<PAGE>

                           SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
              the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ /  Preliminary Proxy Statement
/ /  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
/X/  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to 240.14a - 11(c) or 240.14a - 12

                    Hansen Natural Corporation
-------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

-------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/  No fee required

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

     (1) Title of each class of securities to which transaction applies:
          ---------------------------------------------------------------------
     (2) Aggregate number of securities to which transaction applies:
          ---------------------------------------------------------------------
     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):
          ---------------------------------------------------------------------
     (4) Proposed maximum aggregrate value of transaction:
          ---------------------------------------------------------------------
     (5) Total fee paid:
          ---------------------------------------------------------------------

/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.
     (1)  Amount Previously Paid:
          ---------------------------------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:
          ---------------------------------------------------------------------
     (3)  Filing Party:
          ---------------------------------------------------------------------
     (4)  Date Filed:
          ---------------------------------------------------------------------



<PAGE>

                           HANSEN NATURAL CORPORATION
                         2380 Railroad Street, Suite 101
                          Corona, California 92880-5471


                         ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD SEPTEMBER 24, 1999


                                                                 August 24, 1999



Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Hansen
Natural  Corporation  to be held on Friday,  September 24, 1999 at 3:00 p.m., at
the Board Room, Suite 101, 2380 Railroad Street, Corona, California 92880-5471.

In addition to the specific matters to be voted on at the meeting, there will be
a report on the Company's  business and an opportunity  for  stockholders of the
Company  to ask  questions.  I hope that you will be able to join us. If you are
unable to attend, I strongly urge you to complete your enclosed proxy. Your vote
is very important.

                                                     Sincerely,

                                                     /s/ Rodney C. Sacks

                                                     Rodney C. Sacks
                                                     Chairman of the Board




<PAGE>


                           HANSEN NATURAL CORPORATION


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD SEPTEMBER 24, 1999


TO THE STOCKHOLDERS OF THE COMPANY:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Stockholders  of
Hansen Natural  Corporation  ("Hansen" or the "Company") will be held on Friday,
September  24, 1999 at 3:00 p.m.,  at the Board Room,  Suite 101,  2380 Railroad
Street, Corona, California 92880-5471, for the following purposes:

     1. To elect six  directors to hold office until the next annual  meeting of
     stockholders of the Company.

     2. To ratify the  appointment of Deloitte & Touche as independent  auditors
     of the Company for the year ending December 31, 1999.

     3. To approve and adopt an amendment to the Company's Stock Option Plan.

     4. To transact such other  business as may properly come before the meeting
     or any adjournment thereof.

         The foregoing  items of business are more fully  described in the Proxy
Statement accompanying this Notice.

          Only stockholders of the Company of record at the close of business on
     July 28, 1999 are  entitled to notice of and to vote at the meeting and any
     adjournment thereof.

         All  stockholders  of the Company are  cordially  invited to attend the
meeting in person.  However, to assure your  representation at the meeting,  you
are urged to mark,  sign, date and return the enclosed proxy card as promptly as
possible in the  postage-prepaid  envelope  enclosed for that  purpose.  You may
revoke  your voted  proxy at any time prior to the  meeting or vote in person if
you attend the meeting.

         A copy of the Company's Annual Report to Stockholders of the Company is
enclosed.

                                                     Sincerely,

                                                     /s/ Rodney C. Sacks
                                                     Rodney C. Sacks
                                                     Chairman of the Board

Corona, California
A
ugust 24, 1999

     IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED
     TO  COMPLETE  AND  PROMPTLY  RETURN  THE  ENCLOSED  PROXY  IN THE  ENVELOPE
     PROVIDED.



<PAGE>


                                                               
                           HANSEN NATURAL CORPORATION

               PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

         The enclosed Proxy is solicited on behalf of Hansen Natural Corporation
("Hansen" or the "Company") for use at the Annual Meeting of Stockholders of the
Company to be held Friday, September 24, 1999 at 3:00 p.m. local time, or at any
adjournment  thereof,  for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Stockholders  of the Company.  The Annual Meeting of
Stockholders  of the  Company  will be held at the Board Room,  Suite 101,  2380
Railroad Street, Corona, California 92880-5471.

         These proxy solicitation  materials are being mailed on or about August
24, 1999,  together with the Company's 1998 Annual Report to Stockholders of the
Company, to all stockholders of the Company entitled to vote at the meeting.

