SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

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


For the Quarterly Period Ended March 31, 2002     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.)


                              1010 Railroad Street
                            Corona, California 92882
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                (909) 739 - 6200



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.


                                    Yes X No




              The registrant had 10,053,003 shares of common stock
                          outstanding as of May 1, 2002



<PAGE>




                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                 March 31, 2002

                                      INDEX



                                                                        Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets as of March 31, 2002
                     and December 31, 2001                                     3

                  Condensed Consolidated Statements of Income for the
                     three-months ended March 31, 2002 and 2001                4

                  Condensed Consolidated Statements of Cash Flows for the
                     three-months ended March 31, 2002 and 2001                5


                  Notes to Condensed Consolidated Financial Statements
                     for the three-months ended March 31, 2002 and year
                     ended December 31, 2001                                   6


I
tem 2.           Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                       9


Item 3.           Qualitative and Quantitative Disclosures about Market
                     Risks                                                    13



Part II. OTHER INFORMATION


Items 1-5.        Not Applicable                                              14


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

                  Signatures                                                  14



<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 (Unaudited) AND DECEMBER 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                          March 31,             December 31,
                                                                                            2002                    2001
                                                                                        --------------         --------------
                                                                                         (Unaudited)
<S>                                                                                  <C>                     <C>

                                                   ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                            $         451,399       $        247,657
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $700,649
    in 2002 and $625,270 in 2001 and promotional allowances
    of $3,079,258 in 2002 and $2,981,556 in 2001)                                            6,204,394              4,412,422
Inventories, net                                                                            10,174,668             11,956,680
Prepaid expenses and other current assets                                                      937,290                974,155
Deferred income tax asset                                                                      949,176                949,176
                                                                                     ------------------      -----------------
    Total current assets                                                                    18,716,927             18,540,090

PROPERTY AND EQUIPMENT, net                                                                  1,932,364              1,945,146

INTANGIBLE AND OTHER ASSETS:
Trademark licenses and trademarks (net of accumulated amortization
    of $42,548 in 2002 and $29,772 in 2001) (Note 2)                                        17,355,690             17,350,221
Deposits and other assets                                                                      678,498                725,825
                                                                                     ------------------      -----------------
    Total intangible and other assets                                                       18,034,188             18,076,046
                                                                                     ------------------      -----------------
                                                                                     $      38,683,479       $     38,561,282
                                                                                     ==================      =================

                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                     $       3,724,336       $      3,919,741
Accrued liabilities                                                                            759,930                871,841
Accrued compensation                                                                           328,494                432,896
Current portion of long-term debt                                                              324,559                337,872
                                                                                     ------------------      -----------------
    Total current liabilities                                                                5,137,319              5,562,350

LONG-TERM DEBT, less current portion                                                         5,979,688              5,851,105

DEFERRED INCOME TAX LIABILITY                                                                1,814,278              1,814,278

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value; 30,000,000 shares authorized;
    10,259,764 shares issued, 10,053,003 outstanding in 2002;
    10,251,764 shares issued, 10,045,003 outstanding in 2001                                    51,299                 51,259
Additional paid-in capital                                                                  11,934,564             11,926,604
Retained earnings                                                                           14,580,876             14,170,231
Common stock in treasury; at cost - 206,761 shares
    in 2002 and 2001 respectively                                                             (814,545)              (814,545)
                                                                                     ------------------      -----------------
    Total shareholders' equity                                                              25,752,194             25,333,549
                                                                                     ------------------      -----------------
                                                                                     $      38,683,479       $     38,561,282
                                                                                     ==================      =================
     See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                       3

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                     2002                          2001
                                                                                     ----                          ----
<S>                                                                          <C>                           <C>

GROSS SALES                                                                          $ 22,506,610                  $ 20,322,162

LESS:  Discounts, allowances and promotional payments                                  (3,914,216)                   (3,414,048)
                                                                             ---------------------         ---------------------

NET SALES                                                                              18,592,394                    16,908,114

COST OF SALES                                                                          11,782,313                    10,607,868
                                                                             ---------------------         ---------------------

GROSS PROFIT                                                                            6,810,081                     6,300,246

