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, 1999 Commission file number 0-18761


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


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


                        2380 Railroad Street, Suite 101,
                          Corona, California 92880-5471
               (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 9,975,568 shares of common stock
                         outstanding as of July 30, 1999



<PAGE>

                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                  June 30, 1999

                                      INDEX



                                                                        Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 1999
                  and December 31, 1998                                        3

                  Consolidated Statements of Operations for the
                  three and six-months ended June 30, 1999 and 1998            4

                  Consolidated Statements of Cash Flows for the
                  six-months ended June 30, 1999 and 1998                      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                                              18


Item 6.           Exhibits and Reports on Form 8-K                            18

                  Signatures                                                  18


                                       2

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998 (Unaudited)
--------------------------------------------------------------------------------

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

                                                                                         June 30,            December 31,
                                                                                           1999                   1998
                                                                                    ------------------    -------------------
                         ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                           $       2,891,338     $        3,806,089
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $408,224
    in 1999 and $378,641 in 1998 and promotional allowances
    of $2,310,023 in 1999 and $1,608,123 in 1998)                                           4,810,843              1,827,544
Inventories, net                                                                            6,502,521              5,211,077
Prepaid expenses and other current assets                                                     415,923                244,318
                                                                                    ------------------    -------------------
                                                                                           14,620,625             11,089,028

PROPERTY AND EQUIPMENT, net                                                                   625,136                601,523

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $2,835,758 in 1999 and $2,687,462 in 1998)                                           9,855,120             10,003,417
Note receivable from director                                                                                         20,861
Deposits and other assets                                                                     523,956                211,903
                                                                                    ------------------    -------------------
                                                                                           10,379,076             10,236,181
                                                                                    ------------------    -------------------
                                                                                    $      25,624,837     $       21,926,732
                                                                                    ==================    ===================

                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                    $       5,064,146     $        1,870,253
Accrued liabilities                                                                           369,127                403,864
Accrued compensation                                                                          314,899                476,001
Current portion of long-term debt                                                           1,024,042              2,072,818
Income taxes payable                                                                        1,104,960              1,269,185
                                                                                    ------------------    -------------------
                                                                                            7,877,174              6,092,121

LONG-TERM DEBT, less current portion                                                          630,008              1,334,967

DEFERRED INCOME TAX LIABILITY                                                                 756,986                557,461

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  9,959,143  and
    9,911,905 shares issued and outstanding in 1999 and 1998, respectively                     49,796                 49,560
Additional paid-in capital                                                                 11,228,229             11,207,765
Retained earnings                                                                           5,082,644              2,684,858
                                                                                    ------------------    -------------------
    Total shareholders' equity                                                             16,360,669             13,942,183
                                                                                    ------------------    -------------------
                                                                                    $      25,624,837     $       21,926,732
                                                                                    ==================    ===================

</TABLE>



                                       3

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTHS AND SIX-MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                   <C>                 <C>                 <C>                 <C>    
                                                              Three Months Ended                        Six Months Ended
                                                                   June 30,                                 June 30,
                                                      ------------------------------------    -------------------------------------
                                                             1999               1998                 1999                1998
                                                      -----------------   ----------------    -----------------   -----------------

NET SALES                                             $     19,142,247    $    13,950,530     $     34,371,351    $     25,215,385

COST OF SALES                                               10,161,707          7,009,343           17,983,133          12,622,771
                                                      -----------------   ----------------    -----------------   -----------------

GROSS PROFIT                                                 8,980,540          6,941,187           16,388,218          12,592,614

OPERATING EXPENSES:
Selling, general and administrative                          6,481,186          5,283,867           12,252,432           9,562,351
Amortization of trademark license and trademarks                74,148             73,800              148,296             147,600
Other expenses                                                  15,000             15,000               30,000              30,000
                                                      -----------------   ----------------    -----------------   -----------------

         Total operating expenses                            6,570,334          5,372,667           12,430,728           9,739,951
                                                      -----------------   ----------------    -----------------   -----------------

OPERATING INCOME                                             2,410,206          1,568,520            3,957,490           2,852,663

NET INTEREST AND FINANCING EXPENSE                              16,216            102,824               53,088             211,657

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

INCOME BEFORE PROVISION
    FOR INCOME TAXES                                         2,393,990          1,465,696            3,904,402           2,641,006

PROVISION FOR INCOME TAXES                                     953,800            450,000            1,555,300             920,123
                                                      -----------------   ----------------    -----------------   -----------------


NET INCOME                                            $      1,440,190    $     1,015,696     $      2,349,102    $      1,720,883
                                                      =================   =====================================   =================


NET INCOME PER COMMON SHARE:
         Basic                                        $           0.14    $          0.11     $           0.24    $           0.19
                                                      =================   ================    =================   =================
         Diluted                                      $           0.14    $          0.10     $           0.22    $           0.17
                                                      =================   ================    =================   =================


NUMBER OF COMMON SHARES USED
 IN PER SHARE COMPUTATIONS:
    Basic                                                    9,951,147          9,140,948            9,938,112           9,135,936
                                                      =================   ================    =================   =================
    Diluted                                                 10,638,447         10,361,279           10,567,539          10,391,250
                                                      =================   ================    =================   =================
</TABLE>


                                       4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited)
--------------------------------------------------------------------------------

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

                                                                                        1999                       1998
                                                                                 ------------------         ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                       $      2,349,102           $      1,720,883
Adjustments to reconcile net income to
    net cash provided by operating activities:
    Amortization of trademark license and trademarks                                      148,297                    147,600
    Depreciation and other amortization                                                    72,761                    100,899
    Compensation expense related to issuance of stock options                              48,684                     16,229
    Deferred income taxes                                                                 199,525
    Effect on cash of changes in operating assets and liabilities:
      Accounts receivable                                                              (2,983,299)                (1,340,137)
      Inventories                                                                      (1,291,444)                   (80,756)
      Prepaid expenses and other current assets                                          (171,605)                    50,825
      Accounts payable                                                                  3,193,893                    660,244
      Accrued liabilities                                                                 (34,737)                    29,914
      Accrued compensation                                                               (161,102)                   125,137
      Income taxes payable                                                               (164,225)                   908,790
                                                                                 -----------------          -----------------
        Net cash provided by operating activities                                       1,205,850                  2,339,628

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                        (96,374)                  (310,538)
Increase in trademark license and trademarks                                                                         (29,217)
Decrease in note receivable from director                                                  20,861                     21,699
Increase in deposits and other assets                                                    (312,053)                   (18,215)
                                                                                 -----------------          -----------------
        Net cash used in investing activities                                            (387,566)                  (336,271)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt                                                   (1,753,735)                  (252,045)
Issuance of common stock                                                                   20,700
                                                                                 -----------------          -----------------
        Net cash used in financing activities                                          (1,733,035)                  (252,045)

                                                                                 -----------------          -----------------
NET (DECREASE) INCREASE IN CASH                                                          (914,751)                 1,751,312
CASH, beginning of period                                                               3,806,089                    395,231
                                                                                 -----------------          -----------------
CASH, end of period                                                              $      2,891,338           $      2,146,543
                                                                                 =================          =================
                                                                                 
SUPPLEMENTAL INFORMATION Cash paid during the year for:
      Interest                                                                   $        117,508           $        193,520
                                                                                 =================          =================
      Income taxes                                                               $      1,520,000           $          2,400
                                                                                 =================          =================
</TABLE>



NONCASH TRANSACTIONS:
      During the six-month period ended June 30, 1999, the Company issued 32,238
        shares of common stock to employees in connection with a net exercise of
        options to purchase 41,800 shares of common stock.

