HANSEN NATURAL CORPORATION
                              1010 Railroad Street
                            Corona, California 92882


                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD OCTOBER 18, 2002


                                                              September 16, 2002



Dear Stockholder:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
Hansen Natural Corporation to be held on Friday,  October 18, 2002 at 3:00 p.m.,
at the Boardroom, 1010 Railroad Street, Corona, California 92882.

     In addition to the specific  matters to be voted on at the  meeting,  there
will be a report on the Company's  business and an opportunity for  stockholders
of the Company to ask questions. I hope that you will be able to join us. If you
are unable to attend, I strongly urge you to complete your enclosed proxy.  Your
vote is very important.

                                                     Sincerely,



                                                     Rodney C. Sacks
                                                     Chairman of the Board




<PAGE>


                           HANSEN NATURAL CORPORATION



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD OCTOBER 18, 2002

TO THE STOCKHOLDERS OF THE COMPANY:

     NOTICE IS HEREBY GIVEN that the Annual  Meeting of  Stockholders  of Hansen
Natural Corporation ("Hansen" or the "Company") will be held on Friday,  October
18,  2002  at  3:00  p.m.,  at the  Boardroom,  1010  Railroad  Street,  Corona,
California 92882, for the following purposes:

     1. To elect six  directors to hold office until the next annual  meeting of
     stockholders of the Company.

     2. To ratify  the  appointment  of  Deloitte & Touche,  LLP as  independent
     auditors of the Company for the year ending December 31, 2002.

     3. To transact such other  business as may properly come before the meeting
     or any adjournment thereof.

     The  foregoing  items of  business  are more fully  described  in the Proxy
Statement for Annual Meeting of Stockholders accompanying this Notice.

     Only  stockholders  of the  Company of record at the close of  business  on
August 30,  2002 are  entitled  to notice of and to vote at the  meeting and any
adjournment thereof.

     All stockholders of the Company are cordially invited to attend the meeting
in person.  However, to assure your representation at the meeting, you are urged
to mark,  sign,  date and return the enclosed proxy card as promptly as possible
in the postage-prepaid  envelope enclosed for that purpose.  You may revoke your
voted proxy at any time prior to the meeting or vote in person if you attend the
meeting.

     A copy of the  Company's  Annual Report to  Stockholders  of the Company is
enclosed.

                                                     Sincerely,

                                                     Rodney C. Sacks
                                                     Chairman of the Board
Corona, California
S
eptember 16, 2002

IMPORTANT:  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,  YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.


<PAGE>


                           HANSEN NATURAL CORPORATION


               PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

     The enclosed  Proxy is solicited  on behalf of Hansen  Natural  Corporation
("Hansen" or the "Company") for use at the Annual Meeting of Stockholders of the
Company to be held Friday,  October 18, 2002 at 3:00 p.m.  local time, or at any
adjournment  thereof,  for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Stockholders  of the Company.  The Annual Meeting of
Stockholders of the Company will be held at the Boardroom, 1010 Railroad Street,
Corona, California 92882.

     These proxy  solicitation  materials are being mailed on or about September
16, 2002,  together with the Company's 2001 Annual Report to Stockholders of the
Company, to all stockholders of the Company entitled to vote at the meeting.

Record Date and Principal Stockholders

     Holders of record of common  stock at the close of  business  on August 30,
2002 are  entitled to notice of and to vote at the  meeting.  There are no other
outstanding  voting  securities of the Company.  At the record date,  10,053,003
shares of the Company's common stock were issued and outstanding.  The following
table sets forth,  as of the most recent  practical date August 30, 2002,  those
persons known to the Company to be the beneficial  owners of more than 5% of the
Company's common stock:

              Name and Address                Amount and Nature of     Percent
             of Beneficial Owner              Beneficial Ownership     of Class
     -------------------------------------   ----------------------   ----------
     Brandon Limited Partnership No. 1 (1)           654,822             6.5%

     Brandon Limited Partnership No. 2 (2)         2,831,667            28.2%

     Rodney C. Sacks (3)                           3,991,489 (4)        39.7%

     Hilton H. Schlosberg (5)                      3,952,586 (6)        39.3%

     James Douglas and Jean Douglas
     Irrevocable Descendants' Trust (7)              711,811 (8)         7.1%


1 The  mailing  address of Brandon  No. 1 is P.O.  Box 30749,  Seven Mile Beach,
Grand  Cayman,  British West Indies.  The general  partners of Brandon No. 1 are
Rodney C. Sacks and Hilton H. Schlosberg.

2 The  mailing  address of Brandon  No. 2 is P.O.  Box 30749,  Seven Mile Beach,
Grand  Cayman,  British West Indies.  The general  partners of Brandon No. 2 are
Rodney C. Sacks and Hilton H. Schlosberg.

3 The mailing address of Mr. Sacks is 1010 Railroad Street,  Corona,  California
92882.


                                       1

<PAGE>

4 Includes  387,500  shares of common stock owned by Mr. Sacks;  654,822  shares
beneficially  held by Brandon No. 1 because Mr.  Sacks is one of Brandon No. 1's
general  partners;  and  2,831,667  shares  beneficially  held by Brandon  No. 2
because  Mr.  Sacks is one of Brandon No. 2's general  partners.  Also  includes
options to purchase 37,500 shares of common stock exercisable at $1.59 per share
granted pursuant to a Stock Option Agreement dated January 30, 1998; and options
presently  exercisable to purchase 80,000 shares of common stock, out of options
to purchase a total of 100,000 shares,  exercisable at $4.25 per share,  granted
pursuant to a Stock Option  Agreement dated February 2, 1999 between the Company
and Mr. Sacks.

