SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

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


For the Quarterly Period Ended June 30, 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 July 24, 2001



<PAGE>




                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                  June 30, 2001

                                      INDEX



                                                                        Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 2001
                     and December 31, 2000                                  3

                  Consolidated Statements of Income for the
                     three and six-months ended June 30, 2001 and 2000      4

                  Consolidated Statements of Cash Flows for the
                     six-months ended June 30, 2001 and 2000                5

                  Notes to Consolidated Financial Statements for the
                     six-months ended June 30, 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                                           14


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

                  Signatures                                               14




<PAGE>


HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 (Unaudited) AND DECEMBER 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>                     <C>
                                                                                          June 30,              December 31,
                                                                                            2001                    2000
                                                                                         (Unaudited)
                                                   ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                            $         403,736       $        130,665
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $706,239
    in 2001 and $486,462 in 2000 and promotional allowances
    of $3,434,003 in 2001 and $2,583,088 in 2000)                                            7,690,997              6,584,486
Inventories, net                                                                             9,949,442             10,907,895
Prepaid expenses and other current assets                                                      805,275                823,387
Deferred income tax asset                                                                      881,618                881,618
                                                                                     ------------------      -----------------
    Total current assets                                                                    19,731,068             19,328,051

PROPERTY AND EQUIPMENT, net                                                                  1,935,309              1,863,044

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $3,615,559 in 2001 and $3,366,358 in 2000)                                           17,683,792             16,887,914
Deposits and other assets                                                                      742,578                665,731
                                                                                     ------------------      -----------------
    Total intangible and other assets                                                       18,426,370             17,553,645
                                                                                     ------------------      -----------------
                                                                                     $      40,092,747       $     38,744,740
                                                                                     ==================      =================

                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                     $       6,446,065       $      3,681,956
Accrued liabilities                                                                            893,096                607,443
Accrued compensation                                                                           176,369                281,629
Current portion of long-term debt                                                              388,493                234,655
Income taxes payable                                                                           337,513                878,266
                                                                                     ------------------      -----------------
    Total current liabilities                                                                8,241,536              5,683,949

LONG-TERM DEBT, less current portion                                                         7,060,782              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                                                                           12,583,851             11,150,878
Common stock in treasury; at cost - 206,761 shares
    in 2001 and 2000 respectively                                                             (814,545)              (814,545)
                                                                                     ------------------      -----------------
    Total shareholders' equity                                                              23,516,290             22,054,696
                                                                                     ------------------      -----------------
                                                                                     $      40,092,747       $     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 AND SIX-MONTHS ENDED JUNE 30, 2001 AND 2000 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                    <C>                 <C>                 <C>                 <C>
                                                               Three Months Ended                        Six Months Ended
                                                                    June 30,                                 June 30,
                                                       ------------------------------------    -------------------------------------
                                                              2001               2000                2001                 2000
                                                       -----------------   ----------------    ----------------    -----------------

NET SALES                                              $     25,715,071    $    22,666,775     $    44,483,867     $     38,644,777

COST OF SALES                                                14,038,278         11,974,847          24,556,749           20,748,889
                                                       -----------------   ----------------    ----------------    -----------------

GROSS PROFIT                                                 11,676,793         10,691,928          19,927,118           17,895,888

OPERATING EXPENSES:
Selling, general and administrative                           9,575,503          7,793,226          16,958,509           13,746,638
Amortization of trademark license and trademarks                125,969             82,638             249,201              165,297
                                                       -----------------   ----------------    ----------------    -----------------

         Total operating expenses                             9,701,472          7,875,864          17,207,710           13,911,935
                                                       -----------------   ----------------    ----------------    -----------------

OPERATING INCOME                                              1,975,321          2,816,064           2,719,408            3,983,953

NONOPERATING EXPENSE (INCOME)
Interest and financing expense                                  135,347             63,891             338,303               92,186
Interest income                                                  (5,898)            (1,306)             (7,182)              (8,550)
                                                       -----------------   ----------------    ----------------    -----------------
         Net nonoperating expense                               129,449             62,585             331,121               83,636

