<PAGE>

                                        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 June 30, 1998      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 91720
                             (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 9,296,502 shares of common stock
                                      outstanding as of August 1, 1998



                                       1

<PAGE>





                                     HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                                    June 30, 1998

                                                        INDEX



                                                                        Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 1998
                  and December 31, 1997                                        3

                  Consolidated Statements of Operations for the
                  three and six months ended June 30, 1998 and 1997            4

                  Consolidated Statements of Cash Flows for the
                  six months ended June 30, 1998 and 1997                      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                                              14


Item 6.           Exhibits and Reports on Form 8-K                            14

                  Signatures                                                  14



                                       2

<PAGE>



HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)

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



                                                                                      June 30,           December 31,
                                                                                        1998               1997
<S>                                                                                <C>                  <C>  
ASSETS

CURRENT ASSETS:
Cash                                                                                $ 2,146,543         $   395,231
Accounts receivable (net of allowance for doubtful
   accounts, sales returns and cash discounts of $464,521
   in 1998 and $315,629 in 1997 and promotional allowances
   of $1,673,848 in 1998 and $1,067,749 in 1997)                                      2,873,885           1,533,748
Inventories                                                                           3,996,739           3,915,983
Prepaid expenses and other current assets                                               163,643             214,468
                                                                                    -----------         -----------
   Total current assets                                                               9,180,810           6,059,430

PROPERTY AND EQUIPMENT, net                                                             622,135             412,496

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
   of $2,538,478 in 1998 and $2,390,878 in 1997)                                     10,089,733          10,208,116
Notes receivable from officer and director                                               46,536              68,235

Deposits and other assets                                                               203,297             185,082
                                                                                    -----------         -----------
   Total intangible and other assets                                                $10,339,566         $10,461,433
                                                                                    ===========         ===========
                                                                                    $20,142,511         $16,933,359
                                                                                    ===========         ===========

                        LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                    $ 2,855,444         $ 2,195,200
Accrued liabilities                                                                     474,721             444,807
Accrued compensation                                                                    447,251             322,114
Current portion of long-term debt                                                       740,660             520,835
Income taxes payable                                                                    990,590              81,800
                                                                                    -----------         -----------
   Total current liabilities                                                          5,508,666           3,564,756

LONG-TERM DEBT, less current portion                                                  2,935,954           3,407,824

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  9,149,191  and
   9,130,869 shares issued
   and outstanding in 1998 and 1997, respectively                                        45,746              45,654
Additional paid-in capital                                                           10,858,223          10,858,315
Retained earnings (accumulated deficit)                                                 861,163            (875,949)
Foreign currency translation adjustment                                                 (67,241)            (67,241)
                                                                                    ------------        ------------
   Total shareholders' equity                                                        11,697,891           9,960,779
                                                                                    ------------        ------------
                                                                                    $20,142,511         $16,933,359
                                                                                    ============        ============
</TABLE>



                                       3

<PAGE>


HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>


<S>                                                       <C>            <C>                 <C>             <C>
                                                                   Three Months Ended              Six Months Ended
                                                                        June 30,                       June 30,
                                                          ---------------------------        ----------------------------
                                                               1998           1997               1998           1997
                                                           ------------  ------------        ------------    ------------

NET SALES                                                  $13,950,530   $11,496,228         $25,215,385     $18,615,814

COST OF SALES                                                7,009,343     6,791,491          12,622,771      11,027,737
                                                           ------------  ------------        ------------    ------------

GROSS PROFIT                                                 6,941,187     4,704,737          12,592,614       7,588,077

OPERATING EXPENSES:
Selling, general and administrative                          5,283,867     3,809,192           9,562,351       6,396,957
Amortization of trademark license and trademarks                73,800        73,500             147,600         147,000
Other expenses                                                  15,000        72,991              30,000         147,135
                                                           -----------    ----------         ------------    ------------

         Total operating expenses                            5,372,667     3,955,683           9,739,951       6,691,092
                                                           -----------    -----------        ------------    ------------

OPERATING INCOME                                             1,568,520       749,054           2,852,663         896,985

NET INTEREST AND FINANCING EXPENSE                             102,824       148,691             211,657         273,066

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

INCOME BEFORE PROVISION
         FOR INCOME TAXES                                    1,465,696       600,363           2,641,006         623,919

PROVISION FOR INCOME TAXES                                     450,000        37,800             920,123          40,200
                                                           ------------   ------------        -----------     -----------


NET INCOME                                                 $ 1,015,696     $ 562,563         $ 1,720,883      $  583,719
                                                           ===========    ===========        ============     ===========


NET INCOME PER COMMON SHARE:
         Basic                                             $     0.11      $   0.06          $     0.19       $    0.06
                                                          ============    ===========        ============     ===========
         Diluted                                           $     0.10      $   0.06          $     0.17       $    0.06
                                                          ============    ===========        ============     ===========


NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
         Basic                                               9,140,948     9,214,962           9,135,936       9,195,639
                                                          =============   ===========        ============     ===========
         Diluted                                            10,361,279     9,219,049          10,391,250       9,219,049
                                                          =============   ===========        ============     ===========
</TABLE>




                                       4

<PAGE>


HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                               1998             1997
<S>                                                                                    <C>                 <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                              $ 1,720,883        $  583,719
Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
   Amortization of trademark license and trademarks                                         147,600           147,000
   Depreciation and other amortization                                                      100,899           124,034
   Compensation expense related to issuance of stock options                                 16,229
   Effect on cash of changes in operating assets and liabilities:
     Accounts receivable                                                                 (1,340,137)       (1,079,485)
     Inventories                                                                            (80,756)          (38,372)
     Prepaid expenses and other current assets                                               50,825          (320,434)
     Accounts payable                                                                       660,244           937,861
     Accrued liabilities                                                                     29,914            (7,629)
     Accrued compensation                                                                   125,137           (26,972)
     Income taxes payable                                                                   908,790            81,800
                                                                                        ------------      ------------
       Net cash provided by operating activities                                          2,339,628           401,522

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                         (310,538)         (151,592)
Increase in trademark license and trademarks                                                (29,217)          (44,750)
Decrease (increase) in notes receivable from officer and director                            21,699            (1,169)
Increase in deposits and other assets                                                       (18,215)          (56,497)
                                                                                       -------------      ------------
       Net cash used in investing activities                                               (336,271)         (254,008)