Mr. Sacks disclaims beneficial ownership of all shares deemed beneficially owned
by him hereunder  except (i) 387,500  shares of common  stock;  (ii) the 117,500
shares presently exercisable under Stock Option Agreements; (iii) 243,546 shares
held by Brandon No. 1 allocable to the limited partnership  interests in Brandon
No. 1 held by Mr. Sacks, his children,  a limited partnership of which Mr. Sacks
is the general partner and his children and he are the limited  partners,  and a
trust for the benefit of his children;  and (iv) 250,000  shares held by Brandon
No. 2 allocable  to the limited  partnership  interests in Brandon No. 2 held by
Mr. Sacks, his children, a limited partnership of which Mr. Sacks is the general
partner and his  children and he are the limited  partners,  and a trust for the
benefit of his children.

5 The  mailing  address  of Mr.  Schlosberg  is 1010  Railroad  Street,  Corona,
California 92882.

6 Includes  348,597  shares of common  stock owned by Mr.  Schlosberg,  of which
2,000 shares are owned jointly by Mr.  Schlosberg  and his wife;  654,822 shares
beneficially  held by Brandon No. 1 because Mr. Schlosberg is one of Brandon No.
1's general  partners;  and 2,831,667 shares  beneficially held by Brandon No. 2
because Mr. Schlosberg is one of Brandon No. 2's general partners. Also includes
options to purchase 37,500 shares of common stock exercisable at $1.59 per share
granted  pursuant to a Stock Option Agreement dated January 30, 1998 between the
Company and Mr. Schlosberg; and options presently exercisable to purchase 80,000
shares of common  stock,  out of options to purchase a total of 100,000  shares,
exercisable  at $4.25 per share,  granted  pursuant to a Stock Option  Agreement
dated February 2, 1999 between the Company and Mr. Schlosberg.

Mr. Schlosberg  disclaims beneficial ownership of all shares deemed beneficially
owned by him  hereunder  except (i)  348,597  shares of common  stock;  (ii) the
117,500  shares  presently  exercisable  under Stock  Option  Agreements;  (iii)
247,911  shares  held by Brandon  No. 1  allocable  to the  limited  partnership
interests  in Brandon No 1 held by Mr.  Schlosberg  and his  children;  and (iv)
250,000  shares  held by Brandon  No. 2  allocable  to the  limited  partnership
interests in Brandon No. 2 held by Mr. Schlosberg and his children.

7 The mailing address of this reporting person is 4040 Civic Center Drive, Suite
530, San Rafael, California 94903.

8 Includes  265,582 shares of common stock owned by Kevin and Michelle  Douglas;
222,409  shares of common  stock  owned by James  and Jean  Douglas  Irrevocable
Descendant's  Trust;  and 223,820 shares of common stock owned by Douglas Family
Trust.  Kevin and Michelle  Douglas,  Douglas Family Trust and James Douglas and
Jean Douglas  Irrevocable  Descendants' Trust are deemed members of a group that
shares voting and dispositive power over the shares.


Section 16(a) Reports

     Section  16(a) of the Exchange Act requires  the  Company's  directors  and
executive  officers,  and persons who own more than 10% of a registered class of
the Company's equity  securities,  to file by specific dates with the Securities
and Exchange Commission (the "SEC"), initial reports of ownership and reports of
changes in ownership of equity  securities of the Company.  Officers,  directors
and greater than 10%  stockholders of the Company are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms that they file.

     To the  Company's  knowledge,  based  solely  on  review  of copies of such
reports  furnished to the Company during the two fiscal years ended December 31,
2001,  all  Section  16(a)  filing  requirements  applicable  to  the  Company's
officers,  directors  and greater  than 10%  stockholders  of the  Company  were
complied with.


                                       2

<PAGE>

Revocability of Proxies

     Any proxy given pursuant to this  solicitation may be revoked by the person
giving it at any time  before  its use by  delivering  to the  Company a written
notice of revocation or duly executed proxy bearing a later date or by attending
the meeting and voting in person.

Voting and Solicitation

     In accordance with the Company's by-laws, directors shall be elected by the
affirmative  vote of a plurality  of the votes cast in person or by proxy by the
holders of shares  entitled  to vote in the  election  at the Annual  Meeting of
Stockholders  of the  Company  and the  ratification  of  Deloitte  & Touche  as
independent  auditors  shall be by the  affirmative  vote of the majority of the
shares  voting on the  proposal  in person or by proxy at the Annual  Meeting of
Stockholders of the Company, in each case,  provided a quorum is present.  Thus,
abstentions  and broker  non-votes  will not be included in vote totals and will
have no effect on the outcome of the vote. No  stockholder  shall be entitled to
cumulate votes.

     The cost of  soliciting  proxies will be borne by the Company.  The Company
may reimburse brokerage firms and other persons  representing  beneficial owners
of  shares  for their  expenses  in  forwarding  solicitation  material  to such
beneficial  owners.  Proxies may also be solicited  by certain of the  Company's
directors,  officers and regular  employees,  without  additional  compensation,
personally or by telephone, telegram or letter.

Deadline for Receipt of Stockholder Proposals

     It is presently intended that next year's Annual Meeting of Stockholders of
the  Company  will  be  held in  October  of  2003.  Accordingly,  proposals  of
stockholders  of  the  Company  which  are  intended  to be  presented  by  such
stockholders of the Company at next year's Annual Meeting of  Stockholders  must
be received by the Company by no later than June 30, 2003 in order that they may
be considered for inclusion in the proxy statement and form of proxy relating to
that meeting.


                                       3

<PAGE>

                                  PROPOSAL ONE
                              ELECTION OF DIRECTORS

Nominees

     A Board of six directors is to be elected at the meeting.  Unless otherwise
instructed,  the proxy  holders  will vote the proxies  received by them for the
Company's six nominees named below,  all of whom are presently  directors of the
Company.  In the event that any  nominee of the Company is unable or declines to
serve as a director  at the time of the  Annual  Meeting  of  Stockholders,  the
proxies  will be voted for any  nominee who shall be  designated  by the present
Board of directors of the Company to fill the vacancy.  The Company is not aware
of any  nominee who will be unable or will  decline to serve as a director.  The
term of office of each person elected as a director will continue until the next
Annual  Meeting  of  Stockholders  or until a  successor  has been  elected  and
qualified.