                                       5

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR SIX-MONTHS ENDED JUNE 30, 1999 AND YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------

         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, 1998,  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,
                                                  1999                 1998
                                             ---------------      --------------
         Raw materials                           $2,849,025          $1,815,040
         Finished goods                           3,881,545           3,664,270
                                             ---------------      --------------
                                                  6,730,570           5,479,310
         Less inventory reserves                   (228,049)           (268,233)
                                             ---------------      --------------
                                                 $6,502,521          $5,211,077
                                             ===============      ==============


                                       6

<PAGE>

HANSEN NATURAL CORPORATION

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

General

         During the  three-months  ended June 30, 1999 the Company  continued to
make progress towards achieving its goal of expanding both the Hansen's(R) brand
product range and  distribution  of such  products  into new markets  outside of
California.

         The  redesign  of the  graphics  for the  Company's  Natural  Sodas and
Smoothie  products in cans was completed  during the second quarter of 1999. The
Company anticipates  introducing its new line of premium functional Smoothies in
cans during the third quarter of 1999 and in bottles later in the year.

         The increase in net sales was  primarily  attributable  to sales of the
Company's new Signature Soda line,  which was introduced in the first quarter of
1999, sales of two flavors of Smoothies in 64-ounce  polyethylene  terephthalale
("P.E.T.")  plastic bottles,  which package was introduced in the fourth quarter
of 1998,  increased sales of the Company's energy and other functional drinks in
8.2-ounce slim cans, and increased  sales of the Healthy  Start(TM)  juice line,
which was  introduced  during the second  quarter of 1998.  The  increase in net
sales was also  attributable,  to a lesser extent, to sales of the Company's new
Gold  Standard  Premium  functional  iced tea line which was  introduced  in the
second quarter of 1999, and increased sales of the Company's apple juice product
lines,  and  Smoothies  in  13.5-ounce  bottles.  The  increase in net sales was
partially  offset by decreased  sales of teas,  lemonades  and juice  cocktails.
Sales of  Smoothies  and Natural  Sodas in cans were  marginally  lower than the
comparable quarter of 1998.

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


                                       7

<PAGE>

Results of Operations For The  Three-Months  Ended June 30, 1999 Compared to the
Three-Months Ended June 30, 1998

         Net Sales.  For the  three-months  ended June 30, 1999,  net sales were
$19.1  million,  an increase of $5.2 million or 37.2% over the $14.0 million net
sales for the  three-months  ended June 30, 1998.  The increase in net sales was
primarily  attributable to sales of the Company's new Signature Soda line, which
was  introduced in the first quarter of 1999,  sales of two flavors of Smoothies
in 64-ounce P.E.T.  plastic bottles,  which package was introduced in the fourth
quarter of 1998,  increased sales of the Company's  energy and other  functional
drinks in 8.2-ounce  slim cans,  and  increased  sales of the Healthy  Start(TM)
juice line, which was introduced during the second quarter of 1998. The increase
in net  sales  was  also  attributable,  to a  lesser  extent,  to  sales of the
Company's  new  Gold  Standard  Premium  functional  iced  tea  line  which  was
introduced in the second quarter of 1999,  and increased  sales of the Company's
apple juice product lines, and Smoothies in 13.5-ounce bottles.  The increase in
net sales was partially  offset by decreased sales of teas,  lemonades and juice
cocktails.  Sales of Smoothies and Natural Sodas in cans were  marginally  lower
than the comparable quarter of 1998.

         Gross Profit.  Gross profit was $9.0 million for the three-months ended
June 30, 1999,  an increase of $2.0 million or 29.4% over the $6.9 million gross
profit for the three-months ended June 30, 1998. Gross profit as a percentage of
net sales decreased to 46.9% for the three-months ended June 30, 1999 from 49.8%
for the  three-months  ended June 30,  1998.  The  increase in gross  profit was
primarily attributable to increased net sales. The decrease in gross profit as a
percentage of net sales was primarily  attributable to lower margins achieved as
a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating  expenses were $6.6 million
for the  three-months  ended June 30, 1999, an increase of $1.2 million or 22.3%
over total operating  expenses of $5.4 million for the  three-months  ended June
30, 1998.  Total  operating  expenses as a percentage of net sales  decreased to
34.3% for the  three-months  ended June 30, 1999 from 38.5% for the three-months
ended June 30, 1998.  The  increase in total  operating  expenses was  primarily
attributable to increased  selling,  general and  administrative  expenses.  The
decrease in total operating  expenses as a percentage of net sales was primarily
attributable to the increase in net sales and the comparatively smaller increase
in selling,  general and  administrative  expenses from the comparable period in
1998.

         Selling,  general and administrative expenses were $6.5 million for the
three-months  ended June 30,  1999,  an increase  of $1.2  million or 22.7% over
selling,   general  and   administrative   expenses  of  $5.3  million  for  the
three-months ended June 30, 1998. Selling,  general and administrative  expenses
as a percentage of net sales decreased to 33.9% for the three-months  ended June
30, 1999 from 37.9% for the  three-months  ended June 30, 1998.  The increase in
selling  expenses  was  primarily  attributable  to  increases  in  distribution
(freight)  costs,  promotional  expenditures  and allowances,  and  expenditures
incurred for in-store demonstrations and sampling,  particularly in club stores.
The  increase  in  selling  expenses  was  partially  offset  by a  decrease  in
expenditures incurred for merchandise displays and point of sale materials.  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>

         Amortization  expense was $74,000  for each of the  three-months  ended
June 30, 1999 and 1998.

         Other expenses were $15,000 for each of the three-months ended June 30,
1999 and 1998.