OPERATING EXPENSES:
Selling, general and administrative                                                     6,031,864                     5,432,927
Amortization of trademark licenses and trademarks (Note 2)                                 12,776                       123,232
                                                                             ---------------------         ---------------------

      Total operating expenses                                                          6,044,640                     5,556,159
                                                                             ---------------------         ---------------------

OPERATING INCOME                                                                          765,441                       744,087

NON-OPERATING EXPENSE (INCOME):
Interest and financing expense                                                             75,357                       202,956
Interest income                                                                               (65)                       (1,284)
                                                                             ---------------------         ---------------------

      Net non-operating expense                                                            75,292                       201,672

                                                                             ---------------------         ---------------------
INCOME BEFORE PROVISION
      FOR INCOME TAXES                                                                    690,149                       542,415

PROVISION FOR INCOME TAXES                                                                279,504                       216,967
                                                                             ---------------------         ---------------------

NET INCOME                                                                              $ 410,645                     $ 325,448
                                                                             =====================         =====================


NET INCOME PER COMMON SHARE:
      Basic                                                                                $ 0.04                        $ 0.03
                                                                             =====================         =====================
      Diluted                                                                              $ 0.04                        $ 0.03
                                                                             =====================         =====================


NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
      Basic                                                                            10,050,893                    10,009,955
                                                                             =====================         =====================
      Diluted                                                                          10,339,732                    10,306,699
                                                                             =====================         =====================

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


                                       4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                          2002                 2001
                                                                                          ----                 ----
<S>                                                                                <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                         $        410,645     $        325,448
Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
       Amortization of trademark license and trademarks                                      12,776              123,232
       Depreciation and other amortization                                                  118,897               97,654
       Effect on cash of changes in operating assets and liabilities:
         Accounts receivable, net                                                        (1,791,972)              74,618
         Inventories, net                                                                 1,782,012              715,107
         Prepaid expenses and other current assets                                           36,865             (180,282)
         Accounts payable                                                                  (195,405)             529,290
         Accrued liabilities                                                               (111,911)            (111,047)
         Accrued compensation                                                              (104,402)            (195,260)
         Income taxes payable                                                                                    (29,100)
                                                                                   -----------------    -----------------
           Net cash provided by operating activities                                        157,505            1,349,660

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                         (106,115)            (102,698)
Increase in trademark licenses and trademarks                                               (18,245)             (10,009)
Decrease (increase) in deposits and other assets                                             47,327              (14,623)
                                                                                   -----------------    -----------------
           Net cash used in investing activities                                            (77,033)            (127,330)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt                                                                174,000
Principal payments on long-term debt                                                        (58,730)          (1,187,990)
Issuance of common stock                                                                      8,000               28,621
                                                                                   -----------------    -----------------
           Net cash provided by (used in) financing activities                              123,270           (1,159,369)

                                                                                   -----------------    -----------------
NET INCREASE IN CASH                                                                        203,742               62,961
CASH AND CASH EQUIVALENTS, beginning of the period                                          247,657              130,665
                                                                                   -----------------    -----------------
CASH AND CASH EQUIVALENTS, end of the period                                       $        451,399     $        193,626
                                                                                   =================    =================
                                                                  

SUPPLEMENTAL INFORMATION Cash paid during the period for:
       Interest                                                                    $         72,858     $        215,395
                                                                                   =================    =================
       Income taxes                                                                $        276,000     $        246,067
                                                                                   =================    =================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>


HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTHS ENDED
MARCH 31, 2002 (Unaudited) AND YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------

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, 2001,  which is incorporated
by reference,  for a summary of significant  policies utilized by Hansen Natural
Corporation  ("Hansen" or "Company") and its wholly-owned  subsidiaries,  Hansen
Beverage Company ("HBC") and Hard e Beverage Company ("HEB").  Additionally, the
Company's  reporting  on Form  10-Q does not  include  all the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America.  HBC owns all of the issued and  outstanding  common  stock of Blue Sky
Natural Beverage Co. and Hansen Junior Juice Company.  The information set forth
in  these  interim   condensed   consolidated   financial   statements  for  the
three-months  ended March 31, 2002 and 2001 is  unaudited  and may be subject to
normal  year-end  adjustments.   The  information  contained  in  these  interim
consolidated  financial statements reflects all adjustments,  which include only
normal recurring  adjustments,  which in the opinion of management are necessary
to make the interim condensed  consolidated financial statements not misleading.
Results of operations  covered by this report may not  necessarily be indicative
of results of operations for the full year.