     The names of the  nominees,  and certain  information  about them,  are set
forth below.

     Name of Nominee                     Age                 Director Since
     --------------------               -----               ----------------

     Rodney C. Sacks......................52                      1990
     Hilton H. Schlosberg.................49                      1990
     Benjamin M. Polk.....................51                      1990
     Norman C. Epstein....................61                      1992
     Harold C. Taber, Jr..................63                      1992
     Mark S. Vidergauz....................49                      1998

     Set forth below is a description of each nominee's principal occupation and
business background during the past five years.

     Rodney  C.  Sacks  has  been  Chairman  of the  Board of  Directors,  Chief
Executive Officer and director of the Company from November 1990 to the present.
Member of the Executive Committee of the Board of Directors of the Company since
October 1992.  Chairman and a director of Hansen  Beverage  Company ("HBC") from
June 1992 to the present.  Chief Financial  Officer of the Company from November
1990 to July 1996.

     Hilton H.  Schlosberg  has been Vice  Chairman  of the Board of  Directors,
President,  Chief Operating  Officer,  Secretary,  and a director of the Company
from  November  1990 to the present and Chief  Financial  Officer of the Company
since July 1996. Member of the Executive  Committee of the Board of Directors of
the Company since October  1992.  Member of the Audit  Committee of the Board of
Directors of the Company from September 1997 until April 2000.  Vice Chairman of
the Board of  Directors,  Secretary  and a director of HBC from July 1992 to the
present. Director and/or Deputy Chairman of AAF Industries PLC, a United Kingdom
publicly quoted industrial group, from June 1990 until April 1995.


                                       4

<PAGE>

     Benjamin M. Polk has been a director of the Company from  November  1990 to
the present. Assistant Secretary of HBC since October 1992 and a director of HBC
since July 1992.  Member of the Audit Committee of the Board of Directors of the
Company  from  September  1997 to  November  2000.  Member  of the  Compensation
Committee  of the Board of  Directors  of the  Company  from  April  1991  until
September 1997. Partner with Winston and Strawn where Mr. Polk has practiced law
with that firm and its  predecessors,  Whitman  Breed  Abbott & Morgan,  LLP and
Whitman & Ransom, from August 1976 to the present.

     Norman C.  Epstein  has been a director  of the  Company  and member of the
Compensation Committee of the Board of Directors of the Company since June 1992.
Member and  Chairman of the Audit  Committee  of the Board of  Directors  of the
Company  since  September  1997.  Director  of HBC since July 1992.  Director of
Integrated  Asset  Management  Limited,  a company  listed on the  London  Stock
Exchange,  since June 1998. Managing Director of Cheval Acceptances,  a mortgage
finance  company  based in London,  England.  Partner  with Moore  Stephens,  an
international  accounting  firm,  from 1974 to  December  1996  (senior  partner
beginning 1989 and the managing  partner of Moore  Stephens,  New York from 1993
until 1995).

     Harold C. Taber,  Jr. has been a director  of the Company  since July 1992.
Consultant  to the  Company  from July 1, 1997 to June 30,  2000.  Member of the
Audit  Committee  of the Board of  Directors  since  April 2000.  Consultant  to
diverse consumer product  corporations since September 1997. President and Chief
Executive Officer and a director of HBC from July 1992 to June 1997. On June 30,
1997, Mr. Taber resigned from his employment as well as director,  President and
Chief Executive Officer of HBC. In addition,  effective June 30, 1997, Mr. Taber
resigned as a member of the Executive Committee on which he served since October
1992.

     Mark S.  Vidergauz  has been a director  of the  Company  and member of the
Compensation Committee of the Board of Directors of the Company since June 1998.
Member of the Audit Committee of the Board of Directors since April 2000.  Chief
Executive  Officer and  Managing  Director of Sage Group,  LLC since April 2000.
Managing  director and head of the Los Angeles  office of ING Baring Furman Selz
LLC,  a  diversified   financial  services  institution   headquartered  in  the
Netherlands  from April 1995 to April 2000.  Prior to joining ING Baring  Furman
Selz LLC in April 1995, Mr. Vidergauz was a managing  director at Wedbush Morgan
Securities,  an investment banking firm in Los Angeles, from 1991 to 1995. Prior
to joining Wedbush,  Mr.  Vidergauz was a corporate  finance attorney in the Los
Angeles office of O'Melveny & Meyers.


                                       5

<PAGE>


Security Ownership of Management

     The following table sets forth  information as to the beneficial  ownership
of  shares  of  common  stock as at August  30,  2002  held by  persons  who are
directors of the Company  naming them,  and as to directors  and officers of the
Company as a group, without naming them.

 
           Name of               Amount and Nature         Percent
        Beneficial Owner         of Beneficial Owner        of Class
     ----------------------     ----------------------     ----------
     Rodney C. Sacks                 3,991,489 (1)            39.7%
     Hilton H. Schlosberg            3,952,586 (2)            39.3%
     Harold C. Taber, Jr.               97,419 (3)             1.0%
     Mark S. Vidergauz                  12,000 (4)               *%

Officers and Directors as a group (6 members:
4,567,005 shares or 44.3% in aggregate)
-------------
*Less than 1%

T
HE BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.


1 Includes  387,500  shares of common stock owned by Mr. Sacks;  654,822  shares
beneficially  held by Brandon No. 1 because Mr.  Sacks is one of Brandon No. 1's
general  partners;  and  2,831,667  shares  beneficially  held by Brandon  No. 2
because  Mr.  Sacks is one of Brandon No. 2's general  partners.  Also  includes
options to purchase 37,500 shares of common stock exercisable at $1.59 per share
granted pursuant to a Stock Option Agreement dated January 30, 1998; and options
presently  exercisable to purchase 80,000 shares of common stock, out of options
to purchase a total of 100,000 shares,  exercisable at $4.25 per share,  granted
pursuant to a Stock Option  Agreement dated February 2, 1999 between the Company
and Mr. Sacks.