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term borrowings                                                                               6,028
Increase in long-term debt                                                                                     14,546
Principal payments on long-term debt                                                       (252,045)             (621)
                                                                                        ------------      ------------
       Net cash (used in) provided by financing activities                                 (252,045)           19,953

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                       -               (66,334)

                                                                                        ------------      ------------
NET INCREASE IN CASH                                                                      1,751,312           101,133
CASH, beginning of period                                                                   395,231           186,931
                                                                                        ============      ============
CASH, end of period                                                                     $ 2,146,543       $   288,064
                                                                                        ============      ============
                                                                                              
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
   Interest                                                                             $   193,520       $   225,505
                                                                                        ============      ============
   Income taxes                                                                         $     2,400       $     2,400
                                                                                        ============      ============
</TABLE>


                                       5

<PAGE>


HANSEN NATURAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------

         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, 1997,  which is
         incorporated  by  reference,  for a  summary  of  significant  policies
         utilized by Hansen Natural Corporation  ("Hansen" or "Company") and its
         subsidiaries,  Hansen Beverage  Company ("HBC") and CVI Ventures,  Inc.
         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:

                                           June 30,             December 31,
                                             1998                  1997
                                        ------------           ------------
           Raw materials                $ 1,851,552             $  388,877
           Finished goods                 2,145,187              3,527,106
                                        ------------           ------------
                                        $ 3,996,739             $3,915,983
                                        ============           ============




                                       6

<PAGE>



M
ANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

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

General

          During the three months ended June 30, 1998, the Company  continued to
make  progress  towards  achieving  its  goal of  geographically  expanding  the
Hansen's(R)  brand as well as expanding the  Hansen's(R)  brand  product  range.
During the three months ended June 30, 1998,  the expansion of  distribution  of
certain of the Company's  products into markets outside of California  continued
to make good  progress.  In April  1997,  the  Company  introduced  its  lightly
carbonated  functional  energy drink in an 8.2-ounce  slim can.  Repeat sales of
this  product  have been  encouraging.  During the first  quarter  of 1998,  the
Company  extended its "functional"  beverage  product line by introducing  three
additional  functional drinks in 8.2-ounce slim cans, a ginger flavored d-stress
drink, an orange flavored  anti-ox drink and a guarana  flavored  stamina drink.
During  the  second  quarter  of 1998,  the  Company  launched  its new  Healthy
Start(TM)  line of juices with  DynaJuice(TM),  a shelf  stable 100% juice blend
with 15 vitamins and minerals.  Also during the quarter,  the Company introduced
two new 100% juice blends, Hansen's (R) Natural Apple Strawberry and Apple Grape
juices,  both of which  contain  vitamin C. The  Company  intends  to  introduce
additional  functional  drinks  and a new line of premium  functional  Smoothies
later in  1998.  Other  new  product  developments  include  additional  Healthy
Start(TM)  juices  as well as new lines of  premium  natural  sodas and  premium
functional iced teas in proprietary glass bottles,  which the Company intends to
introduce later in 1998 or in 1999. The Company continues to incur  expenditures
in connection with the development and introduction of new products and flavors.

         The increase in net sales and  profitability  in the second  quarter of
1998 was primarily  attributable to increased sales of the Company's  functional
energy drink and sales of the Company's three new functional drinks in 8.2-ounce
slim cans and, to a lesser extent,  to sales of the Company's  newly  introduced
DynaJuice(TM) and apple juice blends.

         The increase in sales of functional drinks was attributable to the fact
the Company only launched its functional energy drink in April 1997, and also to
the fact that during the comparable period in 1997, the Company did not have any
sales of the three new functional drinks which were only introduced in the first
quarter of 1998.  Portion of the sales of the three new functional drinks during
the second quarter of 1998 were attributable to opening orders from distributors
prior  to  their  launching  such  products  in  their  respective  territories.
Consequently, sales of the three new functional drinks during the second quarter
of 1998 may not be  indicative  of sales  that will be  achieved  in  subsequent
periods.

         The increase in net sales and  profitability  in the second  quarter of
1998 was partially  offset by a slight decrease in sales of soda and lower sales
of apple juice.  For the second quarter of 1998,  sales of Smoothies,  iced teas
lemonades and juice  cocktails,  were about the same as in the second quarter of
1997.





                                       7

<PAGE>



Results of Operations For The  Three-Months  Ended June 30, 1998 Compared to the
Three-Months Ended June 30, 1997

         Net Sales.  For the  three-months  ended June 30, 1998,  net sales were
approximately $14.0 million, an increase of $2.5 million or 21.3% over the $11.5
million net sales for the three-months  ended June 30, 1997. The increase in net
sales was primarily  attributable to increased sales of the Company's functional
energy drink which was  introduced in the second  quarter of 1997,  sales of the
Company's three new functional drinks which were introduced in the first quarter
of 1998 and, to a lesser extent, sales of DynaJuice(TM) and apple juice blends.
The increase in net sales was  partially  offset by decreased  sales of soda and
apple juice. Sales of Smoothies,  iced teas lemonades and juice cocktails,  were
about the same as in the comparable period in 1997.

         Gross Profit.  Gross profit was $6.9 million for the three-months ended
June 30, 1998,  an increase of $2.2 million or 47.5% over the $4.7 million gross
profit for the three-months ended June 30, 1997. Gross profit as a percentage of
net sales increased to 49.8% for the three-months ended June 30, 1998 from 40.9%
for the  three-months  ended June 30,  1997.  The  increase in gross  profit was
primarily  attributable to increased net sales and higher margins achieved.  The
increase in gross profit as a percentage of net sales was primarily attributable
to higher margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating  expenses were $5.4 million
for the  three-months  ended June 30, 1998, an increase of $1.4 million or 35.8%
over total operating  expenses of $4 million for the three-months ended June 30,
1997.  Total operating  expenses as a percentage of net sales increased to 38.5%
for the three-months  ended June 30, 1998 from 34.4% for the three-months  ended
June  30,  1997.  The  increase  in  total  operating   expenses  was  primarily
attributable to increased selling, general and administrative expenses which was
partially  offset  by a  decrease  in  other  expenses.  The  increase  in total
operating expenses as a percentage of net sales was primarily attributable to an
increase in selling,  general and administrative  expenses and the comparatively
smaller increase in net sales from the comparable period in 1997.

