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, 2001     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 10,045,003 shares of common stock
                          outstanding as of May 1, 2001



<PAGE>





                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                 March 31, 2001

                                      INDEX



                                                                        Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of March 31, 2001
                     and December 31, 2000                                     3

                  Consolidated Statements of Income for the
                     three-months ended March 31, 2001 and 2000                4

                  Consolidated Statements of Cash Flows for the
                     three-months ended March 31, 2001 and 2000                5

                  Notes to Consolidated Financial Statements for the
                     three-months ended March 31, 2001 and year
                     ended December 31, 2000                                   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                                              12


Item 6.           Exhibits and Reports on Form 8-K                            12

                  Signatures                                                  12




<PAGE>



HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 (Unaudited) AND DECEMBER 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          March 31,             December 31,
                                                                                            2001                    2000
                                                                                            ----                    ----
                                                                                         (Unaudited)
                                                   ASSETS
<S>                                                                                  <C>                     <C>
CURRENT ASSETS:
Cash and cash equivalents                                                            $         193,626       $        130,665
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $771,150
    in 2001 and $486,462 in 2000 and promotional allowances
    of $2,752,010 in 2001 and $2,583,088 in 2000)                                            6,326,432              6,584,486
Inventories, net                                                                            10,192,788             10,907,895
Prepaid expenses and other current assets                                                    1,003,669                823,387
Deferred income tax asset                                                                      881,618                881,618
                                                                                     ------------------      -----------------
    Total current assets                                                                    18,598,133             19,328,051

PROPERTY AND EQUIPMENT, net                                                                  1,868,088              1,863,044

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $3,489,590 in 2001 and $3,366,358 in 2000)                                           16,774,691             16,887,914
Deposits and other assets                                                                      680,354                665,731
                                                                                     ------------------      -----------------
    Total intangible and other assets                                                       17,455,045             17,553,645
                                                                                     ------------------      -----------------
                                                                                     $      37,921,266       $     38,744,740
                                                                                     ==================      =================

                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                     $       4,027,810       $      3,681,956
Accrued liabilities                                                                            496,396                607,443
Accrued compensation                                                                            86,369                281,629
Current portion of long-term debt                                                              236,553                234,655
Income taxes payable                                                                           849,166                878,266
                                                                                     ------------------      -----------------
    Total current liabilities                                                                5,696,294              5,683,949

LONG-TERM DEBT, less current portion                                                         8,542,068              9,731,956

DEFERRED INCOME TAX LIABILITY                                                                1,274,139              1,274,139

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value; 30,000,000 shares authorized; 10,251,764 shares
    issued, 10,045,003 outstanding
    in 2001; 10,148,882 shares issued, 9,942,121 outstanding in 2000.                           51,259                 50,744
Additional paid-in capital                                                                  11,695,725             11,667,619
Retained earnings                                                                           11,476,326             11,150,878
Common stock in treasury; at cost - 206,761 shares
    in 2001 and 2000 respectively                                                             (814,545)              (814,545)
                                                                                     ------------------      -----------------
    Total shareholders' equity                                                              22,408,765             22,054,696
                                                                                     ------------------      -----------------
                                                                                     $      37,921,266       $     38,744,740
                                                                                     ==================      =================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   2001                        2000
                                                                                   ----                        ----
<S>                                                                        <C>                          <C>
NET SALES                                                                  $         18,768,796         $        15,978,002

COST OF SALES                                                                        10,518,471                   8,774,042
                                                                           ---------------------        --------------------

GROSS PROFIT                                                                          8,250,325                   7,203,960

OPERATING EXPENSES:
Selling, general and administrative                                                   7,383,006                   5,953,412
Amortization of trademark license and trademarks                                        123,232                      82,659
                                                                           ---------------------        --------------------

     Total operating expenses                                                         7,506,238                   6,036,071
                                                                           ---------------------        --------------------

OPERATING INCOME                                                                        744,087                   1,167,889

NON-OPERATING EXPENSE (INCOME):
Interest and financing expense                                                          202,956                      28,295
Interest income                                                                          (1,284)                     (7,244)
                                                                           ---------------------        --------------------

     Net non-operating expense                                                          201,672                      21,051

                                                                           ---------------------        --------------------
INCOME BEFORE PROVISION
     FOR INCOME TAXES                                                                   542,415                   1,146,838

