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 September 30, 1998 Commission file number 0-18761


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


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



                        2380 Railroad Street, Suite 101,
                            Corona, California 91720
               (Address of principal executive offices) (Zip Code)



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




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


                                    Yes X No




               The registrant had 9,911,905 shares of common stock
                       outstanding as of November 1, 1998



<PAGE>





                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                               September 30, 1998

                                      INDEX



                                                                                

                                                                        Page No.

Part I.    FINANCIAL INFORMATION


Item 1.    Consolidated Financial Statements

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

           Consolidated Statements of Operations for the
           three and nine months ended September 30, 1998 and 1997             4

           Consolidated Statements of Cash Flows for the
           nine months ended September 30, 1998 and 1997                       5

           Notes to Consolidated Financial Statements                          6


Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                 8



Part II.   OTHER INFORMATION


Items 1-5. Not Applicable                                                     20


Item 6.    Exhibits and Reports on Form 8-K                                   20

           Signatures                                                         20





                                       2

<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)

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


                                                                                                   September 30,        December 31,
                                                                                                       1998                 1997
                                                                                                   ------------        ------------
                                                   ASSETS
<S> ........................................................................................       <C>                 <C>
CURRENT ASSETS:
Cash .......................................................................................       $  4,284,121        $    395,231
Accounts receivable (net of allowance for doubtful
   accounts, sales returns and cash discounts of $350,800
   in 1998 and $315,629 in 1997 and promotional allowances
   of $1,897,438 in 1998 and $1,067,749 in 1997) ...........................................          2,503,872           1,541,731
Inventories ................................................................................          4,207,624           3,915,983
Prepaid expenses and other current assets ..................................................            526,186             214,468
                                                                                                   ------------        ------------
   Total current assets ....................................................................         11,521,803           6,067,413

PROPERTY AND EQUIPMENT, net ................................................................            608,539             412,496

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
   of $2,612,278 in 1998 and $2,390,878 in 1997) ...........................................         10,074,583          10,208,116
Note receivable from director ..............................................................             30,961              60,252
Deposits and other assets ..................................................................            198,533             185,082

   Total intangible and other assets .......................................................         10,304,077          10,453,450
                                                                                                   ------------        ------------
                                                                                                   $ 22,434,419        $ 16,933,359
                                                                                                   ============        ============

                        LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable ...........................................................................       $  3,252,039        $  2,195,200
Accrued liabilities ........................................................................            518,300             444,807
Accrued compensation .......................................................................            568,375             322,114
Current portion of long-term debt ..........................................................          1,593,161             520,835
Income taxes payable .......................................................................          1,614,590              81,800
                                                                                                   ------------        ------------
   Total current liabilities ...............................................................          7,546,465           3,564,756

LONG-TERM DEBT, less current portion .......................................................          1,957,386           3,407,824

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value; 30,000,000
  shares authorized 9,909,051 and
  9,130,869 shares issued
  and outstanding in 1998 and 1997, respectively ...........................................             49,545              45,654
Additional paid-in capital .................................................................         10,930,381          10,858,315
Retained earnings (accumulated deficit) ....................................................          2,017,883            (875,949)
Foreign currency translation adjustment ....................................................            (67,241)            (67,241)
                                                                                                   ------------        ------------
   Total shareholders' equity ..............................................................         12,930,568           9,960,779
                                                                                                   ------------        ------------
                                                                                                   $ 22,434,419        $ 16,933,359
                                                                                                   ============        ============

</TABLE>




                                       3

<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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


                                                                       Three Months Ended                  Nine Months Ended
                                                                          September 30,                      September 30,
                                                                   -----------       -----------       -----------       -----------
                                                                        1998             1997              1998              1997
                                                                   -----------       -----------       -----------       -----------
<S> ........................................................       <C>               <C>               <C>               <C>
NET SALES ..................................................       $16,589,368       $13,438,895       $41,804,753       $32,054,709

COST OF SALES ..............................................         8,703,684         7,924,398        21,326,455        18,952,135
                                                                   -----------       -----------       -----------       -----------

GROSS PROFIT ...............................................         7,885,684         5,514,497        20,478,298        13,102,574