Record Date and Principal Stockholders

         Holders of record of Common  Stock at the close of business on July 28,
1999 are  entitled to notice of and to vote at the  meeting.  There are no other
outstanding  voting  securities  of the Company.  At the record date,  9,970,845
shares of the Company's common stock were issued and outstanding.  The following
table sets forth,  as of the most recent  practical date (July 28, 1999),  those
persons known to the Company to be the beneficial  owners of more than 5% of the
Company's common stock:

         Name and Address                   Amount and Nature of       Percent
         of Beneficial Owner                Beneficial Ownership       of Class

         Brandon Limited Partnership No.1(1)     680,899                   6.8%

         Brandon Limited Partnership No.2(2)   2,831,667                  28.4%

         Rodney C. Sacks(3)                    3,947,066(4)               39.4%

         Hilton H. Schlosberg(5)               3,906,163(6)               39.0%





(1)  The mailing address of Brandon  Limited  Partnership No. 1 ("Brandon
     No. 1") is P.O. Box 30749,  Seven Mile Beach,  Grand  Cayman,  British West
     Indies.  The  general  partners  of  Brandon  No. 1 are Rodney C. Sacks and
     Hilton H. Schlosberg.

                                       1

<PAGE>

(2)  The mailing address of Brandon  Limited  Partnership No. 2 ("Brandon
     No. 2") is P.O. Box 30749,  Seven Mile Beach,  Grand  Cayman,  British West
     Indies.  The  general  partners  of  Brandon  No. 2 are Rodney C. Sacks and
     Hilton H. Schlosberg.

(3)  The mailing address of Mr. Sacks is 2380 Railroad Street, Suite 101,
     Corona, California 92880-5471.

(4)  Includes  387,500 shares of the Company's common stock owned by Mr. Sacks;
     680,899 shares beneficially held by Brandon No. 1 because Mr. Sacks is one
     of Brandon No. 1's general  partners;  and 2,831,667  shares  beneficially
     held by Brandon No. 2 because Mr.  Sacks is one of Brandon No. 2's general
     partners. Also includes options to purchase 37,500 shares of the Company's
     common stock  exercisable  at $1.59 per share granted  pursuant to a Stock
     Option Agreement dated January 30, 1998; and options presently exercisable
     to purchase 9,500 shares of the Company's  common stock, out of options to
     purchase  a total of  100,000  shares,  exercisable  at $4.25  per  share,
     granted  pursuant  to a Stock  Option  Agreement  dated  February  2, 1999
     between the Company and Mr.
     Sacks.

     Mr. Sacks disclaims  beneficial ownership of all shares deemed beneficially
     owned by him hereunder  except (i) 387,500  shares of the Company's  common
     stock, (ii) the 137,500 shares presently  issuable under the Plan and (iii)
     his  proportionate  interest  as a  shareholder  in  the  following  shares
     beneficially owned by Hazelwood  Investments  Limited, a company controlled
     by Mr. Sacks and his family  ("Hazelwood"):  (a) the 243,546 shares held by
     Brandon No. 1 allocable  to  Hazelwood's  limited  partnership  interest in
     Brandon No. 1 and (b) the 250,000 shares held by Brandon No. 2 allocable to
     Hazelwood's limited partnership interest in Brandon No. 2.

(5)  The mailing address of Mr. Schlosberg is 2380 Railroad Street, Suite 101,
     Corona, California 92880-5471.

(6)  Includes  346,597  shares  of the  Company's  common  stock  owned  by Mr.
     Schlosberg;  680,899 shares beneficially held by Brandon No. 1 because Mr.
     Schlosberg  is one of Brandon  No. 1's  general  partners;  and  2,831,667
     shares beneficially held by Brandon No. 2 because Mr. Schlosberg is one of
     Brandon No. 2's general partners. Also includes options to purchase 37,500
     shares  of the  Company's  common  stock  exercisable  at $1.59  per share
     granted  pursuant  to a Stock  Option  Agreement  dated  January  30, 1998
     between the Company and Mr. Schlosberg;  and options presently exercisable
     to purchase 9,500 shares of the Company's  common stock, out of options to
     purchase  a total of  100,000  shares,  exercisable  at $4.25  per  share,
     granted  pursuant  to a Stock  Option  Agreement  dated  February  2, 1999
     between the Company and Mr. Schlosberg.