Mr. Sacks disclaims beneficial ownership of all shares deemed beneficially owned
by him hereunder  except (i) 387,500  shares of common  stock;  (ii) the 117,500
shares presently exercisable under Stock Option Agreements;  (iii) 243,546 share
held by Brandon No. 1 allocable to the limited partnership  interests in Brandon
No. 1 held by Mr. Sacks, his children,  a limited partnership of which Mr. Sacks
is the general partner and his children and he are the limited  partners,  and a
trust for the benefit of his children;  and (iv) 250,000  shares held by Brandon
No. 2 allocable  to the limited  partnership  interests in Brandon No. 2 held by
Mr. Sacks, his children, a limited partnership of which Mr. Sacks is the general
partner and his  children and he are the limited  partners,  and a trust for the
benefit of his children.

2 Includes 348,597 shares of common stock owned by Mr. Schlosberg of which 2,000
shares  are  owned  jointly  by Mr.  Schlosberg  and his  wife;  654,822  shares
beneficially  held by Brandon No. 1 because Mr. Schlosberg is one of Brandon No.
1's general  partners;  and 2,831,667 shares  beneficially held by Brandon No. 2
because Mr. Schlosberg is one of Brandon No. 2's general partners. Also includes
options to purchase 37,500 shares of common stock exercisable at $1.59 per share
granted  pursuant to a Stock Option Agreement dated January 30, 1998 between the
Company and Mr. Schlosberg; and options presently exercisable to purchase 80,000
shares of common  stock,  out of options to purchase a total of 100,000  shares,
exercisable  at $4.25 per share,  granted  pursuant to a Stock Option  Agreement
dated February 2, 1999 between the Company and Mr. Schlosberg.

Mr. Schlosberg  disclaims beneficial ownership of all shares deemed beneficially
owned by him  hereunder  except (i)  348,597  shares of common  stock;  (ii) the
117,500  shares  presently  exercisable  under Stock  Option  Agreements;  (iii)
247,911  shares  held by Brandon  No. 1  allocable  to the  limited  partnership
interests in Brandon No. 1 held by Mr.  Schlosberg  and his  children;  and (iv)
250,000  shares  held by Brandon  No. 2  allocable  to the  limited  partnership
interests in Brandon No. 2 held by Mr. Schlosberg and his children.

3 Includes 61,137 shares of common stock owned by Mr. Taber; and 36,281.7 shares
of common  stock owned by the Taber Family Trust of which Mr. Taber and his wife
are trustees.


                                       6

<PAGE>

4 Includes  options to purchase  12,000 shares of common stock,  exercisable  at
$3.72 per share,  granted under a Stock Option  Agreement with the Company dated
as of June 18, 1998 pursuant to the Directors Plan.

Change of Control

     There are no arrangements known to the Company, the operation of which may,
at a subsequent date, result in a change of control of the Company.


                                       7

<PAGE>


                                  PROPOSAL TWO
               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors of the Company has selected Deloitte & Touche,  LLP,
independent  auditors,  to audit the financial statements of the Company for the
year  ending  December  31,  2002.  In the  event  of a  negative  vote  on such
ratification,  the  Board  of  Directors  of the  Company  will  reconsider  its
selection.

     Representatives of Deloitte & Touche, LLP are expected to be present at the
meeting  with the  opportunity  to make a statement if they desire to do so, and
are  expected  to  be  available  to  respond  to  appropriate   questions  from
stockholders of the Company.

T
HE BOARD OF DIRECTORS  RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"  RATIFICATION OF
DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.

                                   MANAGEMENT

Board Meetings and Committees

     The Board of Directors  of the Company  held two  meetings  during the year
ended  December  31,  2001.  Rodney C. Sacks,  Hilton H.  Schlosberg,  Norman C.
Epstein,  Harold C.  Taber,  Jr.  and Mark  Vidergauz  attended  both  meetings.
Benjamin M. Polk attended one meeting.

     The Audit Committee,  composed of Norman C. Epstein  (Chairman),  Harold C.
Taber,  Jr.  and Mark S.  Vidergauz,  held one  meeting  during  the year  ended
December 31, 2001. The Audit Committee last met in April 2002 in connection with
the audit of the Company's financial  statements for the year ended December 31,
2001. See "Audit Committee"

     The  Compensation  Committee,  composed  of Norman C.  Epstein  and Mark S.
Vidergauz,  did not hold any meetings  during the year ended  December 31, 2001.
Awards  granted  under the  Company's  Stock  Option  Plan during the year ended
December  31,  2001 were  authorized  by  written  consent  of the  Compensation
Committee.

     The  Executive  Committee  composed  of  Rodney  C.  Sacks  and  Hilton  H.
Schlosberg held one meeting during the year ended December 31, 2001.

Employment Agreements

     The Company  entered into an  employment  agreement  dated as of January 1,
1999,  with Rodney C. Sacks pursuant to which Mr. Sacks renders  services to the
Company as its Chairman and Chief Executive Officer for an annual base salary of
$180,000,  for the twelve-month period ending December 31, 1999, increasing by a
minimum of 8% for each  subsequent  twelve-month  period  during the  employment
period,  plus an annual bonus in an amount  determined at the  discretion of the
Board of Directors of the Company and certain  fringe  benefits.  The employment
period commenced on January 1, 1999 and ends on December 31, 2003.


                                       8

<PAGE>

     The Company also entered into an employment  agreement  dated as of January
1, 1999,  with Hilton H.  Schlosberg  pursuant to which Mr.  Schlosberg  renders
services  to the Company as its Vice  Chairman,  President  and Chief  Financial
Officer,  for an annual base salary of  $180,000,  for the  twelve-month  period
ending  December 31,  1999,  increasing  by a minimum of 8% for each  subsequent
twelve-month  period during the  employment  period,  plus an annual bonus in an
amount determined at the discretion of the Board of Directors of the Company and
certain fringe benefits.  The employment period commenced on January 1, 1999 and
ends on December 31, 2003.