OPERATING EXPENSES:
Selling, general and administrative ........................         5,975,153         4,725,864        15,537,504        11,122,820
Amortization of trademark license and trademarks ...........            73,800            73,500           221,400           220,500
Other expenses .............................................            29,719            36,704            59,719           183,839
                                                                   -----------       -----------       -----------       -----------

         Total operating expenses ..........................         6,078,672         4,836,068        15,818,623        11,527,159
                                                                   -----------       -----------       -----------       -----------

OPERATING INCOME ...........................................         1,807,012           678,429         4,659,675         1,575,415

NET INTEREST AND FINANCING EXPENSE .........................            50,640           177,420           262,297           450,487

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

INCOME BEFORE PROVISION
         FOR INCOME TAXES ..................................         1,756,372           501,009         4,397,378         1,124,928

PROVISION FOR INCOME TAXES .................................           624,000         1,544,123            40,200
                                                                   -----------       -----------       -----------       -----------


NET INCOME .................................................       $ 1,132,372       $   501,009       $ 2,853,255       $ 1,084,728
                                                                   ===========       ===========       ===========       ===========


NET INCOME PER COMMON SHARE:
         Basic .............................................       $      0.12       $      0.05       $      0.31       $      0.12
                                                                   ===========       ===========       ===========       ===========
         Diluted ...........................................       $      0.11       $      0.05       $      0.28       $      0.12
                                                                   ===========       ===========       ===========       ===========


NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
         Basic .............................................         9,356,804         9,214,962         9,210,360         9,195,639
                                                                   ===========       ===========       ===========       ===========
         Diluted ...........................................        10,549,988         9,219,049        10,302,057         9,219,049
                                                                   ===========       ===========       ===========       ===========


</TABLE>


                                       4

<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited)

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

                                                                                                        1998                   1997
                                                                                                 -----------            -----------
<S> ..................................................................................           <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...........................................................................           $ 2,853,255            $ 1,084,728
Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
   Amortization of trademark license and trademarks ..................................               221,400                220,500
   Depreciation and other amortization ...............................................               161,759                188,021
   Loss on disposal of plant and equipment ...........................................                37,044
   Compensation expense related to issuance of stock options .........................                40,577
   Effect on cash of changes in operating assets and liabilities:
     Accounts receivable .............................................................              (962,141)            (1,155,877)
     Inventories .....................................................................              (291,641)              (321,567)
     Prepaid expenses and other current assets .......................................              (311,718)              (113,556)
     Accounts payable ................................................................             1,056,839                634,392
     Accrued liabilities .............................................................                73,493                221,062
     Accrued compensation ............................................................               246,261                 36,206
     Income taxes payable ............................................................             1,532,790                 81,800
                                                                                                 -----------            -----------
       Net cash provided by operating activities .....................................             4,620,874                912,753

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ...................................................              (357,802)              (182,537)
Proceeds from sale of property and equipment .........................................                21,320
Increase in trademark license and trademarks .........................................               (87,867)               (80,556)
Decrease in note receivable from director ............................................                29,291                  2,276
Increase in deposits and other assets ................................................               (13,451)               (82,526)
                                                                                                 -----------            -----------
       Net cash used in investing activities .........................................              (429,829)              (322,023)

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term borrowings ....................................................              (177,135)
Increase in long-term debt ...........................................................                14,546
Principal payments on long-term debt .................................................              (378,112)               (51,573)
Issuance of common stock .............................................................                75,957
                                                                                                 -----------            -----------
       Net cash used in financing activities .........................................              (302,155)              (214,162)

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..............................................                  --                  (48,930)

                                                                                                 -----------            -----------
NET INCREASE IN CASH .................................................................             3,888,890                327,638
CASH, beginning of period ............................................................               395,231                186,931
                                                                                                 ===========            ===========
CASH, end of period ..................................................................           $ 4,284,121            $   514,569
                                                                                                 ===========            ===========
                                                                                              

SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
   Interest ..........................................................................           $   286,447            $   276,754
                                                                                                 ===========            ===========
   Income taxes ......................................................................           $     2,400            $     2,400
                                                                                                 ===========            ===========



</TABLE>




                                       5

<PAGE>

HANSEN NATURAL CORPORATION


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

1.       BASIS OF PRESENTATION

         Reference is made to the Notes to Consolidated Financial Statements, in
         the Company's Form 10-K for the year ended December 31, 1997,  which is
         incorporated  by  reference,  for a  summary  of  significant  policies
         utilized by Hansen Natural Corporation  ("Hansen" or "Company") and its
         subsidiaries,  Hansen Beverage  Company ("HBC") and CVI Ventures,  Inc.
         The  information  set forth in these  interim  financial  statements is
         unaudited  and may be  subject  to  normal  year-end  adjustments.  The
         information  reflects  all  adjustments,   which  include  only  normal
         recurring adjustments, which in the opinion of management are necessary
         to make the financial statements not misleading.  Results of operations
         covered by this report may not  necessarily be indicative of results of
         operations for the full fiscal year.