The  preparation  of the  financial  statements in  conformity  with  accounting
principles  generally  accepted  in the  United  States of  America  necessarily
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from these estimates.

2. NEW ACCOUNTING PRONOUNCEMENTS

During 2000 and 2001, the Emerging Issues Task Force ("EITF")  addressed various
issues related to the income  statement  classification  of certain  promotional
payments,  including  consideration from a vendor to a reseller or another party
that   purchases  the  vendor's   products.   EITF  No.  01-9,   Accounting  for
Consideration  Given by a Vendor  to a  Customer  or  Reseller  of the  Vendor's
Products, was issued in November 2001 and codified earlier  pronouncements.  The
consensus requires certain sales promotions and customer  allowances  previously
classified as selling, general and administrative expenses to be classified as a
reduction  of net sales or as cost of goods sold.  The Company  adopted EITF No.
01-9 on January 1, 2002.  The effect of the change in accounting  related to the
adoption of EITF 01-9 for the three-months  ended March 31, 2002 was to decrease
net sales by  $2,242,621,  increase  cost of goods sold by $52,597 and  decrease
selling, general and administrative expenses by $2,295,218. For the three-months
ended March 31, 2001, $1,860,682 has been classified as a reduction of net sales
and $89,397 as an  increase in cost of goods sold both of which were  previously
reported as selling, general and administrative expense.

                                       6

<PAGE>

Effective  July 1, 2001,  the Company  adopted the  provisions  of  Statement of
Financial  Accounting  Standards ("SFAS") No. 142, Goodwill and Other Intangible
Assets.   This  statement   discontinued   the   amortization  of  goodwill  and
indefinite-lived intangible assets, subject to periodic impairment testing. Upon
adoption of SFAS No. 142, the Company  evaluated the useful lives of its various
trademark  licenses and  trademarks  and concluded that certain of the trademark
licenses and trademarks have indefinite lives.  Unamortized  trademark  licenses
and  trademarks  ceased to be  amortized  effective  January 1, 2002 and will be
subject to periodic impairment analysis.  The effect of the change in accounting
during the  three-months  ended  March 31,  2002 was to  increase  net income by
$69,740, or $.01 per basic and diluted share.

                                                    For the three-months ended
                                                             March 31,
                                                      2002               2001
                                                   ----------         ----------
Net income, as reported                             $410,645           $325,448
Add back:  Amortization of trademark licenses
     and trademarks (net of tax effect)                  -               73,251
                                                   ----------         ----------
Adjusted net income                                 $410,645           $398,699
                                                   ==========         ==========

                                                                    
Net income per common share - basic and diluted,
     as reported                                       $0.04            $  0.03
Amortization of trademark licenses and
     trademarks (net of tax effect)                      -                 0.01
                                                   ----------         ----------
Adjusted net income per common share - basic and
     diluted                                           $0.04            $  0.04
                                                   ==========         ==========


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

Amortizing trademark licenses and trademarks                       $  1,117,855
Accumulated amortization                                                (42,548)
                                                                  --------------
                                                                      1,075,307

Non-amortizing trademark licenses and trademarks                     16,280,383
                                                                  --------------
                                                                    $17,355,690
                                                                  ==============

                                       7


<PAGE>

All amortizing trademark licenses and trademarks have been assigned an estimated
finite useful life, and are amortized on a  straight-line  basis over the number
of years that  approximate  their  respective  useful lives ranging from 1 to 40
years.  The  straight-line  method  of  amortization  allocates  the cost of the
trademark  licenses and  trademarks  to earnings in  proportion to the amount of
economic  benefits  obtained  by  the  Company  in  that  report  period.  Total
amortization  expense  during the  three-month  periods ended March 31, 2002 and
2001 was  $12,776  and  $123,232,  respectively.  As of March 31,  2002,  future
estimated  amortization  expense  related to amortizing  trademark  licenses and
trademarks through the year ended December 31, 2007 is:

                2002 - Remainder                       $38,328
                2003                                    40,321
                2004                                    37,096
                2005                                    37,096
                2006                                    37,052
                2007                                    32,579

Effective  January 1, 2002,  the Company also adopted the provisions of SFAS No.
141, Business  Combinations,  and SFAS No. 144, Accounting for the Impairment or
Disposal of  Long-Lived  Assets,  respectively.  The  initial  adoption of these
Statements  did  not  have  a  material  impact  on the  Condensed  Consolidated
Statements of Income.

The Financial  Accounting Standards Board ("FASB") recently issued SFAS No. 143,
Accounting  for  Asset  Retirement   Obligations,   which  addresses   financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the associated asset retirement costs. SFAS No.
143 is effective  for  financial  statements  issued for fiscal years  beginning
after June 15, 2002.  The Company is currently in the process of evaluating  the
impact of this Statement on its financial condition and results of operations.

3. INVENTORIES

Inventories consist of the following at:
                                           March 31,
                                             2002                   December 31,
                                          (Unaudited)                  2001
                                         -------------             -------------
Raw materials                             $ 4,711,116               $ 4,742,102
Finished goods                              5,863,816                 7,615,345
                                         -------------             -------------
                                           10,574,932                12,357,447
Less inventory reserves                      (400,264)                 (400,767)
                                         -------------             -------------
                                          $10,174,668               $11,956,680
                                         =============             =============

                                       8


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion and analysis of the Company's financial condition
and  results of  operations  should be read in  conjunction  with the  Company's
historical consolidated financial statements and notes thereto.

General

     The  increase  in  sales  in  the  first  quarter  of  2002  was  primarily
attributable to the  introduction  of Energade(R) in July 2001,  sales of Junior
Juice,  which  trademark was acquired in May 2001, and the  introduction  of E2O
Energy Water in June 2001. The Company also  benefited  from increased  sales of
natural  sodas,  children's  multi-vitamin  juice  drinks and apple  juice.  The
increase  in  sales  was  partially  offset  by  decreased  sales  of  Hard e, a
malt-based  alcoholic beverage,  Signature Sodas,  Healthy Start (which has been
discontinued),  Smoothies,  and  functionals  as well as  increased  promotional
expenses.

     The decrease in gross profit  margin as a percentage  of net sales to 36.6%
for the quarter  ended March 31, 2002 from 37.3% for the quarter ended March 31,
2001 was primarily due to a change in the customer and product mix.

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

Results of Operations for the Three-months Ended March 31, 2002 Compared to the
Three-months Ended March 31, 2001

     Gross  Sales.  For the  three-months  ended  March 31,  2002,  gross  sales
increased to $22.5  million from the $20.3  million for the  three-months  ended
March 31, 2001. As discussed below, the increase in gross sales is primarily due
to the  introduction  of new  products  as well as  increased  sales of existing
products.

     Net Sales. For the three-months  ended March 31, 2002, net sales were $18.6
million,  an increase of $1.7 million or 10.0% higher than the $16.9 million net
sales for the  three-months  ended March 31, 2001.  The increase in net sales in
the first  quarter of 2002 was primarily  attributable  to the  introduction  of
Energade(R) in July 2001, sales of Junior Juice, which trademark was acquired in
May 2001 and the introduction of E2O Energy Water in June 2001. The Company also
benefited from increased sales of natural sodas, children's  multi-vitamin juice
drinks and apple juice as well.  The increase in net sales was partially  offset
by decreased sales of Hard e, a malt-based alcoholic beverage,  Signature Sodas,
Healthy Start (which has been discontinued),  Smoothies, and functionals as well
as increased  promotional expenses. On January 1, 2002, the Company adopted EITF
01-9.  The effect of the change in  accounting  related to the  adoption of EITF
01-9 for the  three-months  ended March 31,  2002 was to  decrease  net sales by
$2,242,621, increase cost of goods sold by $52,597 and decrease selling, general
and administrative expenses by $2,295,218.  For the three-months ended March 31,
2001,  $1,860,682 has been classified as a reduction of net sales and $89,397 as
an  increase  in cost of goods sold which wa  previously  reported  as  selling,
general and administrative expense (Note 2 of financial statements).