         Operating Income.  Operating income was $2,410,000 for the three-months
ended June 30, 1999, an increase of $841,000 or 53.7% over  operating  income of
$1,569,000  for the three-  months  ended June 30, 1998.  Operating  income as a
percentage of net sales increased to 12.6% for the  three-months  ended June 30,
1999 from 11.2% in the  comparable  period in 1998.  The  increase in  operating
income was  attributable to the $2.0 million  increase in gross profit which was
partially offset by the increase of $1.2 million in operating expenses.

         Net Nonoperating  Expense. Net nonoperating expense expense was $16,000
for the  three-months  ended  June 30,  1999,  a decrease  of  $87,000  from net
nonoperating  expense  expense of $103,000 for the  three-months  ended June 30,
1998. Net nonoperating  expense  consists of interest and financing  expense and
interest income. Interest and financing expense was $40,000 for the three-months
ended June 30, 1999 as compared to $109,000 for the  comparable  period in 1998.
The decrease in interest and financing  expense was  attributable to a reduction
in financing  fees that were  completely  amortized in 1998 and to the fact that
the principal amounts  outstanding on the Company's term loan were lower in 1999
than during the comparable  period in 1998.  Interest income was $24,000 for the
three-months  ended June 30,  1999,  as compared  to  interest  income of $6,000
during  the  comparable  period in 1998.  The  increase  in  interest  income is
attributable to an increase in cash invested in interest bearing securities.

         Provision  for Income  Taxes.  Provision for income taxes was $954,000,
for the  three-months  ended June 30,  1999,  an increase  of $504,000  over the
provision for income taxes of $450,000 for the  comparable  period in 1998.  The
effective  tax rate  for the  three-months  ended  June  30,  1999 was  39.8% as
compared to 30.7% for the  comparable  period in 1998. The increase in provision
for income taxes was attributable to the increase in income before provision for
income taxes and the  increase in the  effective  tax rate for the  three-months
ended June 30, 1999.  Certain net  operating  loss  carryforwards  resulted in a
lower  effective tax in 1998.  Such net operating  loss  carryforwards  were not
available in 1999.

         Net Income.  Net income was $1,440,000 for the three-months  ended June
30, 1999,  compared to net income of $1,016,000 for the three-months  ended June
30,  1998.  The  $424,000  increase  in net income  consists  of an  increase in
operating  income of  $841,000  and a decrease  of $87,000 in net  interest  and
financing expense which was partially offset by a $504,000 increase in provision
for income taxes.


                                       9

<PAGE>

Results of  Operations  For The  Six-months  Ended June 30, 1999 Compared to The
Six-months Ended June 30, 1998

         Net  Sales.  For the  six-months  ended June 30,  1999,  net sales were
approximately $34.4 million, an increase of $9.2 million or 36.3% over the $25.2
million net sales for the  six-months  ended June 30, 1998.  The increase in net
sales was primarily  attributable  to increased  sales of the Healthy  Start(TM)
juice line, which was introduced during the second quarter of 1998, sales of the
Company's new Signature Soda line,  which was introduced in the first quarter of
1999,  sales of two flavors of Smoothies  in 64-ounce  P.E.T.  plastic  bottles,
which package was introduced in the fourth quarter of 1998,  increased  sales of
the Company's energy and other functional drinks in 8.2-ounce slim cans, and, to
a lesser extent, sales of the Company's new Gold Standard Premium functional tea
line which was introduced in the second quarter of 1999, and increased  sales of
the Company's  apple juice product lines,  Smoothies,  and Natural Soda in cans.
The  increase  in net sales was  partially  offset by  decreased  sales of teas,
lemonades and juice cocktails and Smoothies in 13.5-ounce bottles.

         Gross Profit.  Gross profit was $16.4 million for the six-months  ended
June 30, 1999, an increase of $3.8 million or 30.1% over the $12.6 million gross
profit for the six-months  ended June 30, 1998.  Gross profit as a percentage of
net sales  decreased to 47.7% for the six-months  ended June 30, 1999 from 49.9%
for the  six-months  ended  June 30,  1998.  The  increase  in gross  profit was
primarily attributable to increased net sales. The decrease in gross profit as a
percentage of net sales was primarily  attributable to lower margins achieved as
a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating expenses were $12.4 million
for the  six-months  ended June 30,  1999,  an increase of $2.7 million or 27.6%
over total operating  expenses of $9.7 million for the six-months ended June 30,
1998.  Total operating  expenses as a percentage of net sales decreased to 36.2%
for the six-months  ended June 30, 1999 from 38.6% for the six-months ended June
30, 1998. The increase in total operating expenses was primarily attributable to
increased selling,  general and administrative  expenses.  The decrease in total
operating  expenses as a percentage of net sales was primarily  attributable  to
the  increase in net sales and the  comparatively  smaller  increase in selling,
general and administrative expenses from the comparable period in 1998.

         Selling, general and administrative expenses were $12.3 million for the
six-months  ended  June 30,  1999,  an  increase  of $2.7  million or 28.1% over
selling,  general and administrative expenses of $9.6 million for the six-months
ended  June  30,  1998.  Selling,  general  and  administrative  expenses  as  a
percentage  of net sales  decreased to 35.6% for the  six-months  ended June 30,
1999 from  37.9% for the  comparable  period in 1998.  The  increase  in selling
expenses was  primarily  attributable  to increases  in  distribution  (freight)
costs,  promotional  expenditures and allowances,  and expenditures incurred for
in-store demonstrations and sampling,  particularly in club stores. The increase
in selling expenses was partially offset by a decrease in expenditures  incurred
for merchandise  displays and point of sale  materials.  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.


                                       10

<PAGE>

         Amortization expense was $148,000 for each of the six-months ended June
30, 1999 and 1998.

     Other expenses were $30,000 for each of the six-months  ended June 30, 1999
and 1998.

         Operating  Income.  Operating  income was $3,957,000 for the six-months
ended June 30, 1999, an increase of $1,104,000 or 38.7% over operating income of
$2,853,000  for the six-  months  ended  June 30,  1998.  Operating  income as a
percentage  of net sales  increased to 11.5% for the  six-months  ended June 30,
1999 from 11.3% in the  comparable  period in 1998.  The  increase in  operating
income was  attributable  to a $3.8  million  increase in gross profit which was
partially offset by an increase of $2.7 million in operating expenses.