         Selling,  general and administrative expenses were $5.3 million for the
three-months  ended June 30,  1998,  an increase  of $1.5  million or 38.7% over
selling,   general  and   administrative   expenses  of  $3.8  million  for  the
three-months ended June 30, 1997. Selling,  general and administrative  expenses
as a percentage of net sales increased to 37.9% for the three-months  ended June
30, 1998 from 33.1% for the  three-months  ended June 30, 1997.  The increase in
selling  expenses  was  primarily   attributable  to  increases  in  promotional
expenditures  and allowances,  costs of promotional  materials,  advertising and
distribution  costs.  The  increase in general and  administrative  expenses was
primarily  attributable to increased  payroll and other costs in connection with
the  Company's  expansion   activities  into  additional  states  and  operating
activities to support the increase in net sales.



                                       8

<PAGE>


         Other  expenses were  approximately  $15,000 for the three months ended
June 30, 1998 compared to $73,000 for the three months ended June 30, 1997.  The
decrease in other  expenses was  primarily  attributable  to the  expiration  of
certain consulting agreements entered into in connection with the acquisition of
the Hansen  business.  The decrease  was  partially  offset by a new  consulting
agreement entered into with the former president of HBC in June 1997.

         Operating Income.  Operating income was $1,569,000 for the three-months
ended June 30, 1998, an increase of $820,000 or 109.4% over operating  income of
$749,000  for the three-  months  ended  June 30,  1997.  Operating  income as a
percentage of net sales increased to 11.2% for the  three-months  ended June 30,
1998 from 6.5% in the  comparable  period in 1997.  The  increase  in  operating
income was  attributable  to a $2.2  million  increase in gross profit which was
partially offset by an increase of $1.4 million in operating expenses.

         Net Interest and Financing Expense.  Net interest and financing expense
was  $103,000  for the  three-months  ended June 30, 1998, a decrease of $46,000
from net interest and financing  expense of $149,000 for the three-months  ended
June 30, 1997. The decrease in net interest and financing  expense was primarily
attributable  to the fact that during the  three-months  ended June 30, 1998, no
amounts were  outstanding  on the Company's  revolving  line of credit,  and the
principal amounts  outstanding on the Company's term loan were lower than during
the comparable  period in 1997.  Interest income of $6,000 for the  three-months
ended June 30, 1998,  as compared to no interest  income  during the  comparable
period in 1997, is included in net interest and financing expense.

         Provision for Income Taxes. Provision for income taxes was $450,000, an
increase  of $412,000  over the  provision  for income  taxes of $38,000 for the
comparable  period in 1997.  During the first and second  quarters of 1997,  the
provision for income taxes was reduced by a reduction in the valuation allowance
which was  applied  against  certain tax  benefits.  During the first and second
quarters of 1998,  the  provision  for income  taxes was not reduced to the same
extent as in 1997 as the valuation  allowance was fully reduced during the first
and second quarters of 1998.

         Net Income.  Net income was $1,016,000 for the three-months  ended June
30, 1998, compared to net income of $563,000 for the three-months ended June 30,
1997. The $453,000  increase in net income  consists of an increase in operating
income of  $820,000  and a decrease  of $46,000 in net  interest  and  financing
expense  which was  partially  offset by a $412,000  increase in  provision  for
income taxes.




                                       9

<PAGE>
Results of  Operations  For The  Six-months  Ended June 30, 1998 Compared to The
Six-months Ended June 30, 1997

         Net Sales.  For the  six-months  ended June 30, 1998,  net sales were
approximately $25.2 million, an increase of $6.6 million or 35.5% over the $18.6
million net sales for the  six-months  ended June 30, 1997.  The increase in net
sales was primarily  attributable to increased sales of the Company's functional
energy drink which was introduced in the second quarter of 1997 and sales of the
Company's three new functional drinks which were introduced in the first quarter
of 1998 and, to a lesser extent,  to increased  sales of Smoothies,  soda,  iced
teas lemonades and juice cocktails,  and sales of DynaJuice(TM) and apple juice
blends.  The increase in net sales was  partially  offset by decreased  sales of
apple juice.

         Gross Profit.  Gross profit was $12.6 million for the six-months  ended
June 30,  1998,  an  increase of $5 million or 66% over the $7.6  million  gross
profit for the six-months  ended June 30, 1997.  Gross profit as a percentage of
net sales  increased to 49.9% for the six-months  ended June 30, 1998 from 40.8%
for the  six-months  ended  June 30,  1997.  The  increase  in gross  profit was
primarily  attributable to increased net sales and higher margins achieved.  The
increase in gross profit as a percentage of net sales was primarily attributable
to higher margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating expenses were $9.7 million
for the  six-months  ended June 30,  1998,  an increase of $3.0 million or 45.6%
over total operating  expenses of $6.7 million for the six-months ended June 30,
1997.  Total operating  expenses as a percentage of net sales increased to 38.6%
for the six-months  ended June 30, 1998 from 35.9% for the six-months ended June
30, 1997. The increase in total operating  expenses were primarily  attributable
to increased selling,  general and  administrative  expenses which was partially
offset by a decrease in other expenses. The increase in total operating expenses
as a  percentage  of net sales was  primarily  attributable  to the  increase in
operating expenses and the comparatively  smaller increase in net sales from the
comparable period in 1997.

         Selling,  general and administrative expenses were $9.6 million for the
six-months  ended  June 30,  1998,  an  increase  of $3.2  million or 49.5% over
selling,  general and administrative expenses of $6.4 million for the six-months
ended  June  30,  1997.  Selling,  general  and  administrative  expenses  as  a
percentage  of net sales  increased to 37.9% for the  six-months  ended June 30,
1998 from  34.4% for the  comparable  period in 1997.  The  increase  in selling
expenses was primarily attributable to increases in promotional expenditures and
allowances, costs of promotional materials,  advertising and distribution costs.
The increase in general and administrative  expenses was primarily  attributable
to increased payroll and other costs in connection with the Company's  expansion
activities  into  additional  states and  operating  activities  to support  the
increase in net sales.

           Other  expenses were  approximately  $30,000 for the six months ended
June 30, 1998 compared to $147,000 for the three months ended June 30, 1997. The
decrease in other  expenses was  primarily  attributable  to the  expiration  of
certain consulting agreements entered into in connection with the acquisition of
the Hansen  business.  The decrease  was  partially  offset by a new  consulting
agreement entered into with the former president of HBC in June 1997.