     Mr.  Schlosberg  disclaims  beneficial  ownership  of all shares  deemed
     beneficially  owned by him  hereunder  except  (i)  346,597  shares of the
     Company's common stock,  (ii) the 137,500 shares presently  issuable under
     the Plan and (iii) his  proportionate  interest  as a  shareholder  in the
     following  shares  beneficially  owned by Brandon  Securities  Limited,  a
     company  controlled  by Mr.  Schlosberg  and his  family:  (a) the 247,911
     shares  held by Brandon No. 1 allocable  to Brandon  Securities  Limited's
     limited  partnership  interest in Brandon No 1 and (b) the 250,000  shares
     held by Brandon No. 2 allocable to Brandon  Securities  Limited's  limited
     partnership interest in Brandon No. 2.


Section 16(a) Reports

          Section 16(a) of the Exchange Act requires the Company's directors and
executive  officers,  and persons who own more than 10% of a registered class of
the Company's equity  securities,  to file by specific dates with the Securities
and Exchange Commission (the "SEC"), initial reports of ownership and reports of
changes in ownership of equity  securities of the Company,  Officers,  directors
and greater than 10%  stockholders of the Company are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms that they file.

          To the Company's  knowledge,  based solely on review of copies of such
reports  furnished to the Company during the two fiscal years ended December 31,
1998,  all  Section  16(a)  filing  requirements  applicable  to  the  Company's
officers,  directors  and greater  than 10%  stockholders  of the  Company  were
complied with.



                                       2

<PAGE>


Revocability of Proxies

   Any proxy given  pursuant to this  solicitation  may be revoked by the person
giving it at any time  before  its use by  delivering  to the  Company a written
notice of revocation or duly executed proxy bearing a later date or by attending
the meeting and voting in person.

Voting and Solicitation

   In accordance with the Company's  by-laws,  directors shall be elected by the
affirmative  vote of a plurality  of the votes cast in person or by proxy by the
holders of shares  entitled  to vote in the  election  at the Annual  Meeting of
Stockholders of the Company,  and the adoption of the amendment to the Company's
Stock  Option  Plan (the  "Plan") and the  ratification  of Deloitte & Touche as
independent  auditors  shall be by the  affirmative  vote of the majority of the
shares  voting on the  proposal  in person or by proxy at the Annual  Meeting of
Stockholders of the Company, in each case,  provided a quorum is present.  Thus,
abstentions  and broker  non-votes  will not be included in vote totals and will
have no effect on the outcome of the vote. No  stockholder  shall be entitled to
cumulate votes.

   The cost of soliciting proxies will be borne by the Company.  The Company may
reimburse  brokerage firms and other persons  representing  beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners.  Proxies may also be  solicited by certain of the  Company's  directors,
officers and regular employees,  without additional compensation,  personally or
by telephone, telegram or letter.

Deadline for Receipt of Stockholder Proposals

   It is presently  intended that next year's Annual Meeting of  Stockholders of
the Company will be held in June of 2000. Accordingly, proposals of stockholders
of the Company  which are intended to be presented by such  stockholders  of the
Company at next year's Annual  Meeting of  Stockholders  must be received by the
Company by no later than  February 28, 2000 in order that they may be considered
for inclusion in the proxy statement and form of proxy relating to that meeting.




                                       3

<PAGE>





                                  PROPOSAL ONE
                              ELECTION OF DIRECTORS

Nominees

   A Board of six  directors is to be elected at the meeting.  Unless  otherwise
instructed,  the proxy  holders  will vote the proxies  received by them for the
Company's six nominees named below,  all of whom are presently  directors of the
Company.  In the event that any  nominee of the Company is unable or declines to
serve as a director  at the time of the  Annual  Meeting  of  Stockholders,  the
proxies  will be voted for any  nominee who shall be  designated  by the present
Board of directors of the Company to fill the vacancy.  The Company is not aware
of any  nominee who will be unable or will  decline to serve as a director.  The
term of office of each person elected as a director will continue until the next
Annual  Meeting  of  Stockholders  or until a  successor  has been  elected  and
qualified.

   The names of the nominees,  and certain information about them, are set forth
below.
   Name of Nominee                          Age               Director Since

   Rodney C. Sacks...........................49                   1990
   Hilton H. Schlosberg......................46                   1990
   Benjamin M. Polk..........................48                   1990
   Norman C. Epstein.........................58                   1992
   Harold C. Taber, Jr.......................60                   1992
   Mark S. Vidergauz.........................46                   1998

   Set forth below is a description of each nominee's  principal  occupation and
business background during the past five years.