PROVISION FOR INCOME TAXES                                                              216,967                     458,735
                                                                           ---------------------        --------------------

NET INCOME                                                                 $            325,448         $           688,103
                                                                           =====================        ====================


NET INCOME PER COMMON SHARE:
     Basic                                                                 $               0.03         $              0.07
                                                                           =====================        ====================
     Diluted                                                               $               0.03         $              0.07
                                                                           =====================        ====================


NUMBER OF COMMON SHARES USED
     IN PER SHARE COMPUTATIONS:
     Basic                                                                           10,009,955                   9,998,657
                                                                           =====================        ====================
     Diluted                                                                         10,306,699                  10,481,940
                                                                           =====================        ====================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     2001                2000
                                                                                     ----                ----
<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $       325,448     $       688,103
Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
       Amortization of trademark license and trademarks                                123,232              82,414
       Depreciation and other amortization                                              97,654              45,995
       Effect on cash of changes in operating assets and liabilities:
        Accounts receivable                                                            258,054            (493,064)
        Inventories                                                                    715,107            (100,440)
        Prepaid expenses and other current assets                                     (180,282)           (153,340)
        Accounts payable                                                               345,854          (1,384,801)
        Accrued liabilities                                                           (111,047)           (105,651)
        Accrued compensation                                                          (195,260)           (420,656)
        Income taxes payable                                                           (29,100)            423,929
                                                                               ----------------    ----------------
          Net cash provided by (used in) operating activities                        1,349,660          (1,417,511)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                    (102,698)           (138,306)
Increase in trademark license and trademarks                                           (10,009)             (4,431)
Increase in deposits and other assets                                                  (14,623)           (127,191)
                                                                               ----------------    ----------------
          Net cash used in investing activities                                       (127,330)           (269,928)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on short-term debt                                                                              350,000
Principal payments on long-term debt                                                (1,187,990)           (178,085)
Issuance of common stock                                                                28,621             230,000
Purchases of common stock, held in treasury                                                               (589,944)
                                                                               ----------------    ----------------
          Net cash used in financing activities                                     (1,159,369)           (188,029)

                                                                               ----------------    ----------------
NET INCREASE (DECREASE) IN CASH                                                         62,961          (1,875,468)
CASH AND CASH EQUIVALENTS, beginning of the period                                     130,665           2,009,155
                                                                               ----------------    ----------------
CASH AND CASH EQUIVALENTS, end of the period                                   $       193,626     $       133,687
                                                                               ================    ================
 

SUPPLEMENTAL INFORMATION 
 Cash paid during the period for:
       Interest                                                                $       215,395     $        22,078
                                                                               ================    ================
       Income taxes                                                            $       246,067     $        34,806
                                                                               ================    ================

NONCASH TRANSACTIONS:
       During the three month period ended March 31, 2001, the Company issued
            84,882 shares of common stock to employees in connection with a net
            exercise of options to purchase 134,500 shares of common stock.

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

          See accompanying notes to consolidated financial statements.

                                       5

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTHS ENDED 
MARCH 31, 2001 (Unaudited) AND YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------

  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, 2000,  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.   The  information  set forth in these
         interim  consolidated  financial statements  for the three months ended
         March 31, 2001  and 2000  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  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.

  2.              INVENTORIES

         Inventories consist of the following at:

                                            March 31,             December 31,
                                              2001                     2000
                                           (Unaudited)
                                       ------------------      -----------------
         Raw materials                    $  4,777,510            $ 4,704,363
         Finished goods                      5,587,809              6,371,941
                                       ------------------      -----------------
                                            10,365,319             11,076,304
         Less inventory reserves              (172,531)              (168,409)
                                       ------------------      -----------------
                                          $ 10,192,788            $ 10,907,895
                                       ==================      =================

                                       6




<PAGE>

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

General

     The  increase  in sales  during  the first  quarter  of 2001 was  primarily
attributable to sales of the Blue Sky Natural Sodas, which business was acquired
during  the  third  quarter  of  2000,  and  increased  sales  of the  Company's
functional  drinks in 8.2-ounce slim cans. The Company also benefited from sales
of Hard e, a malt  based  alcoholic  drink,  which was  introduced  in the third
quarter of 2000,  and increased  sales of apple juice,  juice blends and Natural
Sodas.  The increase in net sales was partially offset by decreased sales of the
Company's children's  multi-vitamin juice drinks in 8.45-ounce aseptic packages,
Smoothies  in  glass  and  polyethylene  terephthalate  ("P.E.T.")  bottles  and
Signature Sodas.