         Revenue  Recognition  - The  Company  records  revenue  at the time the
         related products are shipped.  Adequate provision against net sales has
         been made for estimated returns, allowances and cash discounts.

         Advertising  Costs - The Company  accounts for  advertising  production
         costs by  expensing  such  production  costs the first time the related
         advertising takes place.  Advertising  expenses included in selling and
         general  expenses  amount to  $2,982,029  and  $2,099,731  for the nine
         months ended  September 30, 1998 and 1997,  respectively.  In addition,
         the  Company  supports  its  customers  (including  distributors)  with
         promotional  allowances,  portion of which are  utilized  for  indirect
         advertising by them.  Promotional allowances amounted to $4,709,596 and
         $3,047,103  for the nine  months  ended  September  30,  1998 and 1997,
         respectively.

         Income taxes - The terms SRLY  (Separate  Return Loss  Limitation)  and
         non-SRLY  (non-Separate  Return Loss Limitation)  refer to two types of
         net operating loss  carryforwards  as they relate to Section 382 of the
         Internal  Revenue Code. The SRLY net operating loss  carryforwards,  as
         reported  in  the  Company's  Form  10-K,  were  acquired  in  1990  in
         connection  with  the  acquisition  of the  Company's  subsidiary,  CVI
         Ventures,  Inc. Such net opertating loss  carryforwards  are subject to
         annual  limitations.  Non-SRLY net  operating  loss  carryforwards  are
         attributable  to taxable losses  incurred by the Company in prior years
         and are not subject to annual limitations.

         Reclassifications  -  Certain  reclassifications  were made in the 1997
         consolidated financial statements to conform to the 1998 presentation.




                                       6

<PAGE>

HANSEN NATURAL CORPORATION

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

2.       ACCOUNTING PRICIPLES

         In February 1997,  the Financial  Accounting  Standards  Board ("FASB")
         issued Statement of Financial  Accounting  Standards  ("SFAS") No. 128,
         Earnings Per Share, which is effective for financial  statements issued
         for  periods   ending  after   December  15,  1997.   It  replaces  the
         presentation  of primary  earnings per share with the  presentation  of
         basic earnings per share. It also requires the  presentation of diluted
         earnings  per share  for  entities  with  complex  capital  structures.
         Diluted  earnings per share takes into account the  potential  dilution
         that could  occur if  securities  or other  contracts  to issue  common
         stock, such as options,  were exercised or converted into common stock.
         The Company  adopted SFAS No. 128 effective with the financial  reports
         of December  31,  1997.  Basic and diluted  earnings  per share for the
         third quarter and  year-to-date  1997 have been restated to reflect the
         requirements of this statement.

         In June 1997,  the FASB issued SFAS No.  130,  Reporting  Comprehensive
         Income and SFAS No. 131,  Disclosures  about  Segments of an Enterprise
         and  Related  Information.  SFAS  No.  130  establishes  standards  for
         reporting and display of  comprehensive  income and its components in a
         full  set  of  general-purpose  financial  statements.   SFAS  no.  131
         establishes   standards  of  reporting   by  publicly   held   business
         enterprises and disclosure of information  about operating  segments in
         annual  financial  statements  and  to  a  lesser  extent,  in  interim
         financial  reports  issued to  shareholders.  SFAS No.  130 and 131 are
         effective for fiscal years  beginning  after December 15, 1997. As both
         SFAS No.  130 and 131 deal with  financial  statement  disclosure,  the
         Company does not  anticipate  that the adoption of these new  standards
         will have a material impact on its financial statements.