   Rodney C. Sacks has been Chairman,  Chief  Executive  Officer and director of
the Company from November 1990 to the present. Member of the Executive Committee
of the Board of  Directors of the Company  since  October  1992.  Chairman and a
director of Hansen Beverage Company ("HBC") from June 1992 to the present. Chief
Financial Officer of the Company from November 1990 to July 1996.

   Hilton H.  Schlosberg  has been Vice  Chairman,  President,  Chief  Operating
Officer,  Secretary,  and a director of the Company  from  November  1990 to the
present.  Chief Financial  Officer of the Company since July 1996. Member of the
Executive Committee of the Board of Directors of the Company since October 1992.
Member of the Audit  Committee of the Board of  Directors  of the Company  since
September  1997.  Vice  Chairman  and a  director  of HBC from  July 1992 to the
present. Director and/or Deputy Chairman of AAF Industries PLC, a United Kingdom
publicly quoted industrial group, from June 1990 until April 1995.

                                       4

<PAGE>

   Benjamin M. Polk has been a director of the Company from November 1990 to the
present.  Assistant  Secretary  of HBC since  October 1992 and a director of HBC
since July 1992.  Member of the Audit Committee of the Board of Directors of the
Company since September 1997. Member of the Compensation  Committee of the Board
of Directors of the Company from April 1991 until September  1997.  Partner with
Whitman  Breed  Abbott & Morgan  LLP (New  York,  New York)  where Mr.  Polk has
practiced law with that firm and its predecessor,  Whitman & Ransom, from August
1976 to the present.

   Norman C.  Epstein  has been a  director  of the  Company  and  member of the
Compensation Committee of the Board of Directors of the Company since June 1992.
Member and  Chairman of the Audit  Committee  of the Board of  Directors  of the
Company  since  September  1997.  Director  of HBC since July 1992.  Director of
Integrated  Asset  Management  Limited,  a company  listed on the  London  Stock
Exchange since June 1998.  Managing Director of Cheval  Acceptances,  a mortgage
finance  company  based in London,  England.  Partner  with Moore  Stephens,  an
international  accounting  firm,  from 1974 to  December  1996  (senior  partner
beginning 1989 and the managing  partner of Moore  Stephens,  New York from 1993
until 1995).

   Harold C.  Taber,  Jr. has been a director  of the  Company  since July 1992.
Consultant  to the Company from July 1, 1997 to the present.  Consultant  to The
Joseph Company from September 1997 to the present. President and Chief Executive
Officer and a director of HBC from July 1992 to June 1997. On June 30, 1997, Mr.
Taber  resigned  from his  employment  as well as director,  President and Chief
Executive  Officer of HBC. In  addition,  effective  June 30,  1997,  Mr.  Taber
resigned as a member of the Executive Committee on which he served since October
1992.

   Mark S.  Vidergauz  has been a  director  of the  Company  and  member of the
Compensation Committee of the Board of Directors of the Company since June 1998.
Managing  director and head of the Los Angeles  office of ING Baring Furman Selz
LLC,  a  diversified   financial  services  institution   headquartered  in  the
Netherlands.  Prior to joining ING Baring  Furman  Selz LLC in April  1995,  Mr.
Vidergauz was a managing  director at Wedbush Morgan  Securities,  an investment
banking firm in Los Angeles,  from 1991 to 1995. Prior to joining  Wedbush,  Mr.
Vidergauz  was a  corporate  finance  attorney  in the  Los  Angeles  office  of
O'Melveny & Meyers.



                                       5

<PAGE>


Security Ownership of Management

   The following table sets forth information as to the beneficial  ownership of
shares of Common Stock as at July 28, 1999 held by persons who are  directors of
the Company  naming them,  and as to directors  and officers of the Company as a
group, without naming them.

N
ame of                          Amount and Nature               Percent
Beneficial Owner                 of Beneficial Owner             of Class

Rodney C. Sacks                     3,947,066(1)                     39.4%

Hilton H. Schlosberg                3,906,163(2)                     39.0%

Harold C. Taber, Jr.                  106,419(3)                      1.1%

Benjamin M. Polk                       25,600(4)                        *%

Norman C. Epstein                      13,149(5)                        *%

Mark S. Vidergauz                       4,000(6)                        *%

Officers and Directors as a group (6 members:
4,489,831 shares or 45.5% in aggregate)(7)
-------------
*Less than 1%

 
    THE  BOARD  OF  DIRECTORS  URGES  STOCKHOLDERS  TO VOTE  "FOR"  EACH OF THE
NOMINEES FOR DIRECTOR SET FORTH ABOVE.