                                       9


<PAGE>

     Gross  Profit.  Gross  profit was $6.8 million for the  three-months  ended
March 31, 2002, an increase of $510,000 or 8.1% higher than the gross profit for
the  three-months  ended  March  31,  2001 of $6.3  million.  Gross  profit as a
percentage of net sales, however,  decreased to 36.6% for the three-months ended
March 31,  2002 from  37.3%  for the  three-months  ended  March 31,  2001.  The
decrease in gross profit as a percentage of net sales was primarily attributable
to a change in the customer and product mix.

     Total Operating  Expenses.  Total operating  expenses were $6.0 million for
the  three-months  ended March 31, 2002,  an increase of $488,000 or 8.8% higher
than total operating  expenses of $5.6 million for the three-months  ended March
31, 2001.  Total  operating  expenses as a percentage of net sales  decreased to
32.5% for the three-months  ended March 31, 2002 from 32.9% for the three-months
ended March 31, 2001.  The increase in total  operating  expenses was  primarily
attributable to increased selling, general and administrative expenses which was
partially offset by decreased  amortization of trademark licenses and trademarks
due to the  adoption  of SFAS No.  142 in the first  quarter  of 2002 (Note 2 of
financial  statements).  In  2002,  the  Company  adopted  SFAS  No.  142  which
eliminated amortization on indefinite-lived  intangible assets.  Amortization of
trademark  licenses and trademarks for the three-months ended March 31, 2002 was
$13,000,  a decrease of $110,000 or 89.6% from  amortization of $123,000 for the
three-months ended March 31, 2001.

     Selling,  general and  administrative  expenses  were $6.0  million for the
three-months  ended March 31, 2002, an increase of $599,000 or 11.0% higher than
selling,   general  and   administrative   expenses  of  $5.4  million  for  the
three-months ended March 31, 2001. Although selling expenses for the three-month
period  ended  March 31,  2002  were  comparable  to  selling  expenses  for the
three-months ended March 31, 2001, expenditures for distribution, graphic design
and  advertising  increased  while  expenditures  for  in-store  demonstrations,
premiums  and  sponsorships  decreased.   General  and  administrative  expenses
increased by $510,000.  Such  increase was primarily  attributable  to increased
payroll expenses  primarily for selling and marketing support activities as well
as increased in bad debts,  travel and other  operating  expenses to support the
increase in sales.

     Operating Income.  Operating income was $765,000 for the three-months ended
March 31, 2002,  which was  comparable  to operating  income of $744,000 for the
three-months ended March 31, 2001. Operating income as a percentage of net sales
decreased  to 4.1% for the  three-months  ended March 31, 2002 from 4.4% for the
three-months  ended March 31, 2001.  The 0.3% decrease in operating  income as a
percentage of net sales was partially  attributable  to a 0.7% decrease in gross
profit  as a  percentage  of net  sales  which  was  partially  offset by a 0.4%
decrease in operating expenses as a percentage of net sales.

     Net Non-operating  Expense.  Net non-operating  expense was $75,000 for the
three-months ended March 31, 2002, a decrease of $126,000 from net non-operating
expense of $202,000 for the  three-months  ended March 31, 2001. The decrease in
net  non-operating  expense was  primarily  attributable  to decreased  interest
expense incurred on the Company's borrowings,  which was primarily  attributable
to the decrease in  outstanding  loan balances and lower  interest  rates on the
Company's borrowings.

                                       10


<PAGE>

     Provision for Income Taxes. Provision for income taxes for the three-months
ended March 31, 2002 was $280,000 as compared to  provision  for income taxes of
$217,000 for the comparable  period in 2001.  The $63,000  increase in provision
for income taxes was primarily  attributable to the increase in operating income
and a decrease in non-operating expense.