                                       10

<PAGE>

         Operating  Income.  Operating  income was $2,853,000 for the six-months
ended June 30, 1998, an increase of $1,956,000 or 218.0% over  operating  income
of  $897,000  for the six- months  ended June 30,  1997.  Operating  income as a
percentage  of net sales  increased to 11.3% for the  six-months  ended June 30,
1998 from 4.8% in the  comparable  period in 1997.  The  increase  in  operating
income was  attributable  to a $5 million  increase  in gross  profit  which was
partially offset by an increase of $3 million in operating expenses.

         Net Interest and Financing Expense.  Net interest and financing expense
was $212,000 for the six-months  ended June 30, 1998, a decrease of $61,000 from
net interest and financing expense of $273,000 for the six-months ended June 30,
1997. The decrease in net interest and financing expense was attributable to the
fact that during the six-months ended June 30, 1998, no amounts were outstanding
on the Company's  revolving line of credit and the principal amounts outstanding
on the Company's term loan were lower than during the comparable period in 1997.
Interest income of $7,000 for the six-months ended June 30, 1998, as compared to
no interest  income  during the  comparable  period in 1997,  is included in net
interest and financing expense.

         Provision for Income Taxes. Provision for income taxes was $920,000, an
increase  of $880,000  over the  provision  for income  taxes of $40,000 for the
comparable  period in 1997.  During the first and second  quarters of 1997,  the
provision for income taxes was reduced by a reduction in the valuation allowance
which was  applied  against  certain tax  benefits.  During the first and second
quarters of 1998,  the  provision  for income  taxes was not reduced to the same
extent as in 1997 as the valuation  allowance was fully reduced during the first
and second quarters of 1998.

         Net Income. Net income was $1,721,000 for the six-months ended June 30,
1998 compared to net income of $584,000 for the six-months  ended June 30, 1997.
The  $1,137,000  increase in net income  consists  of an  increase in  operating
income of  $1,956,000  and a decrease of $61,000 in net interest  and  financing
expenses  which was  partially  offset by a $880,000  increase in provision  for
income taxes.

Liquidity and Capital Resources

          As of June 30,  1998,  the Company had working  capital of  $3,672,000
compared to working  capital of  $2,495,000  as of December 31,  1997.  Net cash
provided by  operating  activities  increased to  $2,340,000  for the six months
ended June 30, 1998 as compared to $402,000 for the  comparable  period in 1997.
The increase in working  capital and net cash  provided by operating  activities
was primarily  attributable  to net income earned after  adjustments for certain
noncash expenses, primarily amortization of trademark license and trademarks and
depreciation and other amortization, during the six-months ended June 30, 1998.

          Management  believes that cash generated from  operations and its 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.




                                       11

<PAGE>

          Net cash used in  investing  activities  increased to $336,000 for the
six-months ended June 30, 1998 as compared to $254,000 for the comparable period
in 1997.  The increase in net cash used in investing  activities  was  primarily
attributable  to purchases of property  and  equipment to support the  Company's
expansion and  development  plans.  Although the Company has no current plans to
incur  any  material  capital  expenditures,  management,  from  time  to  time,
considers the acquisition of capital equipment,  particularly  coolers and vans,
and businesses compatible with the image of the Hansen's(R) brand as well as the
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 increased to $252,000 for the six
months  ended  June 30,  1998 as  compared  to net cash  provided  by  financing
activities  of $20,000 for the  comparable  period in 1997.  The increase in net
cash used in financing  activities was primarily  attributable  to the fact that
during the six-months ended June 30, 1998,  principal  payments of $252,000 were
made in reduction of HBC's term loan. As of June 30, 1998, the sum of $3,667,000
was outstanding under the term loan.

         The revolving line of credit is renewable on September 1, 1998. HBC has
received a written  proposal from its bank to renew its revolving line of credit
for a period of two years. In terms of such proposal,  HBC's effective borrowing
rate under the  revolving  line of credit would be reduced from prime plus 1% to
prime plus 1/4%. The Company  anticipates that such line will be renewed by this
date;  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.

Year 2000 Compliance

          Many currently  installed  computer systems and software  products are
coded to accept only two digit  entries in the date code field.  These date code
fields will need to accept four digit  entries or be modified in some fashion to
distinguish 21st century dates from 20th century dates. This problem could force
computers to either shut down or provide  incorrect  data. As a result,  in less
than two years, computer systems and software used by many companies may need to
be  upgraded  to comply  with such "Year  2000"  requirements.  The  Company has
examined its internal  computer systems and contacted its software  providers to
determine  whether the Company's  software  applications  are compliant with the
Year 2000.  While the Company  believes that its internal systems are fully Year
2000 compliant,  the Company intends to continue to review its internal  systems
for any  problems as well as monitor its key  customers  and  suppliers  for any
impact that the Year 2000 may have on their  information  systems  which in turn
could  impact the  Company.  While it is difficult to quantify the total cost to
the Company of the Year 2000 compliance activities,  the Company does not expect
the cost to be material.





                                       12

<PAGE>

Forward Looking Statements

          Certain  statements made in this Report,  including certain statements
made in this  Management's  Discussion and Analysis,  contain  "forward  looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended,
regarding   the   expectations   of   management   with   respect  to  revenues,
profitability,  adequacy of funds from  operations  and the  Company's  existing
credit facility, among other things.

          Management cautions that these statements are qualified by their terms
and/or  important  factors,  many of which are  outside  of the  control  of the
Company,  that could cause actual results and events to differ  materially  from
the  statements  made  herein,  including,  but not limited  to, the  following:
changes in consumer  preferences,  changes in demand  that are weather  related,
particularly  in areas outside of  California,  competitive  pricing  pressures,
changes in the price of the raw materials for the Company's  beverage  products,
the marketing  efforts of the  distributors of the Company's  products,  most of
which distribute products that are competitive with the products of the Company,
the  introduction of new products,  as well as unilateral  decisions that may be
made by grocery chain  stores,  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.  Management further notes that the Company's plans and
results  may be  affected  by any change in the  availability  of the  Company's
credit facilities and the actions of its creditors.

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:   August 14, 1998
                                           /s/ RODNEY C. SACKS 
                                           Rodney C. Sacks
                                           Chairman of the Board
                                           and Chief Executive Officer


Date:   August 14, 1998
                                           /s/ HILTON H. SCHLOSBERG
                                           Hilton H. Schlosberg
                                           Vice Chairman of the Board,
                                           President, Chief Operating Officer,
                                           Chief Financial Officer and Secretary






                                       14

<PAGE>


                                  EXHIBIT INDEX



Exhibit 10 (ddd)          Warrant Agreement dated as of April 23, 1998
                          between Hansen Natural Corporation and Rick Dees

Exhibit 27                Financial Data Schedule


                                       15






<PAGE>
                               WARRANT AGREEMENT



         This Warrant agreement (this  "Agreement") is made as of April 23, 1998
by  and  between  Hansen  Natural  Corporation,   a  Delaware  corporation  (the
"Company"), and Rick Dees (the "Holder").