         Net Nonoperating  Expense. Net nonoperating expense was $53,000 for the
six-months  ended June 30,  1999, a decrease of $159,000  from net  nonoperating
expense of $212,000 for the  six-months  ended June 30, 1998.  Net  nonoperating
expense consists of interest and financing expense and interest income. Interest
and  financing  expense was $103,000 for the  six-months  ended June 30, 1999 as
compared to $219,000 for the comparable period in 1998. The decrease in interest
and financing  expense was  attributable  to a reduction in financing  fees that
were  completely  amortized in 1998 and to the fact that the  principal  amounts
outstanding  on the  Company's  term loan were  lower in 1999  than  during  the
comparable period in 1998.  Interest income was $50,000 for the six-months ended
June 30, 1999, as compared to interest  income of $7,000  during the  comparable
period in 1998. The increase in interest  income is  attributable to an increase
in cash invested in interest bearing securities.

         Provision for Income Taxes.  Provision for income taxes was  $1,555,000
for the six  months  ended June 30,  1999,  an  increase  of  $635,000  over the
provision for income taxes of $920,000 for the  comparable  period in 1998.  The
effective tax rate for the six-months  ended June 30, 1999 was 39.8% as compared
to 34.8% for the comparable period in 1998. The increase in provision for income
taxes was  attributable  to the increase in income  before  provision for income
taxes and the increase in the effective tax rate for the  six-months  ended June
30, 1999. Certain net operating loss carryforwards resulted in a lower effective
tax in 1998. Such net operating loss carryforwards were not available in 1999.

         Net Income. Net income was $2,349,000 for the six-months ended June 30,
1999  compared to net income of  $1,721,000  for the  six-months  ended June 30,
1998. The $628,000  increase in net income  consists of an increase in operating
income of  $1,104,000  and a decrease of $159,000 in net interest and  financing
expenses  which was  partially  offset by a $635,000  increase in provision  for
income taxes.



                                       11

<PAGE>

Liquidity and Capital Resources

         As of June 30,  1999,  the Company had  working  capital of  $6,743,000
compared to working  capital of $4,997,000 as of December 31, 1998. The increase
in  working  capital  was  primarily  attributable  to net income  earned  after
adjustments for certain noncash  expenses,  primarily  amortization of trademark
license and trademarks, depreciation and other amortization, and deferred income
taxes.  The increase in working capital was partially  offset by repayments made
in reduction of HBC's term loan,  increases  in deposits and other  assets,  and
acquisitions of property and equipment.

         Net cash provided by operating  activities  decreased to $1,206,000 for
the six-months ended June 30, 1999 as compared to net cash provided by operating
activities of $2,340,000 for the comparable  period in 1998. The decrease in net
cash provided by operating activities was primarily attributable to increases in
inventories and accounts  receivable to support the increase in net sales, which
was partially offset by an increase in accounts payable.

         Net cash used in investing  activities  was $388,000 for the six-months
ended June 30,  1999 as  compared to net cash used in  investing  activities  of
$336,000  for the  comparable  period  in  1998.  Net  cash  used  in  investing
activities was primarily attributable to increased deposits and other assets and
purchases of property and equipment.  Deposits and other assets include  certain
graphic design expenses which are amortized over a number of years.

         Net cash used in financing activities was $1,733,000 for the six-months
ended June 30,  1999 as  compared to net cash used in  financing  activities  of
$252,000  for the  comparable  period in 1998.  The increase in net cash used in
financing activities was primarily  attributable to increased principal payments
made in reduction of HBC's term loan.

         As of June 30, 1999, $1,649,000 was outstanding under the term loan, as
compared to  $3,400,000  outstanding  on December 31, 1998.  Effective  June 14,
1999, the Company's bank reduced the annual  interest rate on the term loan from
the bank's base rate ("prime") plus 1 1/2% to prime plus 1/2%.

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

         The  acquisition  of increased  inventories  and  increases in accounts
receivable,  acquisition  of property  and  equipment,  increases  in  trademark
licenses and trademarks,  repayment of the Company's long-term debt,  repurchase
of the Company's  common stock,  as well as HBC's  acquisition  and  development
plans are, and for the  foreseeable  future,  expected to remain HBC's principle
recurring  use of cash and working  capital  funds.  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,
merchandise displays, vans and promotional vehicles,  trademarks, and businesses


                                       12

<PAGE>

compatible  with the image of the  Hansen's(R)  brand as well as the development
and  introduction  of new product  lines.  The  Company  may require  additional
capital resources in the event of any such transaction,  depending upon the cash
requirements  relating thereto. Any such transaction will also be subject to the
terms and restrictions of HBC's credit facilities.

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

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  twenty-first  century  dates from  twentieth  century  dates.  This
problem could force  computers to either  shut-down or provide  incorrect  data.
Incomplete  or  untimely  resolution  of Year  2000  issues by the  Company,  by
critically  important  suppliers,  co-packers  or customers of the Company could
have  a  material  adverse  impact  on the  Company's  business,  operations  or
financial condition in the future.

         The Company's Year 2000 compliance  efforts are ongoing and its overall
plan,  as well as the  consideration  of  contingency  plans,  will  continue to
evolve, as new information  becomes available.  While the Company anticipates no
major interruption of its business  activities,  this will be dependent in part,
upon the  ability  of third  parties  to be Year 2000  compliant.  Although  the
Company has  implemented  the  actions  described  below to address  third party
issues, it has no direct ability to influence  compliance  actions by such third
parties or to verify their  representations  that they are Year 2000  compliant.
The Company's  most  significant  potential  risk is the temporary  inability of
certain key suppliers to supply raw materials and/or key co-packers to pack some
of the Company's  products in certain  locations and/or certain of the Company's
major customers to order and pay on a timely basis,  should their systems not be
Year 2000 compliant by January 1, 2000.

         The  Company  is  in  the  process  of  investigating  its  information
technology  ("IT")  systems as well as its  non-information  technology  ("NIT")
systems.  Based upon such investigation,  the Company believes that the majority
of its IT and NIT systems are Year 2000 compliant. However, certain systems such
as the communication and voice mail system still require  remediation.  To date,
the  expenses  incurred by the  Company in order to become Year 2000  compliant,
including  computer  software  costs,  have been  approximately  $90,000 and the
current  estimated  cost to  complete  remediation  is  expected  not to  exceed
$35,000.  Such costs,  other than  software,  have been and will  continue to be
expensed as incurred.  Remediation and testing activities are well underway with
approximately  90% of the  Company's  systems  already  compliant.  The  Company
estimates that it will complete the required  remediation,  including testing of
all of its IT and NIT systems,  and be fully compliant,  by the end of the third
quarter of 1999.