     Net Income.  Net income was $411,000 for the  three-months  ended March 31,
2002, an increase of $85,000 or 26.2% higher than net income of $325,000 for the
three-months  ended March 31, 2001. The increase in net income was  attributable
to an increase  in gross  profit of  $510,000  and a decrease  in  non-operating
expense of $126,000  which was  partially  offset by an  increase  in  operating
expense of $488,000 and an increase in provision for taxes of $63,000.

Liquidity and Capital Resources

     As of March 31,  2002,  the Company had  working  capital of $13.6  million
which was  comparable  to working  capital of $13.0  million as of December  31,
2001. The increase in working  capital was primarily  attributable to net income
earned after adjustment for certain noncash expenses, primarily depreciation and
amortization, and cash received from the increase in borrowings on the Company's
debt which was partially offset by acquisition of property and equipment.

     Net cash provided by operating activities was $158,000 for the three-months
ended March 31, 2002 as compared to net cash provided by operating activities of
$1.3 million for the comparable period in 2001. For the three-months ended March
31, 2002, cash provided by operating  activities was  attributable to net income
plus  amortization of trademark  license and trademarks,  depreciation and other
amortization, as well as decreases in inventories and prepaid expenses and other
current assets.  The cash provided by operating  activities was partially offset
by increased accounts receivable as well as decreased accounts payable,  accrued
liabilities and accrued compensation.

     Net  cash  used  in  investing  activities  decreased  to  $77,000  for the
three-months  ended March 31,  2002 as  compared  to net cash used in  investing
activities  of  $127,000  for the  comparable  period in 2001.  Net cash used in
investing  activities  for the  three-months  ended  March  31,  2002  consisted
primarily  of purchases of property  and  equipment  and  increases in trademark
licenses  and  trademarks.   Management,   from  time  to  time,  considers  the
acquisition of capital  equipment,  particularly  coolers,  merchandise  display
racks, vans and promotional  vehicles,  and businesses compatible with the image
of the Hansen's(R)  brand,  as well as the  development and  introduction of new
product lines. The Company may require  additional capital resources for or as a
result  of  any  such  activities  or  transactions,  depending  upon  the  cash
requirements  relating thereto. Any such activities or transactions will also be
subject to the terms and restrictions of HBC's credit facilities.

     Net cash provided by financing activities was $123,000 for the three-months
ended March 31, 2002 as compared  to net cash used in  financing  activities  of
$1.2  million  for the  comparable  period  in 2001.  The  increase  in net cash
provided  by  financing  activities  was  primarily  attributable  to  decreased
principal  payments on long-term debt as well as borrowings on long-term debt in
2002 which did not occur in 2001.

     HBC's revolving line of credit has been renewed by its bank until September
2005. The rate of interest  payable by the Company on advances under the line of
credit is based on bank's base (prime) rate, plus an additional percentage of up
to 0.5% or the LIBOR rate, plus an additional percentage of up to 2.5% depending
upon  certain   financial  ratios  of  the  Company.   As  of  March  31,  2002,
approximately $5.2 million was outstanding under the revolving line of credit.

                                       11


<PAGE>

     The credit facility contains financial covenants, which require the Company
to  maintain  certain  financial  ratios and  achieve  certain  levels of annual
income. The facility also contains certain non-financial  covenants. As of March
31 2002, the Company was in compliance with all covenants.

     Management  believes that cash  available from  operations,  including cash
resources and the revolving  line of credit,  will be sufficient for its working
capital needs, including purchase commitments for raw materials, payments of tax
liabilities,  debt service, expansion and development needs, purchases of shares
of common stock of the Company,  as well as any  purchases of capital  assets or
equipment over the current year.

Forward Looking Statements

     The Private Security  Litigation  Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking  statements made by or on behalf of the Company.
The Company and its  representatives  may from time to time make written or oral
forward looking statements,  including  statements  contained in this report and
other  filings with the  Securities  and Exchange  Commission  and in reports to
shareholders  and  announcements.   Certain  statements  made  in  this  report,
including certain statements made in management's  discussion and analysis,  may
constitute forward looking statements (within the meaning of Section 27.A of the
Securities Act 1933 as amended and Section 21.E of the  Securities  Exchange Act
of 1934, as amended)  regarding the  expectations  of 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 2002 information,  are forward looking statements within
the meaning of the Act.