     The preceding  descriptions of the employment  agreements for Messrs. Sacks
and Schlosberg  are qualified in their entirety by reference to such  agreements
which have previously been filed or incorporated by reference as exhibits to the
Company's annual report on Form 10-K for the year ended December 31, 2001.


Executive Compensation

     The  following  tables set forth  certain  information  regarding the total
remuneration  earned  and  grants of  options/SARs  made to the chief  executive
officer and each of the four most highly  compensated  executive officers of the
Company and its  subsidiaries  who earned total cash  compensation  in excess of
$100,000  during the year ended December 31, 2001.  These amounts  reflect total
cash  compensation paid by the Company and its subsidiaries to these individuals
during the fiscal years December 31, 1999 through 2001.


                                       9


<PAGE>


                           SUMMARY COMPENSATION TABLE

================================================================================
                                                                    Long Term
                                                                 Compensation(4)
                                                                ----------------
                                     ANNUAL COMPENSATION            Awards (5)
----------------------------- --------------------------------- ----------------
                                                     Other         Securities
                                                     Annual        underlying
  Name and Principal           Salary    Bonus    Compensation    Options/SARs
      Positions         Year   (1) ($)  (2) ($)       ($)             (#)
---------------------- ------ --------- -------- -------------- ----------------
   Rodney C. Sacks      2001   194,400    8,000     7,314 (3)          -
    Chairman, CEO       2000   194,400   10,000     6,262 (3)          -
     and Director       1999   180,000   25,000     6,088 (3)       100,000
---------------------- ------ --------- -------- -------------- ----------------
 Hilton H. Schlosberg
  Vice-Chairman, CFO    2001   194,400    8,000     7,314 (3)          -
 President, Secretary   2000   194,400   10,000     6,263 (3)          -
     and Director       1999   180,000   25,000     6,088 (3)       100,000
---------------------- ------ --------- -------- -------------- ----------------
    Mark J. Hall        2001   160,000    8,000     7,349 (3)          -
  Sr. Vice President    2000   160,000   20,000     8,061 (3)          -
 Distributor Division   1999   150,000   40,000     7,551 (3)        30,000
---------------------- ------ --------- -------- -------------- ----------------
   Kirk S. Blower       2001   115,000    3,000     7,364 (3)          -
 Sr. Vice President     2000   115,000    4,000     7,316 (3)          -
   Juice Division       1999   110,000   16,800     7,099 (3)        12,500
---------------------- ------ --------- -------- -------------- ----------------
  Stephen B. Edgar      2001   107,000   21,400    86,160 (6)          -
   Vice President       2000   102,250    8,000    10,114 (3)          -
      Sales             1999    98,000   20,000     2,593 (3)        10,000
====================== ====== ========= ======== ============== ================

1 SALARY - Pursuant to their employment agreements, Messrs. Sacks and Schlosberg
are each entitled to an annual base salary of $209,952and  $194,400 and $180,000
for 2001, 2000 and 1999 respectively.  During 2001, Messrs. Sacks and Schlosberg
received salaries of $194,400 respectively.

2 BONUS - Payments made in 2002, 2001 and 2000 for bonuses accrued in 2001, 2000
and 1999.

3 OTHER ANNUAL COMPENSATION - The cash value of perquisites of the named persons
did not total  $50,000  or 10% of  payments  of  salary  and bonus for the years
shown.

4 LONG-TERM INCENTIVE PLAN PAYOUTS - None paid. No plan in place.

5  RESTRICTED  STOCK  AWARDS - The Company  does not have a plan for  restricted
stock awards.

6 Includes $75,257  representing the dollar value of the difference  between the
price paid for common stock of the Company through the exercise of stock options
and the fair  market  value of the  common  stock on the date of  exercise;  and
$10,903 for automobile expense reimbursement.

ALL OTHER COMPENSATION - none paid


                                        10


<PAGE>


AGGREGATED  OPTION/SAR  EXERCISES  DURING  THE YEAR ENDED  DECEMBER  31 2001 AND
OPTION/SAR VALUES AT DECEMBER 31, 2001

<TABLE>
<S>                   <C>                  <C>            <C>                <C>
===============================================================================================
                                                             Number of          Value of
                                                            underlying         unexercised
                                                            unexercised        in-the-money
                                                           Options/SARs at    options/SARs at
                                                            December 31,        December 31,
                                                              2001 (#)            2001 ($)
                                                          ------------------ ------------------
                       Shares acquired on      Value        Exercisable/       Exercisable/
      Name                exercise (#)      Realized ($)    Unexercisable      Unexercisable
--------------------- -------------------- -------------- ------------------ ------------------
Rodney C. Sacks                 -                -         94,000/43,500(1)    97,875 / 0
--------------------- -------------------- -------------- ------------------ ------------------
Hilton H. Schlosberg            -                -         94,000/43,500(1)    97,875 / 0
--------------------- -------------------- -------------- ------------------ ------------------
Mark J. Hall                    -                -         92,000/24,000(2)   278,280 / 75,360
--------------------- -------------------- -------------- ------------------ ------------------
Kirk S. Blower                  -                -          5,000/7,500(3)          0 / 0
--------------------- -------------------- -------------- ------------------ ------------------
Steven B. Edgar              47,332           128,743       4,000/6,000(4)          0 / 0
===================== ==================== ============== ================== ==================
</TABLE>


1 Includes options to purchase 37,500 shares of common stock, out of an original
grant of options to purchase  75,000 shares of common stock,  at $1.59 per share
of which all are  exercisable  at December 31, 2001,  granted  pursuant to Stock
Option  Agreements dated January 30, 1998 between the Company and Messrs.  Sacks
and Schlosberg,  respectively;  and options to purchase 100,000 shares of common
stock at $4.25 per share of which 56,500 are  exercisable  at December 31, 2001,
granted  pursuant to Stock Option  Agreements dated February 2, 1999 between the
Company and Messrs.  Sacks and Schlosberg,  respectively.  In addition,  in July
2002, options to purchase 150,000 shares of common stock at $3.57 per share were
granted to both Messrs. Sacks and Schlosberg pursuant to Stock Option Agreements
dated July 12,  2002  between the  Company  and  Messrs.  Sacks and  Schlosberg,
respectively.