INCOME BEFORE PROVISION
         FOR INCOME TAXES                                     1,845,872          2,753,479           2,388,287            3,900,317

PROVISION FOR INCOME TAXES                                      738,347          1,101,392             955,314            1,560,127
                                                       -----------------   ----------------    ----------------    -----------------


NET INCOME                                             $      1,107,525    $     1,652,087     $     1,432,973     $      2,340,190
                                                       =================   ================   =================    =================


NET INCOME PER COMMON SHARE:
         Basic                                         $           0.11    $          0.17     $          0.14     $           0.23
                                                       =================   ================    ================    =================
         Diluted                                       $           0.11    $          0.16     $          0.14     $           0.22
                                                       =================   ================    ================    =================


NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
         Basic                                               10,045,003          9,941,601          10,027,479            9,970,129
                                                       =================   ================    ================    =================
         Diluted                                             10,292,316         10,367,602          10,298,630           10,426,526
                                                       =================   ================    ================    =================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4


<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                          <C>                   <C>
                                                                                                     2001                 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                                   $       1,432,973     $      2,340,190
Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
       Amortization of trademark license and trademarks                                                249,201              160,621
       Depreciation and other amortization                                                             207,136              115,656
       Gain on disposal of fixed assets                                                                (11,410)
       Effect on cash of changes in operating assets and liabilities:
         Accounts receivable                                                                        (1,106,511)          (3,441,644)
         Inventories                                                                                   958,453              895,526
         Prepaid expenses and other current assets                                                      18,112             (422,229)
         Accounts payable                                                                            2,764,109             (732,801)
         Accrued liabilities                                                                            88,976              448,378
         Accrued compensation                                                                         (105,260)            (330,656)
         Income taxes payable                                                                         (540,753)            (125,769)
                                                                                             ------------------    -----------------
           Net cash provided by (used in) operating activities                                       3,955,026           (1,092,728)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                                    (290,743)            (736,138)
Proceeds from sale of fixed assets                                                                      22,752
Increase in trademark license and trademarks                                                           (98,402)               5,232
Increase in deposits and other assets                                                                  (76,847)            (223,728)
                                                                                             ------------------    -----------------
           Net cash used in investing activities                                                    (  443,240)            (954,634)

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings                                                                                           524,991
Principal payments on long-term debt                                                                (3,267,336)            (353,085)
Increase in long-term debt                                                                                                  488,408
Issuance of common stock                                                                                28,621              230,000
Purchases of common stock, held in treasury                                                                                (730,498)
                                                                                             ------------------    -----------------
           Net cash (used in) provided by financing activities                                      (3,238,715)             159,816

                                                                                             ------------------    -----------------
NET INCREASE (DECREASE) IN CASH                                                                        273,071           (1,887,546)
CASH AND CASH EQUIVALENTS, beginning of the period                                                     130,665            2,009,155
                                                                                             ------------------    -----------------
CASH AND CASH EQUIVALENTS, end of the period                                                 $         403,736     $        121,609
                                                                                             ==================    =================
                                                                                           

SUPPLEMENTAL INFORMATION Cash paid during the period for:
       Interest                                                                              $         373,557     $         87,286
                                                                                             ==================    =================
       Income taxes                                                                          $       1,496,067     $      1,335,896
                                                                                             ==================    =================
</TABLE>


NONCASH TRANSACTIONS:
        During the six month period ended June 30, 2001, the Company assumed 
           long-term debt of $750,000 and accrued liabilities of $196,677 in
           connection with the acquisition of the Junior Juice trademark.       

        During the six month period ended June 30, 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 six month period ended June 30, 2000, the Company issued
           15,127 shares of common stock to employees in connection with a net
           exercise of options to purchase 21,760 shares of common stock.

          See accompanying notes to consolidated financial statements.

                                       5


<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTHS
ENDED JUNE 30, 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.  and Hansen Junior Juice Company.    The
         information  set  forth  in   these  interim   consolidated   financial
         statements for the six months ended June 30, 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.