                                      13

<PAGE>

         An assessment of Year 2000 compliance issues by third parties with whom
the  Company  has  relationships,   such  as  critically   important  suppliers,
co-packers,  customers,  banking institutions,  payroll processors and others is
ongoing. The Company has inquired and continues to inquire of such third parties
as to their  readiness  with respect to Year 2000  compliance  issues and has to
date received  indications from certain of them that their systems are compliant
or in the process of  remediation.  The Company will  continue to monitor  these
third  parties to  determine  the  possible  impact of their  non-compliance  or
otherwise  on the  business of the Company and the actions the Company can take,
if any,  in the  event of  non-compliance  by any of these  third  parties.  The
Company believes there are multiple vendors of many of the goods and services it
receives  from its  suppliers  and thus Year 2000  compliance  issue  risks with
respect to any particular supplier is mitigated by this factor. However, certain
flavors and ingredients used by the Company are unique to certain  suppliers and
the Company  does not have and may not be able to secure  alternative  suppliers
therefor or alternatively, alternative suppliers that are able to supply flavors
or ingredients  of the same or similar  quality and/or with the same and similar
taste.  The Company also is dependent on customers  for sales and for  cashflow.
Interruptions  in customers'  operations due to Year 2000 issues could result in
decreased revenue, increased inventory and cash flow reductions.

         Contingency plans for Year 2000 related interruptions will be developed
during 1999 where  necessary and possible and will  include,  but not be limited
to, the development of emergency back-up and recovery procedures, remediation of
existing  systems  parallel  with the  installation  of new  systems,  replacing
electronic  applications with manual processes,  identification  and securing of
alternative  suppliers and increasing raw material and finished goods  inventory
levels and alternative sales strategies.  All plans are expected to be completed
by the end of 1999.

         The Company's  plans,  which  continue to evolve,  including  estimated
costs and dates for completion of Year 2000 remediation,  are based in important
part on numerous assumptions about future events.  Certain of these assumptions,
involving key matters such as the availability of certain resources, third party
remediation plans and other factors,  involve inherent  uncertainties or are not
within the Company's control.  Given the numerous and significant  uncertainties
involved,  there can be no assurance  that these  estimates will be achieved and
therefore,  actual results could differ materially.  Specific factors that might
cause  material  differences  include,  but are not  limited  to, the ability to
identify  and  correct  all  relevant   computer   codes  and  imbedded   chips,
unanticipated  difficulties or delays in the implementation of project plans and
the ability of third parties to remediate their respective systems.

European Monetary Union

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



                                       14

<PAGE>

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

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

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


                                       15

<PAGE>

Forward Looking Statements

         The Private Security Litigation Reform Act of 1995 (the "Act") provides
a safe  harbor  for  forward  looking  statements  made by or on  behalf  of the
Company. The Company and it's representatives may from time to time make written
or oral  forward  looking  statements,  including  statements  contained in this
report and other  filings with the  Securities  and Exchange  Commission  and in
reports to  shareholders  and  announcements.  Certain  statements  made in this
report,  including  certain  statements  made  in  management's  discussion  and
analysis,  may  constitute  forward  looking  statements  (within the meaning of
Section  27.A of the  Securities  Act 1933 as amended  and  Section  21.E of the
Securities  Exchange Act of 1934,  as amended)  regarding  the  expectations  of
management  with  respect to  revenues,  profitability,  adequacy  of funds from
operations and the Company's  existing credit facility,  among other things. All
statements  which address  operating  performance,  events or developments  that
management  expects or  anticipates  will or may occur in the  future  including
statements  related to new products,  volume  growth,  revenues,  profitability,
adequacy  of  funds  from  operations,  and/or  the  Company's  existing  credit
facility,  earnings per share growth,  statements  expressing  general  optimism
about future operating results and  non-historical  Year 2000  information,  are
forward looking statements within the meaning of the Act.

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

          Company's ability to generate sufficient cash flows to support capital
     expansion  plans and  general  operating  activities;  Changes in  consumer
     preferences;  Changes in demand that are  weather  related,  particular  in
     areas outside of California; Competitive products and pricing pressures and
     the Company's ability to gain or maintain share of sales in the marketplace
     as a result of actions by  competitors;  The  introduction of new products;
     Laws and  regulations,  and/or any changes  therein,  including  changes in
     accounting standards,  taxation  requirements  (including tax rate changes,
     new tax laws and revised tax law interpretations) and environmental laws as
     well as the Federal  Food Drug and  Cosmetic  Act,  the Dietary  Supplement
     Health and Education Act, and regulations  made thereunder or in connection
     therewith,  especially those that may affect the way in which the Company's
     products  are  marketed  as well as laws and  regulations  or rules made or
     enforced  by the  Food  and Drug  Administration;  Changes  in the cost and
     availability of raw materials and the ability  tomaintain  favorable supply
     arrangements   and   relationships   and  procure  timely  and/or  adequate
     production of all or any of the Company's  products;  The Company's ability
     to achieve earnings forecasts,  which may be based on projected volumes and
     sales of many product types and/or new products,  certain of which are more
     profitable  than others.  There can be no  assurance  that the Company will
     achieve  projected levels or mixes of product sales;

                                       16

<PAGE>


          The Company's ability to penetrate new markets;  The marketing efforts
          of distributors of the Company's  products,  most of which  distribute
          products  that are  competitive  with  the  products  of the  Company;
          Unilateral decisions by distributors,  grocery chains, specialty chain
          stores, club stores and other customers to discontinue carrying all or
          any of the Company's  products that they are carrying at any time; The
          terms and/or  availability of the Company's credit  facilities and the
          actions  of  it's  creditors;   The  effectiveness  of  the  Company's
          advertising,  marketing  and  promotional  programs;  Adverse  weather
          conditions,  which could reduce demand for the Company's products; The
          Company's  customers',  co-packers' and suppliers' ability to replace,
          modify or upgrade  computer  programs in ways that adequately  address
          Year 2000 issues;  and The Company's project plans,  which continue to
          evolve,  including  estimated  costs and dates for  completion of Year
          2000 remediation,  are based in important part on numerous assumptions
          about  future  events.  Certain of these  assumptions,  involving  key
          matters such as the  availability  of certain  resources,  third party
          remediation plans and other factors, involve inherent uncertainties or
          are  not  within  the  Company's  control.   Given  the  numerous  and
          significant  uncertainties  involved,  there can be no assurance  that
          these  estimates  will be achieved  and actual  results  could  differ
          materially.  Specific  factors that might cause  material  differences
          include, but are not limited to, the inability to identify and correct
          all  relevant   computer  codes  and  imbedded  chips,   unanticipated
          difficulties or delays in the  implementation of project plans and the
          ability of third parties to remediate their respective systems.


The foregoing list of important factors is not exhaustive.

