank in the State of California,
Four Million Dollars and No Cents ($4,000,000.00)  (U.S.) in installments in the
amounts set forth in the next succeeding  sentence,  plus interest on the unpaid
balance  from the date of this Note at a per annum rate equal to the Bank's base
rate  from  time  to time in  effect  from  time to  time,  plus  one-half  of a
percentage  point (0.500%) per annum until maturity,  whether by acceleration or
otherwise,  or until Default, as later defined, and after that at a default rate
equal to the rate of interest  otherwise  prevailing under this Note plus 3% per
annum.  (but in no  event in  excess  of the  maximum  rate  permitted  by law).
Payments of principal on the Note shall be made in monthly  payments as follows:
(i)  $41,667.00  beginning  on  November  1,  1997 and on the  first day of each
calendar month  thereafter  until October 1, 1998; (ii) $50,000.00  beginning on
November 1, 1998 and on the first day of each calendar  month
  thereafter  until
October 1, 1999; (iii) $58,333.00 beginning on November 1, 1999 and on the first
day of each calendar month  thereafter  until October 1, 2000;  (iv)  $66,667.00
beginning  on  November  1,  2000 and on the first  day of each  calendar  month
thereafter until October 1, 2001; and (v) $116,666 beginning on November 1, 2001
and on the first day of each calendar month  thereafter  until September 1, 2002
(each of the payment  dates  described  in clauses  (i) through  (v), a "Payment
Date"); and (vi) a final payment of all remaining  principal on October 1, 2002,
or such earlier Payment Date as all of the principal on the Note shall have been
paid in full (the "Maturity  Date") . Each such payment of principal on the Note
shall be accompanied by a payment of accrued interest  thereon,  and all accrued
but unpaid interest,  fees and costs shall be due on the Maturity Date. Interest
shall be calculated  for the actual number of days the principal is  outstanding
on the basis of a 360 day year if this Note  evidences a business or  commercial
loan or a 365 day year if a consumer loan. The Bank's "base rate" is that annual
rate of interest so designated by the Bank and which is changed by the Bank from
time to time.  Interest rate changes will be effective for interest  computation
purposes as and when the Bank's base rate changes. If the frequency of principal
and interest installments is not otherwise specified,  installments of principal
and  interest  due under this Note shall be payable  monthly on the first day of
each month.

In addition to the payments of principal set forth above, the undersigned agrees
to make additional mandatory prepayments of principal as follows:

         (a) within five  business  days of a full or partial  repayment  of the
indebtedness  of the  undersigned to ERLY  Industries,  Inc., 100 percent of the
amount by which the reduction of the outstanding balance of such indebtedness by
virtue of such full or partial repayment exceeds the amount of the consideration
paid to ERLY Industries, Inc. in connection with such full or partial repayment;
and

         (b) within  five  business  days of any sale or other  transfer  of any
assets  of  the  undersigned,  100  percent  of  the  proceeds  thereof,  net of
reasonable  transaction costs of such transaction  provided,  however,  that the
foregoing  shall  not be deemed a waiver  by the Bank the  requirement  that the
undersigned  obtain the prior written consent of the Bank in connection with any
such sale; and

         (c) within five business  days of any sale of equity  securities of the
undersigned, 100 percent of the proceeds of such sale net of reasonable costs of
such transaction.

The additional mandatory principal  prepayments  described in subparagraphs (a),
(b) and (c) of the preceding  paragraph  are referred to as Mandatory  Principal
Prepayments. Each Mandatory Principal Prepayment shall be applied to the payment
of principal last coming due, and accordingly shall not reduce the amount of any
scheduled prior payment of principal due on this Note.

If this Note or any  installment  under this Note shall become  payable on a day
other than a day on which the Bank is open for  business,  this  payment  may be
extended to the next  succeeding  business day and interest  shall be payable at
the rate specified in this Note during this extension. Any payments of principal
in excess  of the  installment  payments  required  under  this Note need not be
accepted by the Bank (except as required under  applicable law), but if accepted
shall apply to the  installments  last  falling due. A late  installment  charge
equal to 5% of each late  installment may be charged on any installment  payment
not received by the Bank within 10 calendar days after the installment due date,
but  acceptance of payment of this charge shall not waive any default under this
Note.