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

o    Company's ability to generate sufficient cash flows to support capital
     expansion plans and general operating activities;
o    Changes in consumer preferences;
o    Changes in demand that are weather related, particular in areas outside of
     California;
o    Competitive products and pricing pressures and the Company's ability to
     gain or maintain share of sales in the marketplace as a result of actions
     by competitors;
o    The introduction of new products;
o    Laws and regulations, and/or any changes therein, including changes in
     accounting standards, taxation requirements (including tax rate changes,
     new tax laws and revised tax law interpretations) and environmental laws as
     well as the Federal Food Drug and Cosmetic Act, the Dietary Supplement
     Health and Education Act, and regulations made thereunder or in connection
     therewith, especially those that may affect the way in which the Company's
     products are marketed as well as laws and regulations or rules made or
     enforced by the Food and Drug Administration and/or the Bureau of Alcohol,
     Tobacco and Firearms and/or certain state regulatory agencies;

                                       12


<PAGE>

o    Changes in the cost and availability of raw materials and the ability to
     maintain favorable supply arrangements and relationships and procure timely
     and/or adequate production of all or any of the Company's products;
o    The Company's ability to achieve earnings forecasts, which may be based on
     projected volumes and sales of many product types and/or new products,
     certain of which are more profitable than others. There can be no assurance
     that the Company will achieve projected levels or mixes of product sales;
o    The Company's ability to penetrate new markets;
o    The marketing efforts of distributors of the Company's products, most of
     which distribute products that are competitive with the products of the
     Company;
o    Unilateral decisions by distributors, grocery chains, specialty chain
     stores, club stores and other customers to discontinue carrying all or any
     of the Company's products that they are carrying at any time;
o    The terms and/or availability of the Company's credit facilities and the
     actions of its creditors;
o    The effectiveness of the Company's advertising, marketing and promotional
     programs;
o    Adverse weather conditions, which could reduce demand for the Company's
     products;
o    The Company's ability to make suitable arrangements for the co-packing of
     its Energy and functional drinks in 8.3-ounce slim cans, Smoothies in 11.5
     ounce cans, E2O Energy Water, Energade and other products.

     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.


I
TEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

     The  principal  market  risks  (i.e.,  the risk of loss arising from advers
changes  in market  rates and  prices)  to which the  Company  is  exposed,  are
fluctuations  in commodity  prices,  affecting  the cost of raw  materials,  and
changes  in  interest  rates on the  Company's  long term debt.  The  Company is
subject to market  risk with  respect  to the cost of  commodities  because  its
ability to recover  increased costs through higher pricing may be limited by the
competitive environment in which it operates.

     At March 31, 2002, the majority of the Company's debt consisted of variable
rate debt. The amount of variable rate debt fluctuates  during the year based on
the Company's cash requirements.  If average interest rates were to increase one
percent  for the  three-months  ended  March  31,  2002,  the net  impact on the
Company's pre-tax earnings would have been approximately $13,000.

                                       13


<PAGE>



                           PART II - OTHER INFORMATION



         Items 1 - 5.     Not Applicable


         Item 6.          Exhibits and Reports on Form 8-K

                  (a)     Exhibits - See Exhibit Index

                  (b)     Reports on Form 8-K - None







                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        HANSEN NATURAL CORPORATION
                                        Registrant


Date:   May 15, 2002                    /s/ RODNEY C. SACKS
                                        ----------------------------------
                                        Rodney C. Sacks
                                        Chairman of the Board of Directors and
                                        Chief Executive Officer
                                        (Principal Executive Officer)


Date:   May 15, 2002                    /s/ HILTON H. SCHLOSBERG
                                        ----------------------------------
                                        Hilton H. Schlosberg
                                        Vice Chairman of the Board of Directors,
                                        President, Chief Operating Officer,
                                        Chief Financial Officer and Secretary

                                       14