Preliminary Recitals

         A Rick Dees is an  international  radio  personality and talk show host
and has been  appointed to be an endorser of and a spokesman for the products of
the Hansen Beverage Company, ("HBC"), the Company's wholly-owned subsidiary (the
"Products"), pursuant to a certain written letter agreement entered into between
the Hansen Beverage Company and the Holder (the "Representation Agreement").

         B. As compensation to the Holder for the services to be rendered by him
for and on behalf of the Company and to actively represent,  promote and develop
the Hansen's  brand and products over the period of the  Agreement,  the Company
desires  to grant to the Holder a warrant to  purchase  up to 150,000  shares of
common stock, par value $.005 per share, of the Company ("Common Stock"), on the
terms and subject to the conditions set forth below.

         NOW, THEREFORE, the Company and Holder agree as follows:

         1. Grant of Warrant  The Company  hereby  grants to Holder a warrant to
purchase up to 150,000  shares of Common Stock at a purchase  price of $2.50 per
share.


         2. Exercise  Period The Warrant shall be exercisable  during the period
(the  "Exercise  Period")  commencing on the  respective  dates  provided for in
Section 3 below and expiring on the earlier to occur of:

               (x) one (1) year  after  the  expiration  or  termination  of the
                   Representation Agreement and

               (y) December 14, 2000.

         3.       Exercise of Warrant

         (a)  Subject  to the  other  terms  of  this  Agreement  regarding  the
exercisability of the Warrant,  the Warrant may be exercised during the Exercise
Period in  respect of the  number of shares of Common  Stock  listed in Column A
from and after the exercise dates listed opposite such number in Column B:
                           A                                  B
                  Number of Shares          Exercise Date

                           8,333                     July 15, 1998
                           8,333                     August 15, 1998
                           8,333                     September 15, 1998
                           8,333                     October 15, 1998
                           8,333                     November 15, 1998
                           8,333                     December 15, 1998
                           8,333                     January 15, 1999
                           8,333                     February 15, 1999
                           8,333                     March 15, 1999
                           8,333                     April 15, 1999
                           8,333                     May, 15, 1999
                           8,333                     June 15, 1999
                           8,333                     July 15, 1999
                           8,333                     August 15, 1999
                           8,333                     September 15, 1999
                           8,333                     October 15, 1999
                           8,333                     November 15, 1999
                           8,339                     December 15, 1999

         (b) The Warrant vesting schedule set forth in paragraph (a) above shall
in respect of each  exercise  date be  subject  to the  Holder  having  actively
promoted  the  Hansen's  brand and  products  up to and  including  that date in
accordance with the Representation Agreement.

         (c) This Warrant may be  exercised,  to the extent  exercisable  by its
terms,  from  time to  time,  in whole  or in  part,  at any  time  prior to the
expiration  thereof.  Any exercise shall be accompanied by written notice to the
Company  specifying  the  number  of shares as to which  this  Warrant  is being
exercised,  in the form  attached to the Warrant  Certificate.  Notations of any
partial  exercise  or  installment  exercise,  shall be made by the  Company and
attached as a schedule hereto.

         (d) The Company  shall issue the Warrant  Certificate  or  certificates
evidencing  the Warrant  Shares  within  fifteen (15) days after receipt of such
notice and payment as hereinafter provided.

         4. Payment of Purchase Price Upon Exercise. At the time of any exercise
of the Warrant the purchase  price for the Warrant  Shares shall be paid in full
to the Company in either or any combination of the following ways:

         (a)      by check or other immediately available funds; or
         (b)  with  property   consisting  of  shares  of  Common  Stock  or  by
relinquishing a portion of the Warrant that is at that time  exercisable,  equal
in value  (determined  as set forth below) to the exercise price for the Warrant
Shares then purchased.  The shares of Common Stock or the portion of the Warrant
that  Holder  relinquishes  shall be  valued as of the date of  exercise  of the
Warrant  by the  Holder,  at the  closing  price,  in the case of  consideration
consisting  of  shares,  or at  the  excess  of the  closing  price  over  $2.50
multiplied  by number of shares  subject to that  portion of the Warrant that is
being relinquished,  in the case of a portion of the Warrant being relinquished.
For  example,  if a Holder  exercises  the  Warrant  for 300  shares for a total
exercise price of $750.00 and the closing price is $5.00, the Holder may pay for
the 300 Warrant  Shares by delivering  150 shares of Common Stock to the Company
or by  relinquishing  his right to exercise  the Warrant for an  additional  300
shares that are subject to the Warrant and are then exercisable.

                  For the purpose of this  Agreement,  the term "closing  price"
means,  with respect to the Company's  Common Stock, the last sale price regular
way or, in case no such  sales  take  place on such  date,  the  average  of the
closing  and asked  prices  regular  way on the  principal  national  securities
exchange on which the Common  Stock is listed or admitted to trading;  or if the
Common  Stock  is not  then  listed  or  admitted  to  trading  on any  national
securities exchange, the last sale price of the Common Stock on the consolidated
transaction  reporting system of the National  Association of Securities Dealers
Inc.  ("NASD"),  if such last sale information is reported on such system or, if
not so  reported,  the average of the closing bid and asked prices of the Common
Stock on the National  Association  of Securities  Dealers  Automated  Quotation
System  ("NASDAQ") or any comparable system or, if the securities are not listed
on NASDAQ or a  comparable  system,  the  average of the  closing  bid and asked
prices as furnished by two members of the NASD selected from time to time by the
Company for that purpose.