     The decrease in gross profit  margin as a percentage  of net sales to 44.0%
for the quarter  ended March 31, 2001 from 45.1% for the quarter ended March 31,
2000 was due primarily to a change in the 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, 2001 Compared to the
Three-months Ended March 31, 2000

     Net Sales. For the three-months  ended March 31, 2001, net sales were $18.8
million,  an increase of $2.8 million or 17.5% higher than the $16.0 million net
sales for the  three-months  ended March 31, 2000. The increase in net sales was
primarily  attributable  to sales of the Blue Sky Natural Sodas,  which business
was acquired in the third quarter of 2000, and increased  sales of the Company's
functional  drinks in 8.2-ounce slim cans. The Company also benefited from sales
of Hard e, a malt  based  alcoholic  drink,  which was  introduced  in the third
quarter of 2000 and  increased  sales of apple  juice,  juice blends and Natural
Sodas.  The increase in net sales was partially offset by decreased sales of the
Company's children's  multi-vitamin juice drinks in 8.45-ounce aseptic packages,
Smoothies in glass and P.E.T. bottles and Signature Sodas.

     Gross  Profit.  Gross  profit was $8.3 million for the  three-months  ended
March 31,  2001,  an  increase  of $1.1  million or 14.5%  higher than the gross
profit for the three-months  ended March 31, 2000 of $7.2 million.  Gross profit
as a percentage of net sales,  however,  decreased to 44.0% for the three-months
ended March 31, 2001 from 45.1% for the  three-months  ended March 31, 2000. The
decrease in gross profit as a percentage of net sales was primarily attributable
to a change in the product mix.

     Total Operating  Expenses.  Total operating  expenses were $7.5 million for
the  three-months  ended March 31,  2001,  an increase of $1.5  million or 24.4%
higher than total operating  expenses of $6.0 million for the three-months ended
March 31, 2000. Total operating  expenses as a percentage of net sales increased
to  40.0%  for  the  three-months  ended  March  31,  2001  from  37.8%  for the
three-months  ended March 31, 2000. The increase in total operating expenses and
total operating expenses as a percentage of net sales was primarily attributable
to  increased  selling,  general and  administrative  expenses  and, to a lesser
extent,  increased  amortization of trademark  license and trademarks due to the
acquisition of the Blue Sky trademark in the third quarter of 2000.

                                       7

<PAGE>
     Selling,  general and  administrative  expenses  were $7.4  million for the
three-months  ended March 31, 2001,  an increase of $1.4 million or 24.0% higher
than  selling,  general  and  administrative  expenses  of $6.0  million for the
three-months  ended  March 31,  2000.  The  increase  in  selling  expenses  was
primarily attributable to increased promotional allowances granted to customers,
increased   payroll  expenses   primarily  for  selling  and  marketing  support
activities, and increased expenditures for in-store demonstrations,  merchandise
displays,  premiums,  sponsorships  and indirect  sales  support  expenses.  The
increase in general and  administrative  expenses was primarily  attributable to
increased legal,  insurance,  travel and other operating expenses to support the
increase in sales.

     Operating Income.  Operating income was $744,000 for the three-months ended
March 31, 2001, a decrease of $424,000 or 36.3% lower than  operating  income of
$1.2 million for the  three-months  ended March 31, 2000.  Operating income as a
percentage of net sales decreased to 4.0% for the  three-months  ended March 31,
2001 from 7.3% for the  three-months  ended  March 31,  2000.  The  decrease  in
operating  income was  attributable  to a $1.5  million  increase  in  operating
expenses which was partially  offset by a $1.1 million increase in gross profit.
The 3.3% decrease in operating income as a percentage of net sales was partially
attributable to a 1.1% decrease in gross profit as a percentage of net sales and
a 2.2% increase in operating expenses as a percentage of net sales.

     Net Non-operating  Expense. Net non-operating  expense was $202,000 for the
three-months   ended  March  31,  2001,   an  increase  of  $181,000   over  net
non-operating  expense of $21,000 for the three-months ended March 31, 2000. Net
non-operating  expense was primarily  attributable to increased interest expense
incurred  on  the  Company's  increased   borrowings,   which   were   primarily
attributable  to  the  acquisition of the Blue Sky business and the financing of
vehicles acquired by the Company.