3.       INVENTORIES

         Inventories consist of the following at:

                                        September 30,      December 31,
                                            1998              1997
                                        ------------       ------------
           Raw materials                 $ 2,097,149       $    388,877
           Finished goods                  2,110,475          3,527,106
                                        ============       ============
                                         $ 4,207,624        $ 3,915,983
                                        ============       ============







                                       7

<PAGE>

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

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

General

         During the nine-months  ended September 30, 1998, the Company continued
to make progress towards  achieving its goal of expanding the Hansen's(R)  brand
product range and expanding the  distribution  of such products into new markets
outside of California. Sales of the Company's four functional drinks, comprising
a citrus flavored energy drink, a ginger flavored d .stress(TM) drink, an orange
flavored anti.ox(TM) drink and a guarana flavored stamina(TM) drink, were higher
in the third quarter than in the second  quarter.  Sales of the company's  first
Healthy  Start(TM)  100% juice namely,  DYNAJUICE(TM),  (an orange and pineapple
blend with 15 vitamins and  minerals)  and the company's  apple  strawberry  and
apple grape 100% juice blends during the third quarter were satisfactory.  After
the end of the third quarter,  the Company  introduced  "power(TM)",  its newest
functional drink in an 8.2-ounce slim can and three new Healthy Start(TM) juices
namely, ANTIOXJUICE(TM), IMMUNEJUICE(TM), and INTELLIJUICE(TM). Power is a black
cherry flavored drink that contains  Creatine,  Glutamine and Red Panax Ginseng,
as well as key B Vitamins.  ANTIOXJUICE(TM) is a carrot and tropical juice blend
with Grape Seed extract, Vitamins A, C and E and Selenium. IMMUNEJUICE(TM) is an
aronia and cranberry  juice blend with Echinacea and Zinc, and  INTELLIJUICE(TM)
is an orange and tomato  juice  blend with  Gingko  Biloba,  Hawthorn  Berry and
Ginseng.  The Healthy  Start(TM)  line was  originally  launched in 46-ounce PET
multi-serve  packs and will be  extended  to a 64-ounce  size for the full line,
following testing of DYNAJUICE(TM) in that size package.  The Company expects to
formally  introduce its new line of Premium  Natural Sodas by January 1999,  and
its new line of Premium  Functional  Smoothies along with additional  functional
drinks in  8.2-ounce  slim cans  later in 1999.  Other new  product  development
includes a new line of premium functional iced teas in proprietary glass bottles
later in 1999. The Company  continues to incur  expenditures  in connection with
the development and introduction of new products and flavors.

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




                                       8

<PAGE>

Results of Operations for the Three-months  Ended September 30, 1998 Compared to
the Three-months Ended September 30, 1997

         Net Sales.  For the  three-months  ended  September 30, 1998, net sales
were approximately  $16.6 million, an increase of $3.2 million or 23.4% over the
$13.4  million net sales for the  three-months  ended  September  30, 1997.  The
increase  in net sales was  primarily  attributable  to  increased  sales of the
Company's  energy  functional  drink and sales of the Company's three additional
functional  drinks,  in  8.2-ounce  slim cans.  The  increase in sales was, to a
lesser extent,  attributable to the Company's  Healthy  Start(TM) line and apple
juice blends, and increased sales of Smoothies in bottles,  iced teas, lemonades
and juice cocktails and apple juice. The increase in sales of functional  drinks
was  attributable  in part to the  fact  that  the  Company  only  launched  its
functional  energy  drink in April  1997 as well as to the fact that  during the
comparable  period  in 1997,  the  Company  did not have any  sales of its three
additional functional drinks which were introduced in the first quarter of 1998.
A portion of the sales of  functional  drinks  during the third  quarter of 1998
were attributable to opening orders from  distributors  prior to their launching
such products in their respective territories. Consequently, sales of functional
drinks during the third quarter of 1998 may not be indicative of sales that will
be achieved from those products in subsequent periods. The increase in net sales
was  partially  offset by decreased  sales of  Smoothies  in cans and soda.  The
decrease in sales of Smoothies  in cans was  primarily  attributable  to a large
introductory  order  received  during the third  quarter of 1997,  which was not
repeated  in the third  quarter of 1998 and also to the fact that only a portion
of the stores of the customer concerned continue to stock those products.