2 Includes options to purchase 96,000 shares of common stock, out of an original
grant of options to purchase  120,000 shares of common stock, at $1.06 per share
of which 72,000 are  exercisable  at December 31,  2001,  granted  pursuant to a
Stock Option  Agreement dated February 10, 1997 between the Company and Mr. Hall
and options to purchase 20,000 shares of common stock,  out of an original grant
of options to  purchase  30,000  shares of common  stock,  at $1.59 per share of
which all are  exercisable  at December  31, 2001,  granted  pursuant to a Stock
Option  Agreement  dated  January 30, 1998 between the Company and Mr. Hall.  In
addition,  in July 2002,  options to purchase  20,000  shares of common stock at
$3.57 per share were granted to Mr. Hall  pursuant to a Stock  Option  Agreement
dated July 12, 2002 between the Company and Mr. Hall.

3 Includes  options to purchase  12,500 share of common stock at $4.25 per share
of which 5,000 are exercisable at December 31, 2001, granted pursuant to a Stock
Option  Agreement dated February 2, 1999 between the Company and Mr. Blower.  In
addition,  in July 2002,  options to purchase  12,500  shares of common stock at
$3.57 per share were granted to Mr. Blower pursuant to a Stock Option  Agreement
dated July 12, 2002 between the Company and Mr. Blower.

4 Includes  options to purchase 10,000 shares of common stock at $4.25 per share
of which 4,400 are exercisable at December 31, 2001, granted pursuant to a Stock
Option  Agreement  dated February 1, 1999 between the Company and Mr. Edgar.  In
addition,  in July 2002,  options to purchase  15,000  shares of common stock at
$3.57 per share were granted to Mr. Edgar  pursuant to a Stock Option  Agreement
dated July 12, 2002 between the Company and Mr. Edgar.


                                       11

<PAGE>

P
erformance Graph


     The  following  graph  shows a five-year  comparison  of  cumulative  total
returns: (1)

                           TOTAL SHAREHOLDER RETURNS

                           ANNUAL RETURN PERCENTAGES

For the years ended December 31,

Company Name/Index                 1997      1998      1999     2000      2001
----------------------           --------  --------  -------- --------  --------
HANSEN NAT CORP                    70.62    196.63    (19.77)  (10.14)     8.39
S&P SMALLCAP 600 INDEX             25.58     (1.31)    12.40    11.80      6.54
PEER GROUP                         34.05    (43.03)     9.15    17.06     47.15


                                INDEXED RETURNS

For the years ended December 31,

                          Base
                         Period
Company Name/Index        1996     1997      1998      1999     2000      2001
----------------------   ------  --------  --------  -------- --------  --------
HANSEN NAT CORP            100    170.62    506.12    406.07   364.88    395.48
S&P SMALLCAP 600 INDEX     100    125.58    123.95    139.32   155.76    165.94
PEER GROUP                 100    134.05     76.37     83.36    97.58    143.58

1 Annual  return  assumes  reinvestment  of dividends.  Cumulative  total return
assumes an initial  investment  of $100 on  December  31,  1996.  The  Company's
self-selected  peer group is  comprised  of Saratoga  Beverage  Group,  National
Beverage Corporation, Clearly Canadian Beverage Company, Triarc Companies, Inc.,
Leading Brands, Inc., Cott Corporation, Northland Cranberries and Jones Soda Co.
All of the companies in the peer group traded during the entire five-year period
with the exception of Saratoga Beverage Group, which traded through 1999, Triarc
Companies,  Inc.,  which sold their beverage  business in October 2000 and Jones
Soda Co., which started trading in August 2000.


Compensation of Directors

     The Company's  current  policy is to pay outside  directors  (non-executive
officers  who are  not  contractually  entitled  to be  nominated  to  serve  as
directors)  annual  fees of $7,000  plus $500 for each  meeting  attended of the
Board of Directors of the Company or any committee  thereof.  Norman E. Epstein,
Harold C. Taber, Jr. and Mark S. Vidergauz each earned director's fees of $8,000
for the  one-year  period  ended  December  31, 2001 and Benjamin M. Polk earned
director's  fees of $7,500 for the  one-year  period  ended  December  31, 2001.
Company Stock Option Plan


                                       12

<PAGE>

     The Company has a stock  option plan (the  "Plan")  that  provided  for the
grant of options to purchase up to  3,000,000  shares of the common stock of the
Company to certain key  employees  of the Company and its  subsidiaries.  During
2001, the Company adopted the Hansen Natural  Corporation 2001 Stock Option Plan
("2001 Option Plan").  The 2001 Option Plan provides for the grant of options to
purchase up to  2,000,000  shares of the common  stock of the Company to certain
key employees of the Company and its subsidiaries.

     Pursuant  to the Plan,  Messrs.  Sacks  and  Schlosberg  were each  granted
options to purchase 75,000 shares of Common Stock,  pursuant to individual stock
option  agreements each dated January 30, 1998 exercisable for a ten-year period
at an exercise  price of $1.59 per share.  37,500  shares of Common Stock out of
the original grant remain eligible for exercise.

     In addition,  pursuant to the Plan, Messrs.  Sacks and Schlosberg have each
been granted options to purchase 100,000 shares of Common Stock,  which vests as
follows:  9,500 on  February  2, 1999;  23,500 on  February  2, 2000;  23,500 on
February 2, 2001;  23,500 on  February 2, 2002;  and 20,000 on February 2, 2003,
pursuant to  individual  stock  option  agreements  each dated  February 2, 1999
exercisable for a ten-year period at an exercise price of $4.25 per share.