This  Note  and  any  other  indebtedness  and  liabilities  of any  kind of the
undersigned  (or any of  them)  to the  Bank,  and  any  and all  modifications,
renewals or extensions of it, whether joint or several,  contingent or absolute,
now   existing   or  later   arising,   and  however   evidenced   (collectively
"Indebtedness")  are  secured by and the Bank is granted a security  interest in
all items deposited in any account of any of the  undersigned  with the Bank and
by all proceeds of these items (cash or otherwise),  all account balances of any
of the  undersigned  from time to time with the Bank,  by all property of any of
the undersigned from time to time in the possession of the Bank and by any other
collateral,  rights and  properties  described  in each and every deed of trust,
mortgage,  security agreement,  pledge, assignment and other agreement which has
been,  or  will  at any  time(s)  later  be,  executed  by any  (or  all) of the
undersigned  to or for the  benefit  of the Bank,  specifically  including  that
certain  Revolving Credit Loan and Security  Agreement  (Accounts and Inventory)
between  the  undersigned  and  the  Bank of even  date  herewith  (collectively
"Collateral").  Notwithstanding the above, (i) to the extent that any portion of
the  Indebtedness  is a consumer loan,  that portion shall not be secured by any
deed  of  trust  or  mortgage  on or  other  security  interest  in  any  of the
undersigned's  principal  dwelling or in any of the undersigned's  real property
which is not a purchase  money  security  interest  as to that  portion,  unless
expressly  provided to the contrary in another place, or (ii) if the undersigned
(or any of them) has (have)  given or give(s)  Bank a deed of trust or  mortgage
covering  real  property,  that deed of trust or mortgage  shall not secure this
Note or any other  indebtedness  of the  undersigned  (or any of  them),  unless
expressly provided to the contrary in another place.

If the  undersigned (or any of them) or any guarantor under a guaranty of all or
part of the  Indebtedness  ("guarantor")  (a) fail(s) to pay this Note or any of
the Indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to
pay any  Indebtedness  owing on a demand  basis upon  demand;  or (b) fail(s) to
comply  with  any of the  terms  or  provisions  of any  agreement  between  the
undersigned  (or any of them) or any  guarantor  and the Bank;  or (c) become(s)
insolvent or the subject of a voluntary or involuntary proceeding in bankruptcy,
or a  reorganization,  arrangement  or creditor  composition  proceeding,  (if a
business  entity)  cease(s)  doing  business as a going  concern,  (if a natural
person) die(s) or become(s) incompetent,  (if a partnership)  dissolve(s) or any
general  partner of it dies,  becomes  incompetent  or becomes  the subject of a
bankruptcy  proceeding or (if a corporation or a limited  liability  company) is
the subject of a dissolution, merger or consolidation: or (d) if any warranty or
representation  made by any of the  undersigned  or any  guarantor in connection
with this Note or any of the  Indebtedness  shall' be discovered to be untrue or
incomplete; or (e) if there is any termination, notice of termination, or breach
of any  guaranty,  pledge,  collateral  assignment  or  subordination  agreement
relating to all or any part of the Indebtedness;  or (f) if there is any failure
by  any  of the  undersigned  or  any  guarantor  to  pay  when  due  any of its
indebtedness (other than to the Bank) or in the observance or performance of any
term, covenant or condition in any document evidencing,  securing or relating to
such indebtedness;  or (g) if the Bank deems itself insecure, believing that the
prospect of payment of this Note or any of the Indebtedness is impaired or shall
fear deterioration,  removal or waste of any of the Collateral;  or (h) if there
is filed or issued a levy or writ of  attachment  or  garnishment  or other like
judicial  process upon the  undersigned (or any of them) or any guarantor or any
of the Collateral,  including without limit, any accounts of the undersigned (or
any of them) or any guarantor with the

Bank,  then  the  Bank,  upon the  occurrence  of any of  these  events  (each a
"Default"),  may at its option and without prior notice to the  undersigned  (or
any of them),  declare any or all of the  Indebtedness to be immediately due and
payable (notwithstanding any provisions contained in the evidence thereof to the
contrary),  sell or  liquidate  all or any  portion of the  Collateral,  set off
against the  Indebtedness  any amounts owing by the Bank to the  undersigned (or
any of them),  charge  interest at the  default  rate  provided in the  document
evidencing the relevant  Indebtedness and exercise any one or more of the rights
and remedies  granted to the Bank by any agreement with the  undersigned (or any
of them) or given to it under  applicable  law.  In  addition,  if this  Note is
secured by a deed of trust or mortgage covering real property,  then the trustor
or mortgagor shall not mortgage or pledge the mortgaged premises as security for
any other  indebtedness  or  obligations.  This  Note,  together  with all other
indebtedness  secured by said deed of trust or  mortgage,  shall  become due and
payable  immediately,  without  notice,  at the option of the Bank,  (a) if said
trustor or mortgagor  shall  mortgage or pledge the  mortgaged  premises for any
other  indebtedness  or  obligations  or shall  convey,  assign or transfer  the
mortgaged premises by deed, installment sale contact or other instrument, or (b)
if the title to the mortgaged  premises  shall become vested in any other person
or party in any manner whatsoever,  or (c) if there is any disposition  (through
one or more transactions) of legal or beneficial title to a controlling interest
of said  trustor  or  mortgagor.  All  payments  under  this  Note  shall  be in
immediately available United States funds, without setoff or counterclaim.

Notwithstanding anything contained in this paragraph to the contrary, Bank shall
refrain from exercising its rights and remedies and Default shall thereafter not
be deemed to have occurred by reason of the  occurrence of any of the events set
forth in clause (c) (as it  relates  to a person or entity  other than a natural
person) or clause (h) of this  paragraph  if, within ten (10) days from the date
thereof,  the  same  is  released,   discharged  dismissed,  bonded  against  or
satisfied;  provided,  however,  if the event is the  institution of insolvency,
bankruptcy or similar proceedings against Borrower,  Bank shall not be obligated
to make advances to Borrower during such cure period.