         Gross Profit.  Gross profit was $7.9 million for the three-months ended
September  30, 1998,  an increase of $2.4 million or 43.0% over the $5.5 million
gross profit for the  three-months  ended September 30, 1997.  Gross profit as a
percentage of net sales increased to 47.5% for the three-months  ended September
30, 1998 from 41.0% for the three-months  ended September 30, 1997. The increase
in gross profit was  primarily  attributable  to increased  net sales and higher
margins achieved.  The increase in gross profit as a percentage of net sales was
primarily attributable to higher margins achieved as a result of a change in the
Company's product mix.

         Total Operating  Expenses.  Total operating  expenses were $6.1 million
for the  three-months  ended  September 30, 1998, an increase of $1.2 million or
25.7% over total operating  expenses of $4.8 million for the three-months  ended
September  30,  1997.  Total  operating  expenses as a  percentage  of net sales
increased to 36.6% for the three-months  ended September 30, 1998 from 36.0% for
the  three-months  ended  September  30, 1997.  The increase in total  operating
expenses  was  primarily   attributable  to  increased   selling,   general  and
administrative  expenses  which  was  partially  offset by a  decrease  in other
expenses.  The increase in total operating expenses as a percentage of net sales
was primarily attributable to an increase in selling, general and administrative
expenses and a comparatively  smaller  increase in net sales from the comparable
period in 1997.




                                       9

<PAGE>

         Selling,  general and administrative expenses were $6.0 million for the
three-months ended September 30, 1998, an increase of $1.2 million or 26.4% over
selling,   general  and   administrative   expenses  of  $4.7  million  for  the
three-months  ended  September  30, 1997.  Selling,  general and  administrative
expenses as a percentage  of net sales  increased to 36.0% for the  three-months
ended  September 30, 1998 from 35.2% for the  three-months  ended  September 30,
1997. The increase in selling  expenses was primarily  attributable to increases
in promotional  expenditures  and  allowances,  costs of promotional  materials,
expenditures  for sampling and product  demonstrations  primarily in  connection
with the introduction of new products,  advertising and distribution  costs. The
costs that were incurred by the Company in sampling DYNAJUICE(TM) in club stores
during its  introductory  phase were unusually high. The increase in general and
administrative  expenses was  primarily  attributable  to increased  payroll and
other  costs  in  connection  with  the  Company's  expansion   activities  into
additional states and operating activities to support the increase in net sales.

         Other expenses were  approximately  $30,000 for the three-months  ended
September 30, 1998 compared to $37,000 for the three-months  ended September 30,
1997.  The  decrease  in  other  expenses  was  primarily  attributable  to  the
expiration of certain consulting  agreements entered into in connection with the
acquisition  of the Hansen  business.  This  decrease  was  partially  offset by
residual  expenses  incurred in connection with the liquidation of the Company's
United Kingdom subsidiary.

         Operating   Income.   Operating   income  was  $1.8   million  for  the
three-months  ended  September  30, 1998,  an increase of $1.1 million or 166.4%
over operating income of $678,000 for the three-months ended September 30, 1997.
Operating  income  as a  percentage  of net  sales  increased  to 10.9%  for the
three-months  ended  September  30, 1998 from 5.0% in the  comparable  period in
1997.  The  increase in  operating  income was  attributable  to a $2.4  million
increase  in gross  profit  that was  partially  offset by an  increase  of $1.2
million in operating expenses.

         Net Interest and Financing Expense.  Net interest and financing expense
was  $51,000  for the  three-months  ended  September  30,  1998,  a decrease of
$127,000  from  net  interest  and   financing   expense  of  $177,000  for  the
three-months  ended  September  30,  1997.  The  decrease  in net  interest  and
financing  expense  was  primarily  attributable  to the fact  that  during  the
three-months  ended  September  30,  1998,  no amounts were  outstanding  on the
Company's revolving line of credit, and the principal amounts outstanding on the
Company's  term loan were  lower  than  during  the  comparable  period in 1997.
Interest  income of $31,000 for the  three-months  ended  September 30, 1998, as
compared to $1,000  interest  income  during the  comparable  period in 1997, is
included in net interest and financing expense.  The increase in interest income
was attributable to increased cash invested in interest-bearing  certificates of
deposit.