         New Accounting Pronouncements - In April, 2001, the Emerging Issues
         Task Force ("EITF")  reached a consensus on Issue 00-25 ("EITF 00-25"),
         "Vendor Income Statement  Characterization  of Consideration  Paid to a
         Reseller of the Vendors' Products."  EITF 00-25  addresses  the  income
         statement classification of consideration  from a vendor to a  reseller
         or another party that purchases the  vendors' products.   The consensus
         requires  certain  sales promotions and customer  allowances  currently
         classified  as  selling, general  and  administrative  expenses  to  be
         classified  as  a  reduction  of net sales.    The Company is currently
         evaluating the impact of EITF 00-25 on its financial statements.

         2.       INVENTORIES

         Inventories consist of the following at:

                                             June 30,
                                               2001               December 31,
                                           (Unaudited)                2000
                                       ------------------      -----------------
         Raw materials                    $  5,191,710            $ 4,704,363
         Finished goods                      4,951,214              6,371,941
                                       ------------------      -----------------
                                            10,142,924             11,076,304
         Less inventory reserves              (193,482)              (168,409)
                                       ------------------      -----------------
                                          $  9,949,442            $10,907,895
                                       ==================      =================

                                       6


<PAGE>



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

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

General

     The increase in net sales during the second  quarter of 2001 was  primarily
attributable  to sales of Blue Sky Natural  Sodas,  which  business was acquired
during the third quarter of 2000, an increase in sales of natural  sodas,  apple
juice, juice blends and smoothies in cans and sales of Junior Juice 100% juices,
which  business was acquired in May 2001.  The Company also benefited from sales
of its new Medicine Man line which was launched during the current quarter.  The
increase in net sales was partially  offset by decreased  sales of the smoothies
in glass and polyethylene  terephthalate  ("P.E.T.")  bottles,  Signature Sodas,
teas,  lemonades  and juice  cocktails  and  Healthy  Start in glass and  P.E.T.
bottles.

     During the three months  ended June 30, 2001,  gross profit as a percentage
of net sales increased to 45.4% from 44.0% during the first quarter of 2001. For
the six months  ended June 30, 2001,  gross profit as a percentage  of net sales
decreased to 44.8% from 46.3%  during the six months  ended June 30,  2000.  The
changes  in gross  profit as a  percentage  of net sales  are  primarily  due to
changes in the Company's 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 June 30, 2001 Compared to the
Three-months Ended June 30, 2000

     Net Sales. For the  three-months  ended June 30, 2001, net sales were $25.7
million,  an increase of $3.0 million or 13.4% higher than the $22.7 million net
sales for the three-months ended June 30, 2000. The increase in net sales during
the  second  quarter  of 2001 was  primarily  attributable  to sales of Blue Sky
Natural Sodas,  which business was acquired during the third quarter of 2000, an
increase in sales of natural sodas,  apple juice,  juice blends and smoothies in
cans and sales of Junior Juice 100% juices,  which  business was acquired in May
2001.  The Company also  benefited from sales of its new Medicine Man line which
was launched during the current quarter. The increase in net sales was partially
offset  by  decreased   sales  of  the  smoothies  in  glass  and   polyethylene
terephthalate  ("P.E.T.")  bottles,  Signature Sodas, teas,  lemonades and juice
cocktails and sales of Healthy Start in glass and P.E.T. bottles.