     Provision for Income Taxes. Provision for income taxes for the three-months
ended March 31, 2001 was $217,000 as compared to  provision  for income taxes of
$459,000 for the comparable  period in 2000. The $242,000  decrease in provision
for income taxes was primarily  attributable to the decrease in operating income
and an increase in non-operating expense.

     Net Income.  Net income was $325,000 for the  three-months  ended March 31,
2001,  a decrease of  $363,000 or 53% lower than net income of $688,000  for the
three-months  ended March 31, 2000. The decrease in net income was  attributable
to the  increase  in  operating  expenses of $1.5  million  and the  increase in
non-operating  expense of $181,000 which was partially offset by the increase in
gross profit of $1.1  million and the decrease in provision  for income taxes of
$242,000.

Liquidity and Capital Resources

     As of March 31, 2001, the Company had working capital of $12.9 million,  as
compared  to working  capital of $13.6  million as of  December  31,  2000.  The
decrease in working  capital was  primarily  attributable  to the repayment of a
portion  of  Company's  long-term  debt  and the  acquisition  of  property  and
equipment.  The  decrease  was  partially  offset  by net  income  earned  after
adjustment for certain  noncash  expenses,  primarily  amortization of trademark
license and trademarks and  depreciation  and other  amortization as well as the
issuance of common stock.

                                       8

<PAGE>
     Net  cash  provided  by  operating  activities  was  $1.3  million  for the
three-months  ended March 31,  2001 as  compared  to net cash used in  operating
activities of $1.4 million for the comparable  period in 2000. This consisted of
net income plus amortization of trademark  license and trademarks,  depreciation
and other amortization, decreases in accounts receivable and inventories , and a
small increase in current liabilities which was partially offset by increases in
prepaid expenses and other current assets.

     Net  cash  used in  investing  activities  decreased  to  $127,000  for the
three-months  ended March 31,  2001 as  compared  to net cash used in  investing
activities  of  $270,000  for the  comparable  period  in 2000.  This  consisted
primarily of purchases of property and equipment, increases in trademark license
and  trademarks,  and increases in deposits and other assets.  Management,  from
time to time,  considers  the  acquisition  of capital  equipment,  particularly
coolers,   merchandise  display  racks,  vans  and  promotional  vehicles,   and
businesses  compatible with the image of the  Hansen's(R)  brand, as well as the
development  and  introduction  of new  product  lines.  The Company may require
additional  capital  resources in 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 used in  financing  activities  increased  to $1.2 million for the
three-months  ended March 31,  2001 as  compared  to net cash used in  financing
activities of $188,000 for the  comparable  period in 2000.  The increase in net
cash used in  financing  activities  was  primarily  attributable  to  increased
principal payments of long-term debt.

     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 from time to time. As of March 31,
2001,  approximately  $8.0 million was  outstanding  under the revolving line of
credit.

     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 2001, 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  servicing,  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.

                                       9


<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 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 2000 information,  are forward looking statements within
the meaning of the Act.

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

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

                                       10

<PAGE>
o    The  marketing efforts  of distributors  of the Company's products, most of
     which  distribute  products  that  are competitive with the products of the
     Company;
o    Unilateral  decisions  by  distributors,  grocery  chains,  specialty chain
     stores, club stores  and other customers to discontinue carrying all or any
     of the Company's products that they are carrying at any time;
o    The terms  and/or  availability  of the Company's credit facilities and the
     actions of its creditors;
o    The effectiveness  of the  Company's advertising, marketing and promotional
     programs;
o    Adverse weather conditions,   which  could  reduce demand for the Company's
     products;
o    The  Company's ability  to make suitable arrangements for the co-packing of
     its  functional drinks in 8.2-ounce slim cans, Smoothies in 11.5 ounce cans
     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.

                                       11

<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 9, 2001                     /s/ RODNEY C. SACKS
                                        -------------------
                                        Rodney C. Sacks
                                        Chairman of the Board of Directors
                                        and Chief Executive Officer
                                        (Principal Executive Officer)


Date:   May 9, 2001                     /s/ HILTON H. SCHLOSBERG
                                        ------------------------
                                        Hilton H. Schlosberg
                                        Vice Chairman of the Board of Directors,
                                        President, Chief Operating Officer,
                                        Chief Financial Officer and Secretary


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