     Pursuant to the 2001 Option Plan,  Messrs.  Sacks and Schlosberg  have each
been granted options to purchase 150,000 shares of Common Stock,  which vests as
follows:  30,000 on July 12, 2003;  40,000 on July 12, 2004;  40,000 on July 12,
2005;  and  40,000  on July  12,  2006,  pursuant  to  individual  stock  option
agreements  each dated July 12,  2002  exercisable  for a ten-year  period at an
exercise price of $3.57 per share.

Outside Directors Stock Option Plan

     Mr.  Vidergauz  has been granted  options to purchase  12,000 shares of the
Company's common stock, pursuant to an individual stock option agreement,  dated
as of June 18, 1998,  exercisable  for a ten-year period at an exercise price of
$3.27 per  share,  under an option  plan that the  Company  has for its  outside
directors.

C
ertain Relationships and Related Transactions

     The  description  of the agreements  and  relationships  set forth below is
qualified  by  reference  to the  specific  terms  of  such  agreements  and the
description  of  such  relationships  set  forth  in  reports  and  registration
statements and exhibits thereto filed or to be filed by the Company with the SEC
under the 34 Act and the  Securities Act of 1933,  including any  post-effective
amendments to the Company's  registration  statement on Form S-3 (No.  33-35796)
and on Form S-8 (No.  333-41333).  Copies of any such  reports and  registration
statement or exhibits  thereto will be provided upon written request directed to
the  Chairman,  Hansen  Natural  Corporation,   1010  Railroad  Street,  Corona,
California 92882 and payment of a fee in the amount of the Company's  reasonable
expenses in furnishing such documents.


                                       13

<PAGE>

     Benjamin  M. Polk is a partner of  Winston  and Strawn and was a partner of
its predecessors, Whitman, Breed, Abbott & Morgan, LLP and Whitman & Ransom, law
firms  retained  by the  Company  since  1992 and in the  current  fiscal  year.
Billings for services provided by Winston & Strawn and its predecessor for 2001,
2000 and 1999 were $193,350, $180,954 and $414,932, respectively.

     During 2001, the Company  purchased  promotional items from IFM Group, Inc.
("IFM"). Rodney C. Sacks, together with members of his family, own approximately
27% of the issued shares of IFM. Hilton H. Schlosberg,  together with members of
his family,  own approximately  43% of the issued shares of IFM.  Purchases from
IFM of  promotional  items in 2001,  2000 and 1999 were  $164,638,  $115,520 and
$121,289 respectively.  The Company continues to purchase promotional items from
IFM Group, Inc. in 2002.

     During 2001, the Company purchased office supplies from Filterfresh  Orange
County  ("Filterfresh").  Rodney C. Sacks,  together with members of his family,
own  approximately  45% of the  issued  shares of  Filterfresh.  Purchases  from
Filterfresh in 2001, 2000 and 1999 were $4,607, $3,476 and $3,178, respectively.
The Company continues to purchase office supplies from Filterfresh in 2002.

 
                                AUDIT COMMITTEE

     The  Board of  Directors  has  adopted  a  written  charter  for the  Audit
Committee.  The Board of Directors has determined  that the members of the Audit
Committee are "independent," as defined in the rules of the National Association
of Securities  Dealers relating to audit  committees,  meaning that they have no
relationship  to the  Company  that may  interfere  with the  exercise  of their
independence from management and the Company.

Report of the Audit Committee

     The  Audit  Committee  of the Board of  Directors  oversees  the  Company's
financial  reporting process on behalf of the Board of Directors.  It meets with
management  and the Company's  independent  public  accountants  and reports the
results of its  activities to the Board of Directors.  In this  connection,  the
Audit Committee has done the following:

o    Reviewed and discussed the audited financial statements for the fiscal year
     ended December 31, 2001 with the Company's management;
o    Discussed   with  Deloitte  &  Touche,   LLP,  the  Company's   independent
     accountants,  the matters  required to be discussed by SAS 61 (Codification
     of Statements on Auditing Standards), as amended; and
o    Received written disclosure regarding  independence from Deloitte & Touche,
     LLP as required by Independent Standards Board Standard No. 1 (Independence
     Discussions  with Audit  Committees)  and discussed with Deloitte & Touche,
     LLP its independence.


                                       14


<PAGE>

     Based on the  foregoing,  the Audit  Committee  recommended to the Board of
Directors  that the audited  financial  statements  be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

                                                 Audit Committee
                                                     Norman C. Epstein, Chairman
                                                     Harold C. Taber, Jr.
                                                     Mark S. Vidergauz

Audit Fees

     The aggregate charges for services rendered by Deloitte & Touche LLP during
the year ended December 31, 2001 are as follows:

     Category                                   Aggregate Fees
    --------------------------------------     ----------------
     Audit Fees                                    $ 99,146
     Financial Information, System Design
         and Implementation Fees                       -
     All other fees                                   7,500
                                               -----------------
                                                   $106,646
                                               =================

     The  Audit  Committee  has  considered  whether  Deloitte  &  Touche  LLP's
provision of the services  covered  under the  captions  "Financial  Information
Systems Design and Implementation Fees" and "All Other Fees" above is compatible
with maintaining Deloitte & Touche LLP's independence and has determined that it
is.

Selected Financial Data

     The consolidated statements of operations data set forth below with respect
to each of the years ended  December  31, 1999 through 2001 are derived from the
consolidated financial statements audited by Deloitte & Touche, LLP, independent
certified  public  accountants,  and  should be read in  conjunction  with those
financial  statements  and  notes  thereto  included  elsewhere  in  this  proxy
statement and in the 1999, 2000, and 2001 Forms 10-K.