Inflation

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



                                       17

<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 13, 1999
                                                     /s/ Rodney C. Sacks
                                                     Chairman of the Board and
                                                     Chief Executive Officer


Date:   August 13, 1999
                                                     /s/ Hilton H. Schlosberg
                                                     Vice Chairman of the Board,
                                                     President, Chief Operating
                                                     Officer, Chief Financial
                                                     Officer and Secretary



                                       18

<PAGE>


                                  EXHIBIT INDEX


 Exhibit 10 (jjj)      Stock Repurchase Agreement dated as of August 3, 1998, by
                       and between Hansen Natural Corporation and
                       Rodney C. Sacks

 Exhibit 10 (kkk)      Stock Repurchase Agreement dated as of August 3, 1998, by
                       and between Hansen Natural Corporation and
                       Hilton H. Schlosberg  


Exhibit 27             Financial Data Schedule


                                       19

<PAGE>






                           STOCK REPURCHASE AGREEMENT


                  AGREEMENT  (the  "Agreement"),  dated as of August 3, 1998, by
and between Hansen Natural Corporation,  a Delaware corporation (the "Company"),
and Rodney C. Sacks (the "Stockholder").

                              W I T N E S S E T H :

                  WHEREAS,  on August 3, 1998,  (i) the
Stockholder  has  exercised  options to purchase a total of 387,500  shares (the
"Stockholder  Option Shares") of common stock, par value $.005 per share, of the
Company  (the  "Common  Stock")  pursuant to the terms of certain  stock  option
agreements  between  the  Stockholder  and  the  Company,  and  (ii)  Hilton  H.
Schlosberg  ("Schlosberg")  has exercised options to purchase a total of 337,500
shares (the "Schlosberg Option Shares") of Common Stock pursuant to the terms of
certain stock option agreements between Schlosberg and the Company;

                  WHEREAS,  by reason of the  positions of the  Stockholder  and
Schlosberg  as the  senior  officers  and as  directors  of the  Company,  their
knowledge of the day-to-day  affairs of the Company,  and the substantial number
of Stockholder  Option Shares and  Schlosberg  Option  Shares,  the  Stockholder
recognizes  that it would be  detrimental to the interests of the Company if the
Stockholder  disposed of the Stockholder Option Shares or if Schlosberg disposed
of the Schlosberg
 Option Shares;

                  WHEREAS,  the Stockholder  believes it would be detrimental to
the value of the Stockholder Option Shares and his other equity interests in the
Company if  Schlosberg  were to sell the  Schlosberg  Option  Shares on the open
market; and

                  WHEREAS,  in  order to  induce  Schlosberg  to  simultaneously
herewith enter into a Stock Repurchase Agreement with the Company subjecting the
Schlosberg  Option Shares to  restrictions  on transfer (the  "Schlosberg  Stock
Repurchase  Agreement"),  the  Stockholder is willing to subject the Stockholder
Option Shares to the restrictions on transfer set forth in this Agreement;

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants  and  obligations  set  forth  in  this  Agreement  and in the
Schlosberg  Stock  Repurchase  Agreement,  the parties  hereto  hereby  agree as
follows:

     1. (a) The  Stockholder may not sell,  transfer or otherwise  dispose of (a
     "Disposition")  any of the Stockholder  Option Shares except as provided in
     this  Agreement.  Any purported  Disposition in violation of this Agreement
     shall be null and void ab initio,  and the Company  shall not recognize any
     such  Disposition  or accord to any  purported  transferee  any rights as a
     stockholder of the Company.

     (b) Subject to the  provisions  of  paragraph 2 below,  if the  Stockholder
     desires at any time on or before  December 31, 2000 to effect a Disposition
     of any of the Stockholder  Option Shares,  then the Stockholder  shall give
     written notice to the Company (the "Sale Notice")  specifying the number of
     Stockholder  Option Shares that the Stockholder  desires to Dispose of (the
     "Offered Shares").

     (c) Upon  receipt of the Sale Notice,  the Company  shall have the right to
     elect to  purchase  all or a portion  of the  Offered  Shares at a purchase
     price equal to $1.25 per share for the first 150,000 Offered Shares,  $1.59
     per share for the next  37,500  Offered  Shares and $1.75 per share for the
     next 200,000 Offered Shares. The determination of whether the Company shall
     elect  to  purchase  the  Offered  Shares  shall  be made by the  Board  of
     Directors of the Company,  without the  participation  of the  Stockholder.
     Such election is to be made by written notice ("Notice of Election") to the
     Stockholder  within 60 days after the Company's  receipt of the Sale Notice
     (the "Acceptance Period").

     (d) If the Company gives a Notice of Election to the Stockholder within the
     Acceptance  Period,  the  Stockholder  shall  sell  and the  Company  shall
     purchase  the Offered  Shares  pursuant to the Notice of  Election.  If the
     Company  does not give a Notice of Election to the  Stockholder  within the
     Acceptance  Period or if the Notice of  Election  does not cover all of the
     Offered Shares,  the  Stockholder  may Dispose of the Offered Shares,  or a
     portion thereof,  as the case may be, free of the restrictions set forth in
     this Agreement.

     2.  Upon a Change of  Control,  the  restrictions  on the  transfer  of the
     Stockholder  Option Shares  pursuant to paragraph 1 of this Agreement shall
     terminate.  For purposes of this  Agreement,  "Change of Control" means (i)
     any  transaction or series of  transactions  in which the  Stockholder  and
     Schlosberg  together  cease to be the  beneficial  owners  (as such term is
     defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
     as amended) of at least 10% of the outstanding  Common Stock, (ii) the sale
     of all or  substantially  all of the  assets of the  Company  or any of its
     subsidiaries,  the operations of which would  constitute a material part of
     the business or operations of the Company and its subsidiaries,  taken as a
     whole, (iii) the liquidation of the Company or any of its subsidiaries, the
     operations  of which would  constitute  a material  part of the business or
     operations of the Company and its  subsidiaries,  taken as a whole, or (iv)
     the combination of the Company or any of its  subsidiaries,  the operations
     of which would  constitute a material part of the business or operations of
     the Company and it subsidiaries,  taken as a whole, with another entity, as
     a result of which (A) the shareholders of the Company hold less than 50% of
     the total of all voting shares  outstanding  of the combined  entity or (B)
     the directors of the Company  constitute  less than a majority of the Board
     of Directors of the combined entity.

     3. (a) The certificate for the Stockholder Option Shares shall be deposited
     in escrow with the  Controller of Hansen  Beverage  Company,  the Company's
     wholly-owned  subsidiary,  to be held in  escrow  in  accordance  with  the
     provisions  of  this  paragraph  3.  The  deposited  certificate  shall  be
     accompanied by a duly executed  Assignment Separate from Certificate in the
     form of Exhibit A. The deposited  certificate  shall remain in escrow until
     such time as the certificate is to be released in accordance with paragraph
     3(b) below.