     Gross  Profit.  Gross profit was $11.7 million for the  three-months  ended
June 30, 2001,  an increase of $1.0 million or 9.2% higher than the gross profit
for the  three-months  ended June 30, 2000 of $10.7  million.  Gross profit as a
percentage of net sales,  decreased to 45.4% for the three-months ended June 30,
2001 from 47.2% for the  three-months  ended June 30,  2000 but  increased  from
44.0% for the quarter  ended March 31,  2001.  The  increase in gross profit was
primarily attributable to an increase in net sales whereas 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 $9.7 million for
the  three-months  ended June 30,  2001,  an increase  of $1.8  million or 23.2%
higher than total operating  expenses of $7.9 million for the three-months ended
June 30, 2000.  Total operating  expenses as a percentage of net sales increased
to  37.7%  for  the  three-months  ended  June  30,  2001  from  34.7%  for  the
three-months  ended June 30, 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 $9.6  million for the
three-months  ended June 30,  2001,  an increase of $1.8 million or 22.9% higher
than  selling,  general  and  administrative  expenses  of $7.8  million for the
three-months ended June 30, 2000. The increase in selling expenses was primarily
attributable  to  increased  promotional  allowances  granted to  customers  and
increased  expenditures  for slotting fees. The increase in selling expenses was
partially  offset by  decreases in  expenditures  for  merchandise  displays and
point-of-sale materials. The increase in general and administrative expenses was
primarily  attributable  to  increased  legal,  insurance,  travel  and  payroll
expenses primarily for sales and  administrative  activities and other operating
expenses.

     Amortization expense was $126,000 for the three-months ended June 30, 2001,
an increase of $43,000 over amortization expense of $83,000 for the three months
ended  June  30,  2000.  The  increase  in  amortization  expense  is  primarily
attributable  to the  acquisition of the Blue Sky trademark in the third quarter
of 2000.

     Operating  Income.  Operating  income was $2.0 million for the three-months
ended June 30, 2001, a decrease of $841,000 or 29.9% lower than operating income
of $2.8 million for the three-months ended June 30, 2000.  Operating income as a
percentage of net sales  decreased to 7.7% for the  three-months  ended June 30,
2001 from  12.4% for the  three-months  ended June 30,  2000.  The  decrease  in
operating  income was  attributable  to a $1.8  million  increase  in  operating
expenses which was partially  offset by a $1.0 million increase in gross profit.
The 4.7% decrease in operating income as a percentage of net sales was partially
attributable  to a 1.8% decrease in gross profit as a percentage of net sales, a
2.8%  increase in  operating  expenses as a  percentage  of net sales and a 0.1%
increase in amortization of trademark license and trademarks.

     Net Nonoperating  Expense.  Net  nonoperating  expense was $129,000 for the
three-months  ended June 30, 2001, an increase of $67,000 over net non-operating
expense of $62,000 for the three-months ended June 30, 2000. The increase in 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 Natural Soda business and the
financing of motor vehicles and equipment acquired by the Company.

     Provision for Income Taxes. Provision for income taxes for the three-months
ended June 30, 2001 was  $738,000 as compared to  provision  for income taxes of
$1.1  million  for the  comparable  period in 2000.  The  $363,000  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 $1.1 million for the three-months ended June 30,
2001,  a decrease of $545,000 or 33.0% lower than net income of $1.7 million for
the  three-months   ended  June  30,  2000.  The  decrease  in  net  income  was
attributable  to the  increase in  operating  expenses  of $1.8  million and the
increase in  nonoperating  expense of $67,000 which was partially  offset by the
increase in gross  profit of $1.0  million and the  decrease  in  provision  for
income taxes of $363,000.

                                       8


<PAGE>
Results of Operations For The Six-months Ended June 30, 2001 Compared to the
Six-months Ended June 30, 2000

     Net  Sales.  For the  six-months  ended  June  30,  2001,  net  sales  were
approximately $44.5 million, an increase of $5.9 million or 15.1% over the $38.6
million net sales for the  six-months  ended June 30, 2000.  The increase in net
sales was  primarily  attributable  to sales of Blue Sky  Natural  Sodas,  which
business was acquired  during the third quarter of 2000, an increase in sales of
natural sodas, apple juice and functional drinks,  sales of Hard e, an alcoholic
beverage  launched in the third quarter of 2000,  and sales of Junior Juice 100%
juices, which business was acquired in May 2001. The Company also benefited from
modest  increases  in sales of juice  blends and  smoothies in cans and sales of
natural  bars which were  introduced  in 2000 and sales of its new  Medicine Man
line, which was launched during the current  quarter.  The increase in net sales
was  partially  offset by  decreased  sales of  smoothies  in glass  and  P.E.T.
bottles,  children's multi-vitamin juice drinks in aseptic packaging,  Signature
Sodas, teas, lemonades and juice cocktails and Healthy Start in glass and P.E.T.
bottles.