         5. Purchase for Investment; Resale Restrictions.  (a) The Holder hereby
represents,  and each  assignee  of  Holder as a  condition  to  transfer  shall
represent,  that he is  acquiring  or will  acquire  the Warrant and the Warrant
Shares for his own account,  for  investment  only with no present  intention of
distributing  or reselling  such  securities or any part thereof.  Unless at the
time of the  acquisition  of the Warrant or the exercise of the Warrant,  as the
case may be, there shall be, in the opinion of counsel for the Company,  a valid
and effective  registration statement under the Securities Act 1933 ("1933 Act")
and appropriate qualification and registration under applicable state securities
laws  relating  to the Warrant or the  Warrant  Shares,  as the case may be, the
Holder  shall,  prior to the  assignment  of the Warrant or upon exercise of the
Warrant or any portion thereof,  as the case may be, give a representation  that
he is acquiring such Warrant or Warrant Shares,  as the case may be, for his own
account, only for investment and not with the view to the resale or distribution
of any of such securities.  In the absence of such registration  statement,  the
Holder shall execute a written affirmation,  in form reasonably  satisfactory to
the Company,  of such investment  intent. The Holder further agrees that he will
not sell or  transfer  the Warrant or any  Warrant  Shares,  as the case may be,
until he requests and receives an opinion from the Company's  counsel,  or other
counsel reasonably satisfactory to the Company, to the effect that such proposed
sale  or  transfer  will  not  result  in a  violation  of  the  1933  Act  or a
registration  statement  covering the sale or transfer of the Warrant or Warrant
Shares,  as the case may be, has been declared  effective by the  Securities and
Exchange  Commission ("SEC"), or he obtains a no action letter from the SEC with
respect to the proposed  transfer.  There shall be stamped on the certificate(s)
representing  the Warrant or Warrant Shares,  as the case may be, an appropriate
legend giving notice of the  acquisition of such Warrant or Warrant  Shares,  as
the case may be, for investment and the  restriction on their transfer by reason
thereof.

         6.  Adjustments.  In the event of any change in the outstanding  Common
Stock  of  the  Company  by  reason  of  any  stock  recapitalization,   merger,
consolidation,  combination or exchange of shares, the kind of shares subject to
the Warrant  and/or their  purchase  price per share and/or the number of shares
shall be  appropriately  adjusted  consistent with such change in such manner as
the Board of  Directors of the Company may deem  equitable  in their  reasonable
discretion. In the event of a stock dividend or stock split, the kind of shares,
the  purchase  price  per share and  number  of  shares  shall be  appropriately
adjusted,  consistent  with such change in such manner as the Board of Directors
may deem equitable in their reasonable discretion.

         7. No Rights  of  Stockholder.  The  Holder  shall  have no rights as a
stockholder  with  respect to any Warrant  Shares  prior to the date of purchase
thereof and issuance to him of a certificate or certificates for such shares.

         8. No Right to Continue Representation  Agreement. This Agreement shall
not confer on the Holder or Licensee any rights with respect to  continuance  of
the  Representation  Agreement nor shall it interfere in any way with the rights
of any of the parties to terminate the Representation Agreement at any time.

         9.  Compliance  With  Law  and  Regulations.  This  Agreement  and  the
obligation of the Company to sell and deliver the Warrant and the Warrant Shares
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
If, at any time, the Board of Directors of the Company shall  determine that (a)
the  listing,  registration  or  qualification  of the  Warrant  Shares upon any
securities  exchange  or under any state or  federal  law or (b) the  consent or
approval of any  government  regulatory  body,  is  necessary  or desirable as a
condition to, or in connection with, the offer, sale and issuance of the Warrant
Shares,  the Warrant  shall not be  exercised  by the Holder in whole or in part
unless such listing, registration, qualification, consent, approval or agreement
shall have been effected or obtained,  free of any  conditions not acceptable to
the Board of Directors of the Company, acting reasonably.
         10. Tax Withholding  Requirements.  The Company shall have the right to
require the Holder to remit to the Company an amount  sufficient  to satisfy any
federal, state or local withholding or other tax requirements  applicable to the
sale of the Warrant or the issuance and sale of the Warrant  Shares prior to the
delivery of any Warrant Certificate or Certificates for the Warrant Shares.

         11. Change of Control.  Notwithstanding anything herein to the contrary
upon the  occurrence  of a change in control then provided that Holder is not in
breach  of  any of  the  provisions  of the  Representation  Agreement  and  the
Representation  Agreement is of full force and effect at that time, Holder shall
have the right to elect to terminate  the  Representation  Agreement and in that
event fifty percent (50%) of the remaining  shares subject to this Warrant which
have  not yet  vested  in the  Holder  in terms of 3(a)  above  shall  thereupon
immediately  vest in him and the balance shall fall way and the Exercise  Period
shall expire one (1) year after the date of such election.  Consequently, at any
time prior to the expiration of the Exercise  Period Holder shall be entitled to
exercise  this  Warrant in respect of that  number of Warrant  Shares that shall
have vested in the Holder  prior  thereto  together  with that number of Warrant
Shares that shall automatically vest in him upon such termination, in accordance
with the  provisions  of this  agreement.  In  exercising  his right to elect to
terminate the Representation Agreement in terms of this paragraph,  Holder shall
be obliged to act reasonably in the circumstances existing at that time. For the
purposes of this agreement "change in control" means

                  A. The acquisition of "beneficial ownership" by any person (as
defined in rule 13(d) - 3 under the Securities  Exchange Act 1934),  corporation
or other  entity  other than Hansen or a wholly  owned  subsidiary  of Hansen of
forty percent (40%) or more of the outstanding stock,

                  B. the sale or disposition of substantially all of the assets
of Hansen.

         12.  Fractional  Shares.  Notwithstanding  any other  provision of this
Agreement,  no  fractional  shares of stock shall be issued upon the exercise of
this Warrant and the company shall not be under any obligation to compensate the
Holder in any way for such fractional shares.

         13. Severability.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision  of this  Agreement  is held to be  prohibited  by or
invalid under  applicable  law, such provision  will be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
this Agreement.

         14.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  any one of which need not contain the signatures of more than one
party, but all of such  counterparts  taken together will constitute one and the
same Agreement.
         15. Descriptive  Headings.  The descriptive  headings of this Agreement
are inserted for convenience only and do not constitute a part of this Agreement
and shall not be used in the interpretation hereof.

         16.  Successors and Assigns.  This Agreement  shall be binding upon any
and all successors and assigns of the parties.

         17. Amendments.  This Agreement may not be modified,  amended, altered,
or  supplemented  except upon the execution and delivery of a written  agreement
executed by Holder and the Company.

         18.  Governing Law. This Agreement shall be construed  according to the
laws of the State of  Delaware  without  giving  effect to the  conflict  of law
provisions thereof, and all provisions hereof shall be administered according to
and its validity shall be determined under, the laws of such state, except where
preempted by federal laws.