                                       10

<PAGE>

         Provision for Income Taxes. Provision for income taxes was $624,000 for
the  three-months  ended  September  30, 1998,  compared to a nil  provision for
income  taxes  for  the  comparable   period  in  1997.  During  the  comparable
nine-months ended September 30, 1997, the provision for income taxes was reduced
by a reduction in the valuation  allowance that was applied  against certain tax
benefits. During the first and second quarters of 1998, the provision for income
taxes  was  reduced,  but to a  lesser  extent  than in 1997,  as the  valuation
allowance  was fully  utilized  during  the first and second  quarters  of 1998.
Consequently, no reduction in the valuation allowance was available in the third
quarter of 1998.

         Net  Income.  Net income was $1.1  million for the  three-months  ended
September  30,  1998,  compared to net income of $501,000  for the  three-months
ended  September 30, 1997.  The $631,000  increase in net income  consists of an
increase in  operating  income of $1.1 million and a decrease of $127,000 in net
interest and financing  expense that was partially offset by a $624,000 increase
in provision for income taxes.




                                       11

<PAGE>

Results of Operations for the  Nine-months  Ended September 30, 1998 Compared to
the Nine-months Ended September 30, 1997

         Net Sales. For the nine-months ended September 30, 1998, net sales were
approximately $41.8 million, an increase of $9.8 million or 30.4% over the $32.1
million net sales for the nine-months  ended September 30, 1997. The increase in
net sales was primarily  attributable to increased sales of the Company's energy
functional drink and sales of the Company's three additional  functional drinks,
in  8.2-ounce  slim  cans.  The  increase  in sales  was,  to a  lesser  extent,
attributable to the Company's Healthy Start(TM) line and apple juice blends, and
increased  sales of iced teas,  lemonades and juice  cocktails.  The increase in
sales of functional drinks was attributable in part to the fact that the Company
only  launched its energy drink in April 1997 as well as to the fact that during
the  comparable  period in 1997, the Company did not have any sales of its three
additional functional drinks which were introduced in the first quarter of 1998.
A  portion  of the sales of  functional  drinks  during  the  nine-months  ended
September 30, 1998 were attributable to opening orders from  distributors  prior
to their launching such products in their respective territories.  Consequently,
sales of functional  drinks during the nine-months  ended September 30, 1998 may
not be  indicative  of  sales  that  will be  achieved  for  those  products  in
subsequent  periods.  Sales of Smoothies in cans and bottles were about the same
as in 1997. A large  introductory  order that was received by the Company during
the third quarter 1997 for Smoothies in cans was not repeated in 1998 and only a
portion  of the  stores  of the  customer  concerned  continue  to  stock  those
products.  The increase in net sales was partially  offset by decreased sales of
apple juice and soda.

         Gross Profit.  Gross profit was $20.5 million for the nine-months ended
September  30, 1998, an increase of $7.4 million or 56.3% over the $13.1 million
gross profit for the  nine-months  ended  September 30, 1997.  Gross profit as a
percentage of net sales increased to 49.0% for the  nine-months  ended September
30, 1998 from 40.9% for the  nine-months  ended September 30, 1997. The increase
in gross profit was  primarily  attributable  to increased  net sales and higher
margins achieved.  The increase in gross profit as a percentage of net sales was
primarily attributable to higher margins achieved as a result of a change in the
Company's product mix.

         Total Operating  Expenses.  Total operating expenses were $15.8 million
for the  nine-months  ended  September  30, 1998, an increase of $4.3 million or
37.2% over total operating  expenses of $11.5 million for the nine-months  ended
September  30,  1997.  Total  operating  expenses as a  percentage  of net sales
increased to 37.8% for the  nine-months  ended September 30, 1998 from 36.0% for
the  nine-months  ended  September  30, 1997.  The  increase in total  operating
expenses  was  primarily   attributable   to  increased   selling   general  and
administrative  expenses  that  was  partially  offset  by a  decrease  in other
expenses.  The increase in total operating expenses as a percentage of net sales
was  primarily  attributable  to  the  increase  in  operating  expenses  and  a
comparatively smaller increase in net sales from the comparable period in 1997.