If this Note is signed by two or more  parties  (whether  by all as makers or by
one or more as an  accommodation  party  or  otherwise),  the  obligations,  and
undertakings  under this Note  shall be that of all and any two or more  jointly
and also of each  severally.  This  Note  shall  bind the  undersigned,  and the
undersigned's  respective  heirs,  personal   representatives,   successors  and
assigns.

The  undersigned  waive(s)  presentment,  demand,  protest,  notice of dishonor,
notice  of  demand or intent  to  demand,  notice of  acceleration  or intent to
accelerate,  and all other  notices and agree(s) that no extension or indulgence
to the undersigned (or any of them) or release,  substitution or  nonenforcement
of any  security,  or release or  substitution  of any of the  undersigned,  any
guarantor or any other party,  whether with or without notice,  shall affect the
obligations of any of the undersigned.  The undersigned waive(s) all defenses or
right to discharge  available  under  Section  3-605 of the  California  Uniform
Commercial  Code  and  waive(s)  all  other  suretyship  defenses  or  right  to
discharge. The undersigned agree(s) that the Bank has the right to sell, assign,
or grant participations, or any interest, in any or all of the Indebtedness, and
that, in connection  with this right,  but without  limiting its ability to make
other  disclosures  to the full  extent  allowable,  the Bank may  disclose  all
documents  and  information  which  the Bank now or later  has  relating  to the
undersigned  or the  Indebtedness.  The  undersigned  agree(s) that the Bank may
provide  information  relating to this Note or to the  undersigned to the Bank's
parent, affiliates, subsidiaries and service providers.

The  undersigned  agree(s) to reimburse the holder or owner of this Note for any
and all costs and expenses (including without limit, court costs, legal expenses
and reasonable attorney fees, whether inside or outside counsel is used, whether
or not suit is instituted and, if suit is instituted, whether at the trial court
level, appellate level, in a bankruptcy, probate or administrative proceeding or
otherwise) incurred in collecting or attempting to collect this Note or incurred
in any other matter or proceeding relating to this Note.

The  undersigned   acknowledge(s)  and  agree(s)  that  there  are  no  contrary
agreements, oral or written,  establishing a term of this Note and agree(s) that
the terms and  conditions  of this Note may not be  amended,  waived or modified
except in a writing signed by an officer of the Bank expressly  stating that the
writing  constitutes an amendment,  waiver or  modification of the terms of this
Note.  As used in this Note,  the word  "undersigned"  means,  individually  and
collectively,  each maker, accommodation party, endorser and other party signing
this Note in a similar capacity.  If any provision of this Note is unenforceable
in whole or part for any reason,  the remaining  provisions shall continue to be
effective. THIS NOTE IS MADE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF  CALIFORNIA,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

THE MAXIMUM INTEREST RATE SHALL NOT EXCEED THE HIGHEST APPLICABLE USURY CEILING.

THE  UNDERSIGNED AND THE BANK  ACKNOWLEDGE  THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE  OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,  KNOWINGLY
AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT,  WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION  REGARDING THE  PERFORMANCE OR ENFORCEMENT  OF, OR IN
ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS.

For Corporations, Partnerships, Trusts, or Estates

HANSEN BEVERAGE COMPANY             

OBLIGOR NAME TYPED/PRINTED
By: \s\ Rodney C. Sacks   Its: Chairman
       SIGNATURE OF           TITLE

2380 Railroad St Ste 101               
STREET ADDRESS                     
Corona,                                    
CITY                                       
CA                92880-5471                
STATE             ZIP CODE         




For Bank Use Only CCR#
Loan Officer Initials      Loan Group Name  Obligor(s) Name
Loan Officer I.D. No. Loan Group No. Obligor # Note # Amount




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND
     ON  PAGES  3 AND 4 OF THE  COMPANY'S  FORM  10-Q FOR  THE QUARTER,  AND IS
     QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                                            <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                             133,687
<SECURITIES>                                             0
<RECEIVABLES>                                    6,351,772
<ALLOWANCES>                                     2,107,450
<INVENTORY>                                      9,994,854
<CURRENT-ASSETS>                                15,823,256
<PP&E>                                           1,518,975
<DEPRECIATION>                                     922,473
<TOTAL-ASSETS>                                  27,721,847
<CURRENT-LIABILITIES>                            6,839,825
<BONDS>                                                  0
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                            50,531
<OTHER-SE>                                      18,903,504
<TOTAL-LIABILITY-AND-EQUITY>                    27,721,847
<SALES>                                         15,978,002
<TOTAL-REVENUES>                                15,985,246
<CGS>                                            8,774,042
<TOTAL-COSTS>                                    6,036,071
<LOSS-PROVISION>                                         0
<OTHER-EXPENSES>                                         0
<INTEREST-EXPENSE>                                  28,295
<INCOME-PRETAX>                                  1,146,838
<INCOME-TAX>                                       458,735
<INCOME-CONTINUING>                                688,103
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                       688,103
<EPS-BASIC>                                          .07
<EPS-DILUTED>                                          .07
        


</TABLE>