         19.  Notices.  Any notice or other required or permitted  communication
hereunder shall be in writing directed as follows:

                  (a)      If to the Company to:

                           Hansen Natural Corporation
                           2380 Railroad, Suite 650
                           Corona, California  91720
                           Attention, Chairman

                           with copies to:

                           Whitman Breed Abbott & Morgan
                           200 Park Avenue
                           New York, New York  10166
                           Attention, Benjamin M. Polk, Esq.

                  (b)      If to the Holder;

                           c/o Edward White
                           Edward White & Company, LLP
                           21700 Oxnard, Suite 400
                           Woodland Hills, CA 91367

                  All  notices  shall be deemed  duly given and  received on the
date of actual  receipt if delivered in person or by facsimile  and on the fifth
day next succeeding the date of mailing if sent by U.S. mail.
         20. No Third Party Beneficiaries.  The rights,  benefits,  releases and
obligations  set forth  herein are solely for the  benefit of the  parties  and,
except as  expressly  provided  herein,  no third  party  shall  have any rights
hereunder.

         21. If, at any time prior to the expiration of a period of one (1) year
after the date on which this option is exercised by Holder the Company  proposes
to file a registration  statement under the 1933 Act with respect to an offering
by the Company for its own account of its shares of common  stock  (other than a
registration  statement  on Form S4 or S8 (or any  substitute  form  that may be
adopted by the SEC) or a  registration  statement  filed in  connection  with an
exchange  offering  of  securities  solely to the  Company's  existing  security
holders),  then the Company shall give written notice of such proposed filing to
Holder as soon as  practicable  (but in no event  less than 20 days  before  the
anticipated  filing date) and such notice shall offer the Holder the opportunity
to register the Warrant and/or the Warrant Shares,  as the case may be, provided
the Holder requests such  registration  within 10 days of receipt of such notice
(which  request  shall  specify  the  Warrant  and/or  number of Warrant  Shares
intended  to be disposed of by Holder and the  intended  method of  distribution
thereof) (a "Piggy Back" Registration). The Company shall, or in an underwritten
offering  shall  use its best  efforts  to cause  the  managing  Underwriter  or
Underwriters  of a proposed  underwritten  offering to permit the Warrant and/or
the Warrant Shares  requested to be included in a Piggy Back  Registration to be
included  on the same terms and  conditions  as any  similar  securities  of the
Company  included  therein and to permit the sale or other  disposition  of such
Warrant  and/or  Warrant  Shares  in  accordance  with the  intended  method  of
distribution  thereof as  specified  by the Holder by  written  notice  given in
accordance  with the  terms  hereof.  The  Company  may  withdraw  a Piggy  Back
Registration at any time prior to the time it becomes effective. Notwithstanding
anything  contained  herein,  if the managing  Underwriter or Underwriters of an
offering  described  above  determines,  in good  faith,  that  the  size of the
offering that the Company,  the Holder and any other  persons  intend to make is
such  that the  success  of the  offering  would be  adversely  affected  by the
inclusion of the Warrant and/or Warrant Shares  requested to be included,  then,
if securities  are being offered for the account of other persons as well as the
Company, the securities the Company seeks to include shall have priority however
securities sought to be included by any other person (including the Holder) and,
with respect to the securities  intended to be offered by Holder, the proportion
by which the amount of such class of securities intended to be offered by Holder
is reduced shall not exceed the  proportion by which the amount of such class of
securities  intended  to be offered by such other  persons is reduced  (it being
understood  that with respect to the Holder and third parties such reduction may
be all of such class of securities). The Holder undertakes to do all such things
and sign all such documents and provide all such  information as may be required
by the Company to prepare the appropriate  Registration Statement and Prospectus
and which may be  reasonably  required  to  facilitate  the  disposition  of the
Warrant and/or Warrant Shares.

         22.  This  Agreement  is  conditional  upon and subject to the Board of
Directors of the Company ratifying this Agreement on or before June 20, 1998.

         23. The Company  represents  and  warrants  that it is not aware of any
existing federal or state law or governmental or regulatory  agency  requirement
that would limit the ability of the Company to issue the  Warrants  contemplated
herein in terms of this  Agreement  or the  Holders  ability  to  exercise  such
warrants.  The Company  undertakes  to take  reasonable  steps to ensure that it
remains in compliance with any and all such federal and state rules, regulations
and laws.

         24. Any  disagreement,  dispute or claim  arising out of or relating to
this  agreement  or the  breach  or  termination  hereof  shall  be  settled  by
arbitration in accordance with the rules of the American Arbitration Association
and  judgement  on the award  rendered by the  arbitrator  may be entered in any
court  having  jurisdiction.  The parties  agree that in  rendering an award the
arbitrator shall have no jurisdiction to consider evidence with respect to or to
render any award or judgement  for  punitive or  exemplary  damages or any other
amount awarded for the purposes of imposing a penalty.  The parties specifically
waive any claims for punitive or exemplary  damages or any other amount  awarded
for the purposes of imposing a penalty, that arise out of or are related to this
Agreement or the conduct of the parties in connection with this  Agreement.  The
arbitrator shall have the power to award reasonable attorney's fees.


         IN WITNESS WHEREOF the parties have executed this Agreement as the date
first written above.

                          HANSEN NATURAL CORPORATION


                          By:
                          Name: Rodney C. Sacks
                          Title: Chairman and Chief
                          Executive Officer


                          HOLDER


                          By:
                          Name:





<PAGE>


RCS-2946.Doc
THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933 OR THE  SECURITIES  LAW OF ANY STATE AND MAY NOT BE
SOLD OR  OTHERWISE  DISPOSED  OF EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE  STATE  SECURITIES LAWS OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.


                           HANSEN NATURAL CORPORATION

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

         The  Transferability  of this Warrant is restricted as set forth in the
         related  Warrant  Agreement,  a copy of which may be obtained  from the
         Company at its principal office.


No. DIP-_______                                            Up to 150,000 SHARES


                  THIS   CERTIFIES  THAT  for  value  received  Rick  Dees  (the
"Holder") or registered assigns is the owner of a Warrant to purchase during the
period  expiring  no later than 5:00 p.m.  New York time on  December  14,  2000
(subject to earlier  expiration as provided in the Warrant Agreement between the
Company and the Holder, the "Warrant  Agreement"),  the number of fully paid and
non-assessable  shares of Common  Stock,  $.005 par value per  share,  of Hansen
Natural Corporation,  a Delaware corporation (hereinafter called the "Company"),
specified above upon payment of the Warrant Price (as defined below);  provided,
however, that, as set forth in the Warrant Agreement,  the right to purchase the
number of shares of the  Company's  Common  Stock set forth above shall vest and
become exercisable only in accordance with the schedule set forth in the Warrant
Agreement and may in addition be reduced in the circumstances described therein.