     (b) If the Company  exercises  its right to purchase  pursuant to paragraph
     1(c)  with  respect  to  any  Stockholder   Option  Shares,   the  escrowed
     certificate  for such  Stockholder  Option Shares shall be delivered to the
     Company,  concurrently  with the payment to the  Stockholder  in cash of an
     amount equal to the aggregate  purchase price for such  Stockholder  Option
     Shares,  and the  Stockholder  shall have no further rights with respect to
     such  Stockholder  Option Shares.  The  Stockholder  shall be entitled to a
     certificate  for any  Stockholder  Option Shares which the  Stockholder  is
     entitled  to  Dispose  of free  of  restrictions  in  accordance  with  the
     provisions of this Agreement.

                  4. Any notice required in connection with this Agreement shall
be given in writing and shall be deemed effective upon personal  delivery,  upon
deposit with a nationally  recognized  courier  service,  or upon deposit in the
United States mail,  registered or certified,  postage  prepaid and addressed as
follows:

                  If to the Company:

                           Hansen Natural Corporation
                           2380 Railroad Street
                           Corona, California  91720
                           Attention:  Chairman

                  If to the Stockholder:

                           Rodney C. Sacks
                           14 Vienne
                           Irvine, California  92606

or to any other  address as either party may  designate by written  notice under
this paragraph 4 to the other party to this Agreement.

                  5. This Agreement  constitutes the entire contract between the
parties with respect to the subject matter hereof.

                  6. This  Agreement  shall be  governed  by, and  construed  in
accordance  with,  the laws of the  State of New  York,  without  regard  to the
principles of conflicts of law of such State.

                  7. The provisions of this Agreement shall inure to the benefit
of, and be binding  upon,  the  Company and its  successors  and assigns and the
Stockholder and his legal representatives, heirs, legatees, distributes, assigns
and  transferees by operation of law,  whether or not any such person shall have
become a party to this Agreement.

     IN WITNESS WHEREOF, the parties have memorialized their Agreement on April
15, 1999, effective as of the date first indicated above.

                                            HANSEN NATURAL CORPORATION

                                            By: /s/ Hilton H. Schlosberg
                                                     Vice-Chairman

                                                /s/ Rodney C. Sacks
                                                     Rodney C. Sacks



<PAGE>


                                   EXHIBIT A
                      Assignment Separate From Certificate



                  FOR VALUE  RECEIVED  Rodney C.  Sacks  ("Stockholder")  hereby
sells,  assigns and  transfers  unto  ____________________,  ________  shares of
Common  Stock  of  Hansen  Natural  Corporation,  a  Delaware  corporation  (the
"Company")  represented  by  Certificate  No.  ____  herewith  and  does  hereby
irrevocably constitute and appoint ___________________  Attorney to transfer the
said stock on the books of the Company  with full power of  substitution  in the
premises.



                  Dated:_______________________



                      -------------------------
                      Signature





                           STOCK REPURCHASE AGREEMENT


                  AGREEMENT  (the  "Agreement"),  dated as of August 3, 1998, by
and between Hansen Natural Corporation,  a Delaware corporation (the "Company"),
and Hilton H. Schlosberg (the "Stockholder").

                              W I T N E S S E T H :

                  WHEREAS, on August 3, 1998,  (i) the
Stockholder  has  exercised  options to purchase a total of 337,500  shares (the
"Stockholder  Option Shares") of common stock, par value $.005 per share, of the
Company  (the  "Common  Stock")  pursuant to the terms of certain  stock  option
agreements  between the  Stockholder  and the Company,  and (ii) Rodney C. Sacks
("Sacks")  has  exercised  options to  purchase a total of 387,500  shares  (the
"Sacks  Option  Shares") of Common Stock  pursuant to the terms of certain stock
option agreements between Sacks and the Company;

                  WHEREAS,  by reason of the  positions of the  Stockholder  and
Sacks as the senior officers and as directors of the Company, their knowledge of
the day-to-day affairs of the Company, and the substantial number of Stockholder
Option Shares and Sacks Option Shares, the Stockholder  recognizes that it would
be  detrimental to the interests of the Company if the  Stockholder  disposed of
the Stockholder Option Shares or if Sacks disposed of the Sacks Option Shares;

                  WHEREAS,  the Stockholder
  believes it would be detrimental to
the value of the Stockholder Option Shares and his other equity interests in the
Company if Sacks were to sell the Sacks Option Shares on the open market; and

                  WHEREAS,  in order to induce Sacks to simultaneously  herewith
enter into a Stock  Repurchase  Agreement with the Company  subjecting the Sacks
Option  Shares  to  restrictions  on  transfer  (the  "Sacks  Stock   Repurchase
Agreement"), the Stockholder is willing to subject the Stockholder Option Shares
to the restrictions on transfer set forth in this Agreement;

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and  obligations  set forth in this Agreement and in the Sacks
Stock Repurchase Agreement, the parties hereto hereby agree as follows:

     1. (a) The  Stockholder may not sell,  transfer or otherwise  dispose of (a
     "Disposition")  any of the Stockholder  Option Shares except as provided in
     this  Agreement.  Any purported  Disposition in violation of this Agreement
     shall be null and void ab initio,  and the Company  shall not recognize any
     such  Disposition  or accord to any  purported  transferee  any rights as a
     stockholder of the Company.

     (b) Subject to the  provisions  of  paragraph 2 below,  if the  Stockholder
     desires at any time on or before  December 31, 2000 to effect a Disposition
     of any of the Stockholder  Option Shares,  then the Stockholder  shall give
     written notice to the Company (the "Sale Notice")  specifying the number of
     Stockholder  Option Shares that the Stockholder  desires to Dispose of (the
     "Offered Shares").

     (c) Upon  receipt of the Sale Notice,  the Company  shall have the right to
     elect to  purchase  all or a portion  of the  Offered  Shares at a purchase
     price equal to $1.25 per share for the first 150,000 Offered Shares,  $1.59
     per share for the next  37,500  Offered  Shares and $1.75 per share for the
     next 150,000 Offered Shares. The determination of whether the Company shall
     elect  to  purchase  the  Offered  Shares  shall  be made by the  Board  of
     Directors of the Company,  without the  participation  of the  Stockholder.
     Such election is to be made by written notice ("Notice of Election") to the
     Stockholder  within 60 days after the Company's  receipt of the Sale Notice
     (the "Acceptance Period").