                                       12

<PAGE>

         Selling, general and administrative expenses were $15.5 million for the
nine-months  ended September 30, 1998, an increase of $4.4 million or 39.7% over
selling,   general  and  administrative   expenses  of  $11.1  million  for  the
nine-months  ended  September  30,  1997.  Selling,  general and  administrative
expenses as a percentage  of net sales  increased  to 37.2% for the  nine-months
ended  September  30,  1998 from 34.7% for the  comparable  period in 1997.  The
increase  in  selling  expenses  was  primarily  attributable  to  increases  in
promotional  expenditures  and  allowances,   costs  of  promotional  materials,
expenditures  for sampling and product  demonstrations  primarily in  connection
with the introduction of new products,  advertising and distribution  costs. The
costs that were incurred by the Company in sampling DYNAJUICE(TM) in club stores
during its  introductory  phase were unusually high. The increase in general and
administrative  expenses was  primarily  attributable  to increased  payroll and
other  costs  in  connection  with  the  Company's  expansion   activities  into
additional states and operating activities to support the increase in net sales.

         Other  expenses  were  approximately  $60,000 for the nine months ended
September 30, 1998 compared to $184,000 for the nine-months  ended September 30,
1997.  The  decrease  in  other  expenses  was  primarily  attributable  to  the
expiration of certain consulting  agreements entered into in connection with the
acquisition  of the Hansen  business.  This decrease was  partially  offset by a
consulting  agreement entered into with the former president of HBC in June 1997
and by residual  expenses  incurred in connection  with the  liquidation  of the
Company's United Kingdom subsidiary.

         Operating Income. Operating income was $4.7 million for the nine-months
ended  September 30, 1998, an increase of $3.1 million or 195.8% over  operating
income of $1.6 million for the nine-months  ended September 30, 1997.  Operating
income as a percentage of net sales increased to 11.1% for the nine-months ended
September 30, 1998 from 4.9% in the  comparable  period in 1997. The increase in
operating  income was  attributable  to a $7.4 million  increase in gross profit
that was partially offset by an increase of $4.3 million in operating expenses.



                                       13

<PAGE>

         Net Interest and Financing Expense.  Net interest and financing expense
was  $262,000  for the  nine-months  ended  September  30,  1998,  a decrease of
$188,000 from net interest and financing expense of $450,000 for the nine-months
ended September 30, 1997. The decrease in net interest and financing expense was
attributable to the fact that during the  nine-months  ended September 30, 1998,
no amounts were  outstanding  on the Company's  revolving line of credit and the
principal amounts  outstanding on the Company's term loan were lower than during
the comparable  period in 1997.  Interest  income of $39,000 for the nine-months
ended  September  30, 1998,  as compared to $2,000  interest  income  during the
comparable  period in 1997, is included in net interest and  financing  expense.
The increase in interest  income was  attributable to increased cash invested in
interest-bearing certificates of deposit.

         Provision for Income Taxes. Provision for income taxes was $1.5 million
for the  nine-months  ended  September 30, 1998 compared to provision for income
taxes of  $40,000  for the  comparable  period in 1997.  During  the  comparable
nine-months ended September 30, 1997, the provision for income taxes was reduced
by a reduction in the valuation  allowance that was applied  against certain tax
benefits. During the first and second quarters of 1998, the provision for income
taxes  was  reduced,  but to a  lesser  extent  than in 1997,  as the  valuation
allowance  was fully  utilized  during  the first and second  quarters  of 1998.
Consequently, no reduction in the valuation allowance was available in the third
quarter of 1998.

         Net  Income.  Net income was $2.9  million  for the  nine-months  ended
September  30, 1998  compared to net income of $1.1 million for the  nine-months
ended September 30, 1997. The $1.8 million increase in net income consists of an
increase in  operating  income of $3.0 million and a decrease of $188,000 in net
interest  and  financing  expense  that was  partially  offset by a $1.5 million
increase in provision for income taxes.



                                       14

<PAGE>

Liquidity and Capital Resources

          At September 30, 1998,  the Company had working  capital of $3,975,000
compared  to working  capital of  $2,503,000  at  December  31,  1997.  Net cash
provided by operating  activities  increased to  $4,621,000  for the nine months
ended  September 30, 1998 as compared to $913,000 for the  comparable  period in
1997.  The  increase  in working  capital  and net cash  provided  by  operating
activities was primarily attributable to net income earned after adjustments for
certain  noncash  expenses,  primarily  amortization  of  trademark  license and
trademarks,  depreciation and other  amortization,  during the nine-months ended
September 30, 1998. The increase in working capital was partially  offset by the
reclassification  of a portion of long-term debt to current portion of long-term
debt.

          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.