                   In  addition  to the  foregoing,  as  provided in the Warrant
Agreement,  certain  adjustments  may be made in the  discretion of the Board of
Directors of the Company in the number of shares of Common Stock  issuable  upon
exercise  of this  Warrant in the event of the change in the number of shares of
Common Stock of the Company outstanding by reason a stock split,  combination of
stock or stock  dividend  in such  manner  as the  Board of  Directors  may deem
equitable.

                  The warrant price per share  (hereinafter  called the "Warrant
Price") shall be $2.50. As provided in the Warrant Agreement,  the Warrant Price
is payable upon the exercise of this  Warrant,  either in cash by check or other
immediately  available funds or in shares of Common Stock or by  relinquishing a
portion of this Warrant.
                  Upon the  exercise  of this  Warrant,  the form of election to
purchase attached hereto must be properly completed and executed and surrendered
to the  Company  or its  transfer  agent.  In the  event  that this  Warrant  is
exercised  in respect of fewer than all of such  shares,  a new  Warrant for the
remaining  number of such  shares,  substantially  in the form  hereof,  will be
issued on such surrender.

                  This  Warrant  is issued  under,  and the  rights  represented
hereby  are  subject  to,  the terms and  provisions  contained  in the  Warrant
Agreement.  By acceptance  of an assignment of this Warrant any assignee  agrees
and assents to all the terms and provisions of the Warrant Agreement.  Reference
is hereby  made to terms and  conditions  of the  Warrant  Agreement  for a more
complete  statement of the rights and  limitations  of rights of the  registered
holder hereof and the rights and  obligations of the Company  thereunder,  which
terms and conditions are incorporated herein by reference. Copies of the Warrant
Agreement are on file at the principal office of the Company.

                  The Company  shall not be required upon the  exercise  of this
          Warrant to issue fractions of shares.

                  This Warrant is  transferable at the office of the Company (or
of its transfer agent) by the registered  holder hereof in person or by attorney
duly  authorized  in  writing,  but  only  in  the  manner  and  subject  to the
limitations  provided  in the  Warrant  Agreement,  and upon  surrender  of this
Warrant and the payment of any transfer  taxes.  Upon any such  transfer,  a new
Warrant,  or  new  Warrants  of  different  denominations,  of  like  tenor  and
representing  in the  aggregate the right to purchase a like number of shares of
Common Stock will be issued to the transferee in exchange for this Warrant.

                  This Warrant when surrendered at the office of the Company (or
of its transfer agent) by the registered holder hereof, in person or by attorney
duly authorized in writing,  may be exchanged,  in the manner and subject to the
limitations  provided in the Warrant  Agreement  for another  Warrant,  or other
Warrants  of  different  denominations,  of like tenor and  representing  in the
aggregate the right to purchase a like number of shares of Common Stock.

                  If this Warrant shall be surrendered  for exercise  within any
period  during  which the  transfer  books for shares of the Common Stock of the
Company or other  securities  purchasable  upon the exercise of this Warrant are
closed for any purpose,  the Company  shall not be required to make  delivery of
certificates for the securities purchasable upon such exercise until the date of
the reopening of said transfer books.

                  The Holder  this  Warrant  shall not be entitled to any of the
rights of a stockholder of the Company prior to the exercise hereof.



<PAGE>


                                                    PURCHASE FORM

                                                    Dated _______________, 19__

                  The  undersigned  hereby  irrevocably  elects to exercise  the
within Warrant to the extent of purchasing __________ shares of Common Stock and
hereby makes payment by [check or other  immediately  available  funds  totaling
$_______]  [delivery  of shares of Common  Stock  having a value (as  calculated
pursuant  to  paragraph  4(b)  of  the  Warrant   Agreement)  of  [$__________]]
[relinquishing  a portion of the within  Warrant  having a value  calculated  in
accordance  with  paragraph  4(b) of the  Warrant  Agreement  of $  ___________]
(delete inapplicable phrase) in payment of the actual exercise price thereof.

                    INSTRUCTIONS FOR REGISTRATION OF STOCK

Name________________________________________________________
                  (Please typewrite or print in block letters)

Address_____________________________________________________

                  Signature________________________________________________

                                ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Name________________________________________________________
                  (Please typewrite or print in block letters)

Address_____________________________________________________

the right to purchase Common Stock  represented by this Warrant to the extent of
________  shares  as  to  which  such  right  is  exercisable  and  does  hereby
irrevocably  constitute and appoint  _______________,  Attorney, to transfer the
same on the  books  of the  Company  with  full  power  of  substitution  in the
premises.

Date________________, 19__

Signature___________________________________________________




<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  YEAR-TO-DATE  AND IS QUALIFIED
IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>     000865752                         
<NAME>    HANSEN NATURAL CORPORATION                    
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 APR-01-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                          2,146,543
<SECURITIES>                                            0
<RECEIVABLES>                                   5,012,254
<ALLOWANCES>                                    2,318,369
<INVENTORY>                                     3,996,739
<CURRENT-ASSETS>                                9,180,810
<PP&E>                                          1,350,268  
<DEPRECIATION>                                    728,133
<TOTAL-ASSETS>                                 20,142,511 
<CURRENT-LIABILITIES>                           5,508,666
<BONDS>                                                 0
<PREFERRED-MANDATORY>                                   0
<PREFERRED>                                             0
<COMMON>                                           45,746
<OTHER-SE>                                     11,652,145
<TOTAL-LIABILITY-AND-EQUITY>                   20,142,511
<SALES>                                        25,215,385
<TOTAL-REVENUES>                               25,215,385
<CGS>                                          12,622,771
<TOTAL-COSTS>                                  12,622,771
<OTHER-EXPENSES>                                9,739,951
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                211,657      
<INCOME-PRETAX>                                 2,641,006
<INCOME-TAX>                                      920,123
<INCOME-CONTINUING>                             1,720,883
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                    1,720,883
<EPS-PRIMARY>                                         .19
<EPS-DILUTED>                                         .17
        



</TABLE>