     (d) If the Company gives a Notice of Election to the Stockholder within the
     Acceptance  Period,  the  Stockholder  shall  sell  and the  Company  shall
     purchase  the Offered  Shares  pursuant to the Notice of  Election.  If the
     Company  does not give a Notice of Election to the  Stockholder  within the
     Acceptance  Period or if the Notice of  Election  does not cover all of the
     Offered Shares,  the  Stockholder  may Dispose of the Offered Shares,  or a
     portion thereof,  as the case may be, free of the restrictions set forth in
     this Agreement.

     2.  Upon a Change of  Control,  the  restrictions  on the  transfer  of the
     Stockholder  Option Shares  pursuant to paragraph 1 of this Agreement shall
     terminate.  For purposes of this  Agreement,  "Change of Control" means (i)
     any  transaction or series of  transactions  in which the  Stockholder  and
     Sacks together  cease to be the beneficial  owners (as such term is defined
     in Rules  13d-3 and 13d-5 under the  Securities  Exchange  Act of 1934,  as
     amended) of at least 10% of the outstanding  Common Stock, (ii) the sale of
     all or  substantially  all  of the  assets  of  the  Company  or any of its
     subsidiaries,  the operations of which would  constitute a material part of
     the business or operations of the Company and its subsidiaries,  taken as a
     whole, (iii) the liquidation of the Company or any of its subsidiaries, the
     operations  of which would  constitute  a material  part of the business or
     operations of the Company and its  subsidiaries,  taken as a whole, or (iv)
     the combination of the Company or any of its  subsidiaries,  the operations
     of which would  constitute a material part of the business or operations of
     the Company and it subsidiaries,  taken as a whole, with another entity, as
     a result of which (A) the shareholders of the Company hold less than 50% of
     the total of all voting shares  outstanding  of the combined  entity or (B)
     the directors of the Company  constitute  less than a majority of the Board
     of Directors of the combined entity.

     3. (a) The certificate for the Stockholder Option Shares shall be deposited
     in escrow with the  Controller of Hansen  Beverage  Company,  the Company's
     wholly-owned  subsidiary,  to be held in  escrow  in  accordance  with  the
     provisions  of  this  paragraph  3.  The  deposited  certificate  shall  be
     accompanied by a duly executed  Assignment Separate from Certificate in the
     form of Exhibit A. The deposited  certificate  shall remain in escrow until
     such time as the certificate is to be released in accordance with paragraph
     3(b) below.

     (b) If the Company  exercises  its right to purchase  pursuant to paragraph
     1(c)  with  respect  to  any  Stockholder   Option  Shares,   the  escrowed
     certificate  for such  Stockholder  Option Shares shall be delivered to the
     Company,  concurrently  with the payment to the  Stockholder  in cash of an
     amount equal to the aggregate  purchase price for such  Stockholder  Option
     Shares,  and the  Stockholder  shall have no further rights with respect to
     such  Stockholder  Option Shares.  The  Stockholder  shall be entitled to a
     certificate  for any  Stockholder  Option Shares which the  Stockholder  is
     entitled  to  Dispose  of free  of  restrictions  in  accordance  with  the
     provisions of this Agreement.

     4. Any notice  required in connection with this Agreement shall be given in
     writing and shall be deemed effective upon personal delivery,  upon deposit
     with a nationally recognized courier service, or upon deposit in the United
     States mail,  registered  or  certified,  postage  prepaid and addressed as
     follows:

                  If to the Company:

                           Hansen Natural Corporation
                           2380 Railroad Street
                           Corona, California  91720
                           Attention:  Chairman

                  If to the Stockholder:

                           Hilton H. Schlosberg
                           2 Nidden
                           Irvine, California  92612

or to any other  address as either party may  designate by written  notice under
this paragraph 4 to the other party to this Agreement.

                  5. This Agreement  constitutes the entire contract between the
parties with respect to the subject matter hereof.

                  6. This  Agreement  shall be  governed  by, and  construed  in
accordance  with,  the laws of the  State of New  York,  without  regard  to the
principles of conflicts of law of such State.

                  7. The provisions of this Agreement shall inure to the benefit
of, and be binding  upon,  the  Company and its  successors  and assigns and the
Stockholder and his legal representatives, heirs, legatees, distributes, assigns
and  transferees by operation of law,  whether or not any such person shall have
become a party to this Agreement.

     IN WITNESS WHEREOF, the parties have memorialized their Agreement on April
15, 1999, effective as of the date first indicated above.

                                            HANSEN NATURAL CORPORATION

                                            By: /s/ Rodney C. Sacks
                                                     Chairman


                                              /s/ Hilton H. Schlosberg
                                                   Hilton H. Schlosberg



<PAGE>


                                   EXHIBIT A
                      Assignment Separate From Certificate



                  FOR VALUE RECEIVED Hilton H. Schlosberg ("Stockholder") hereby
sells,  assigns and  transfers  unto  ____________________,  ________  shares of
Common  Stock  of  Hansen  Natural  Corporation,  a  Delaware  corporation  (the
"Company")  represented  by  Certificate  No.  ____  herewith  and  does  hereby
irrevocably constitute and appoint ___________________  Attorney to transfer the
said stock on the books of the Company  with full power of  substitution  in the
premises.



                  Dated:_______________________



                       -------------------------
                          Signature


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>


Exhibit 27               Financial Data Schedule

<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAO INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME FOUND
ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10Q FOR THE PERIOD PRESENTED, AND
IS QUALIFIED IN ITS ENTERETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                                     3-MOS
<FISCAL-YEAR-END>                           DEC-31-1999
<PERIOD-START>                              APR-01-1999
<PERIOD-END>                                JUN-30-1999
<CASH>                                        2,891,338
<SECURITIES>                                          0
<RECEIVABLES>                                 7,529,090
<ALLOWANCES>                                  2,718,247
<INVENTORY>                                   6,502,521
<CURRENT-ASSETS>                             14,620,625
<PP&E>                                        1,501,928
<DEPRECIATION>                                  876,792
<TOTAL-ASSETS>                               25,624,837
<CURRENT-LIABILITIES>                         7,877,174
<BONDS>                                               0
<PREFERRED-MANDATORY>                                 0
<PREFERRED>                                           0
<COMMON>                                         49,796
<OTHER-SE>                                   16,310,873
<TOTAL-LIABILITY-AND-EQUITY>                 25,624,837
<SALES>                                      19,142,247
<TOTAL-REVENUES>                             19,166,111
<CGS>                                        10,161,707
<TOTAL-COSTS>                                 6,555,334
<OTHER-EXPENSES>                                 15,000
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                               90,080
<INCOME-PRETAX>                               2,393,990
<INCOME-TAX>                                    953,800
<INCOME-CONTINUING>                                   0
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                  1,440,190
<EPS-BASIC>                                       .14
<EPS-DILUTED>                                       .14

        



</TABLE>