         Net cash used in  investing  activities  increased  to $430,000 for the
nine-months  ended September 30, 1998 as compared to $322,000 for the comparable
period in 1997.  The  increase  in net cash  used in  investing  activities  was
primarily  attributable to purchases of property (including vans and promotional
vehicles)  and  equipment to support the  Company's  expansion  and  development
plans.  Although the Company has no current plans to incur any material  capital
expenditures,  management,  from  time to time,  considers  the  acquisition  of
capital equipment,  particularly  coolers,  merchandise  display racks, vans and
promotional   vehicles,   and  businesses  compatible  with  the  image  of  the
Hansen's(R)  brand as well as the introduction of new product lines. The Company
may require  additional  capital resources in the event of any such transaction,
depending upon the cash requirements relating thereto. Any such transaction will
also be subject to the terms and restrictions of HBC's credit facilities.

         Net cash used in  financing  activities  increased  to $302,000 for the
nine-months  ended September 30, 1998 as compared to $214,000 for the comparable
period in 1997.  The  increase  in net cash  used in  financing  activities  was
attributable to the fact that during the  nine-months  ended September 30, 1998,
principal  payments of $378,000  were made in  reduction  of HBC's term loan and
$76,000 was  received by the Company  from the  issuance of its common  stock as
compared to principal payments of $51,000 and $177,000 made on the term loan and
revolving line of credit, respectively, during the comparable period in 1997. As
of September 30, 1998, $3,551,000 was outstanding under the term loan.



                                       15

<PAGE>

         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 has not borrowed any amounts under its  revolving  line of
credit during 1998.  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.

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  telephone  system  still  require  remediation.  The  Company  currently
estimates that it will complete the required remediation,  including testing, of
all of its IT and NIT  systems,  by the end of the first half of 1999.  To-date,
the  expenses  incurred by the  Company in order to become Year 2000  compliant,
including  computer  software  costs,  have been  approximately  $60,000 and the
current  estimated cost to complete  remediation is expected to be approximately
$30,000.  Such costs,  other than  software,  have been and will  continue to be
expensed as incurred.  Remediation and testing activities are well underway with
approximately 75% of the Company's systems already compliant. This percentage is
expected to increase to approximately  85% by year-end and to be fully compliant
by the end of the second quarter of 1999.



                                       16

<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 the aforementioned
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
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.


                                       17

<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 to
     maintain 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;
     - The Company's ability to penetrate new markets;


                                       18

<PAGE>

     - 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.



                                       19

<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:   November 13, 1998                              /s/
                                                       Rodney C. Sacks
                                                       Chairman of the Board and
                                                       Chief Executive Officer



Date:   November 13, 1998                              /s/
                                                       Hilton H. Schlosberg
                                                     Vice Chairman of the Board,
                                             President, Chief Operating Officer,
                                           Chief Financial Officer and Secretary



                                       20





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  BALANCE SHEETS AND CONSOLIDATED  STATEMENTS OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q FOR THE  YEAR-TO-DATE  AND IS QUALIFIED
IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                        0000865752                   
<NAME>                      HANSEN NATURAL CORPORATION
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS 
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JUL-01-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                           4,284,121
<SECURITIES>                                             0
<RECEIVABLES>                                    4,752,110
<ALLOWANCES>                                     2,248,238
<INVENTORY>                                      4,207,624
<CURRENT-ASSETS>                                11,521,803
<PP&E>                                           1,397,532  
<DEPRECIATION>                                     788,993
<TOTAL-ASSETS>                                  22,434,419
<CURRENT-LIABILITIES>                            7,546,465
<BONDS>                                                  0
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0   
<COMMON>                                            49,545
<OTHER-SE>                                      12,881,023
<TOTAL-LIABILITY-AND-EQUITY>                    22,434,119
<SALES>                                         41,804,753
<TOTAL-REVENUES>                                41,804,753
<CGS>                                           21,326,455
<TOTAL-COSTS>                                   21,326,455
<OTHER-EXPENSES>                                15,818,623
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 262,297
<INCOME-PRETAX>                                  4,397,378
<INCOME-TAX>                                     1,544,123
<INCOME-CONTINUING>                              2,853,255
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     2,853,255
<EPS-PRIMARY>                                          .31
<EPS-DILUTED>                                          .28
        


</TABLE>