     Effective  January 1, 2002, the Company adopted the provisions of Statement
of  Financial   Accounting  Standards  ("SFAS")  No.  142,  Goodwill  and  Other
Intangible Assets. This statement  discontinued the amortization of goodwill and
indefinite-lived intangible assets, subject to periodic impairment testing. Upon
adoption of SFAS No. 142, the Company  evaluated the useful lives of its various
trademark  licenses and  trademarks  and concluded that certain of the trademark
licenses and trademarks have indefinite lives.  Unamortized  trademark  licenses
and  trademarks  ceased to be  amortized  effective  January 1, 2002 and will be
subject to periodic impairment analysis.


                                       15

<PAGE>

                                          For the years ended December 31,
                                        2001            2000            1999
                                    ------------    ------------    ------------
Net income, as reported              $3,019,353      $3,915,126      $4,477,868
Add back:  Amortization of
   trademark licenses and
   trademarks (net of tax effect)       292,241         211,716         175,670
                                    ------------    ------------    ------------
Adjusted net income                  $3,311,594      $4,126,842      $4,653,538
                                    ============    ============    ============

Net income per common share -       
   basic, as reported                    $ 0.30          $ 0.39         $  0.45
Amortization of trademark
   licenses and trademarks (net of
   tax effect)                             0.03            0.02            0.02
                                    ------------    ------------    ------------
Adjusted net income per common            
   share - basic                         $ 0.33          $ 0.41         $  0.47
                                    ============    ============    ============

Net income per common share -       
   diluted, as reported                  $ 0.29          $ 0.38         $  0.43
Amortization of trademark
   licenses and trademarks (net of
   tax effect)                           $ 0.03            0.02            0.02
                                    ------------    ------------    ------------
Adjusted net income per common      
   share - diluted                       $ 0.32          $ 0.40         $  0.45
                                    ============    ============    ============

     On January 1, 2002, the trademark  licenses and trademarks  were tested for
impairment in accordance  with the  provisions of SFAS No. 142. Fair values were
estimated based on the Company's best estimate of the expected  present value of
future cash flows. In respect of certain trademark  licenses and trademarks,  no
amounts were impaired at that time. The remaining  useful lives of the remaining
trademark licenses and trademarks being amortized were reviewed and deemed to be
appropriate.  The  following  provides  additional  information  concerning  the
Company's  trademark  licenses  and  trademarks  as of  December  31,  2001,  as
presented in accordance with SFAS No. 142:

     Amortizing trademark licenses and trademarks            $   1,113,882
     Accumulated amortization                                      (38,075)
                                                            ---------------
                                                                 1,075,807
     Non-amortizing trademark licenses and trademarks           16,274,414
                                                            ---------------
                                                             $  17,350,221
                                                            ===============

     All  amortizing  trademark  licenses and  trademarks  have been assigned an
estimated  finite useful life, and are amortized on a  straight-line  basis over
the number of years that approximate  their respective useful lives ranging from
1 to 40 years. The  straight-line  method of amortization  allocates the cost of
the trademark licenses and trademarks to earnings in proportion to the amount of


                                       16


<PAGE>

economic  benefits obtained by the Company in that report period. As of December
31, 2001, future estimated  amortization expense related to amortizing trademark
licenses and trademarks through the year ended December 31, 2006 is:

                    2002                 $ 47,752
                    2003                   37,952
                    2004                   36,014
                    2005                   36,014
                    2006                   36,014

                                  OTHER MATTERS

     The Company  knows of no other  matters to be submitted to the meeting.  If
any other matters  properly come before the meeting,  it is the intention of the
persons  named in the  enclosed  proxy to vote the shares they  represent as the
Board of Directors of the Company may recommend.

     It is important that your shares be represented at the meeting,  regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return,  at  your  earliest  convenience,  the  accompanying  proxy  card in the
stamped, self-addressed envelope which has been enclosed.

                           BY ORDER OF THE BOARD OF DIRECTORS

Dated:  September 16, 2002

                                       17


<PAGE>

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS
                           HANSEN NATURAL CORPORATION

                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON OCTOBER 18, 2002

The undersigned  hereby appoints  Rodney C. Sacks and Hilton H.  Schlosberg,  or
either of them, with full power of substitution as proxyholders to represent and
to  vote,  as  designated  on  the  reverse  hereof,  the  common  stock  of the
undersigned at the Annual Meeting of  Stockholders  of the Company to be held on
October 18, 2002, and any adjournments thereof.

                  (Continued and to be signed on reverse side)


<PAGE>

       Please mark your
  X    votes as in this
-----  example.


The Board of Directors Recommends a Vote "For" All Proposals.


                 FOR all nominees          WITHHOLD
                  below at right           AUTHORITY
                   (except as        to vote for all nominees
                 instructed below)       listed at right

1. To elect six                                           NOMINEES:
   Directors                                              Rodney C. Sacks
                    -------                -------        Hilton H. Schlosberg
                                                          Benjamin M. Polk
INSTRUCTION:  To withold authority                        Norman C. Epstein
to vote for any individual nominee,                       Harold C. Taber, Jr.
strike through the name of the                            Mark S. Vidergauz
nominee(s) for whom authority is
withheld.


2. To ratify the appointment of Deloitte &
   Touche, LLP as independent auditors.            -------    -------    -------



The shares represented in this proxy card will be voted as directed above. IF NO
DIRECTION  IS GIVEN AND THE PROXY CARD IS VALIDLY  EXECUTED,  THE SHARES WILL BE
VOTED FOR ALL  LISTED  PROPOSALS.  IN THEIR  DISCRETION,  THE  PROXYHOLDERS  ARE
AUTHORIZED  TO VOTE UPON SUCH OTHER  BUSINESS  AS MAY  PROPERLY  COME BEFORE THE
MEETING.


PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.


SIGNATURE                  DATE         SIGNATURE                  DATE         
         ----------------      --------          -----------------     --------
              TITLE                                    TITLE

Important:  Sign exactly as your name appears above  hereof.  Give full title of
executor,  administrator,  trustee, guardian, etc. Joint owners should each sign
personally.