     Gross Profit.  Gross profit was $19.9 million for the six-months ended June
30,  2001,  an increase of $2.0  million or 11.4% over the $17.9  million  gross
profit for the six-months  ended June 30, 2000.  Gross profit as a percentage of
net sales  decreased to 44.8% for the six-months  ended June 30, 2001 from 46.3%
for the  six-months  ended  June 30,  2000.  The  increase  in gross  profit was
primarily attributable to increased net sales. The decrease in gross profit as a
percentage of net sales was primarily  attributable to lower margins achieved as
a result of a change in the Company's product mix.

     Total Operating  Expenses.  Total operating expenses were $17.2 million for
the  six-months  ended June 30, 2001,  an increase of $3.3 million or 23.7% over
total  operating  expenses of $13.9  million for the  six-months  ended June 30,
2000.  Total operating  expenses as a percentage of net sales increased to 38.7%
for the six-months  ended June 30, 2001 from 36.0% for the six-months ended June
30, 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.

     Selling,  general and  administrative  expenses  were $17.0 million for the
six-months  ended  June 30,  2001,  an  increase  of $3.2  million or 23.4% over
selling, general and administrative expenses of $13.7 million for the six-months
ended  June  30,  2000.  Selling,  general  and  administrative  expenses  as  a
percentage  of net sales  increased to 38.1% for the  six-months  ended June 30,
2001 as compared to 35.6% for the  six-months  ended June 30, 2000. The increase
in  selling  expenses  was  primarily   attributable  to  increased  promotional
allowances  granted to customers,  increased  expenditures for slotting fees and
increased  expenditures  for  in-store  demonstrations.  The increase in selling
expenses was partially offset by a decrease in advertising and coupon promotions
and decreased expenditures for point of sale items and merchandise displays. The
increase in general and  administrative  expenses was primarily  attributable to
increased payroll expenses primarily for sales, sales support and administrative
activities and other operating expenses.

                                       9


<PAGE>
     Amortization  expense was $249,000 for the six-months  ended June 30, 2001,
an increase of $84,000 over amortization  expense of $165,000 for the six-months
ended  June  30,  2000.  The  increase  in  amortization  expense  is  primarily
attributable  to the  acquisition of the Blue Sky trademark in the third quarter
of 2000.

     Operating  Income.  Operating  income was $2.7  million for the  six-months
ended June 30, 2001,  a decrease of $1.3  million or 31.7% lower than  operating
income of $4.0 million for the six-months ended June 30, 2000.  Operating income
as a percentage of net sales decreased to 6.1% for the six-months ended June 30,
2001 from 10.3% in the  comparable  period in 2000.  The  decrease in  operating
income was  primarily  attributable  to the  increase  in  selling,  general and
administrative  expense of $3.2 million which was  partially  offset by the $2.0
million  increase  in gross  profit.  The  decrease  in  operating  income  as a
percentage  of net sales was  primarily  attributable  to the reduction in gross
profit as a percentage of net sales as well as the increase in selling,  general
and  administrative  expenses as a  percentage  of net sales for the  six-months
ended June 30, 2001.

     Net Nonoperating  Expense.  Net  nonoperating  expense was $331,000 for the
six-months  ended June 30, 2001, an increase of $247,000  from net  nonoperating
expense of $84,000 for the  six-months  ended June 30, 2000. The increase in net
nonoperating  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 Natural Soda  business in the
third quarter of 2000 and the financing of motor vehicles and equipment acquired
by the Company.

     Provision for Income Taxes. Provision for income taxes was $955,000 for the
six months ended June 30, 2001, a decrease of $605,000  from the  provision  for
income taxes of $1.6 million for the  comparable  period in 2000.  The effective
tax rate for the six-months  ended June 30, 2001 was 40.0% which was the same as
in 2000.  The decrease in provision  for income  taxes was  attributable  to the
decrease in income before provision for income taxes.

     Net Income.  Net income was $1.4 million for the six-months  ended June 30,
2001  compared to net income of $2.3 million for the  six-months  ended June 30,
2000.  The  $907,000  decrease  in net income is  attributable  to a decrease in
operating  income of $1.3 million and an increase in net interest and  financing
expenses  of  $247,000  which was  partially  offset by a $605,000  decrease  in
provision for income taxes.

Liquidity and Capital Resources

     As of June 30, 2001, the Company had working  capital of $11.5 million,  as
compared  to working  capital of $13.6  million as of  December  31,  2000.  The
decrease in working  capital is primarily  attributable  to the repayment by the
Company of a portion of the  Company's  long-term  debt and the  acquisition  of
trademarks and property and equipment  which 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.

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<PAGE>
     Net  cash  provided  by  operating  activities  was  $4.0  million  for the
six-months  ended  June  30,  2001 as  compared  to net cash  used in  operating
activities of $1.1 million in the comparable  period in 2000. For the six-months
ended June 30, 2001, cash provided by operating  activities was  attributable to
net income plus amortization of trademark  license and trademarks,  depreciation
and other  amortization,  as well as increases  in accounts  payable and accrued
liabilities  and a decrease in  inventories.  For the six-months  ended June 30,
2001,  cash used in  operating  activities  was  attributable  to an increase in
accounts   receivable   and  decreases  in  income  taxes  payable  and  accrued
compensation.

     Net  cash  used in  investing  activities  decreased  to  $443,000  for the
six-months  ended  June  30,  2001 as  compared  to net cash  used in  investing
activities of $1.0 million for the  comparable  period in 2000.  The decrease in
cash used in  investing  activities  was  primarily  attributable  to  decreased
purchases of property and equipment and decreased  expenditures for deposits and
other assets as well as proceeds received from the disposal of fixed assets. The
decrease was partially  offset by increased  expenditures  for  acquisitions  of
trademark license and trademarks.  Management,  from time to time, considers the
acquisition  of capital  equipment,  particularly  manufacturing  equipment  and
coolers,   merchandise  display  racks,  vans  and  promotional  vehicles,   and
businesses  compatible with the image of the  Hansen's(R)  brand, as well as the
development  and  introduction  of new  product  lines.  The Company may require
additional  capital  resources  for or as a  result  of any such  activities  or
transactions,  depending upon the cash requirements  relating thereto.  Any such
activities or transactions will also be subject to the terms and restrictions of
HBC's credit facilities.

     Net cash used in  financing  activities  increased  to $3.2 million for the
six-months  ended June 30, 2001 as compared  to net cash  provided by  financing
activities of $160,000 for the  comparable  period in 2000.  The increase in net
cash used in financing  activities  as compared to the prior year was  primarily
attributable to increased principal payments of long-term debt, the reduction of
short-term  borrowings and  borrowings on long-term debt and decreased  proceeds
from the issuance of common stock during 2001.  During the six-months ended June
30, 2000, the Company purchased common stock to be held in treasury,  whereas no
such purchases occurred in 2001.

     HBC's  revolving  line of credit was  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 June 30,
2001,  approximately  $5.9 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 June
30 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.

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<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 2001 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;

                                       12


<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.

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<PAGE>




 
                          PART II - OTHER INFORMATION



         Items 1 - 5.     Not Applicable


         Item 6.          Exhibits and Reports on Form 8-K

                          (a)      Exhibits - See Exhibit Index

                          (b)     Reports on Form 8-K - None







                                   SIGNATURES

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

                                    HANSEN NATURAL CORPORATION
                                    Registrant


Date:   August 13, 2001             /s/ RODNEY C. SACKS
                                    Rodney C. Sacks
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer
                                    (Principal Executive Officer)


Date:   August 13, 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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