                                       6

<PAGE>


(1)  Includes  387,500 shares of the Company's  common stock owned by Mr. Sacks;
     680,899 shares  beneficially held by Brandon No. 1 because Mr. Sacks is one
     of Brandon No. 1's general partners; and 2,831,667 shares beneficially held
     by  Brandon  No. 2 because  Mr.  Sacks is one of Brandon  No.  2's  general
     partners.  Also includes options to purchase 37,500 shares of the Company's
     common stock  exercisable  at $1.59 per share  granted  pursuant to a Stock
     Option Agreement dated January 30, 1998; and options presently  exercisable
     to purchase 9,500 shares of the Company's  common stock,  out of options to
     purchase a total of 100,000 shares, exercisable at $4.25 per share, granted
     pursuant to a Stock  Option  Agreement  dated  February 2, 1999 between the
     Company and Mr. Sacks.

     Mr. Sacks disclaims  beneficial ownership of all shares deemed beneficially
     owned by him hereunder  except (i) 387,500  shares of the Company's  common
     stock, (ii) the 137,500 shares presently  issuable under the Plan and (iii)
     his  proportionate  interest  as a  shareholder  in  the  following  shares
     beneficially owned by Hazelwood  Investments  Limited, a company controlled
     by Mr. Sacks and his family  ("Hazelwood"):  (a) the 243,546 shares held by
     Brandon No. 1 allocable  to  Hazelwood's  limited  partnership  interest in
     Brandon No. 1 and (b) the 250,000 shares held by Brandon No. 2 allocable to
     Hazelwood's limited partnership interest in Brandon No. 2.

(2)  Includes  346,597  shares  of  the  Company's  common  stock  owned  by Mr.
     Schlosberg;  680,899 shares  beneficially held by Brandon No. 1 because Mr.
     Schlosberg is one of Brandon No. 1's general partners; and 2,831,667 shares
     beneficially held by Brandon No. 2 because Mr. Schlosberg is one of Brandon
     No. 2's general  partners.  Also includes options to purchase 37,500 shares
     of the  Company's  common  stock  exercisable  at $1.59 per  share  granted
     pursuant to a Stock  Option  Agreement  dated  January 30, 1998 between the
     Company and Mr. Schlosberg;  and options presently  exercisable to purchase
     9,500 shares of the Company's  common  stock,  out of options to purchase a
     total of 100,000 shares,  exercisable at $4.25 per share,  granted pursuant
     to a Stock Option  Agreement dated February 2, 1999 between the Company and
     Mr. Schlosberg.

     Mr.  Schlosberg   disclaims  beneficial  ownership  of  all  shares  deemed
     beneficially  owned by him  hereunder  except  (i)  346,597  shares  of the
     Company's common stock,  (ii) the 137,500 shares  presently  issuable under
     the Plan and (iii)  his  proportionate  interest  as a  shareholder  in the
     following  shares  beneficially  owned by  Brandon  Securities  Limited,  a
     company controlled by Mr. Schlosberg and his family: (a) the 247,911 shares
     held by Brandon No. 1 allocable  to Brandon  Securities  Limited's  limited
     partnership  interest  in Brandon No 1 and (b) the  250,000  shares held by
     Brandon No. 2 allocable to Brandon Securities Limited's limited partnership
     interest in Brandon No. 2.

(3)  Includes  71,137 shares of the  Company's  common stock owned by Mr. Taber;
     and 35,281.7 shares of the Company's common stock owned by the Taber Family
     Trust of which Mr. Taber and his wife are trustees.

(4)  Includes  13,600 shares of the Company's  common stock jointly owned by Mr.
     Polk and his wife.  Also includes  options to purchase 12,000 shares of the
     Company's common stock exercisable at $1.38 per share,  granted pursuant to
     a Stock  Option  Agreement  dated June 30, 1995 between the Company and Mr.
     Polk.

(5)  Includes 13,149 shares of the Company's common stock owned by Mr. Epstein.

(6)  Includes  options  presently  exercisable  to purchase  4,000 shares of the
     Company's  common  stock,  out of  options  to  purchase  a total of 12,000
     shares,  exercisable at $3.27 per share, granted pursuant to a Stock Option
     Agreement dated June 18, 1998 between the company and Mr. Vidergauz..

(7)  Shares are held indirectly to the extent indicated.

Change of Control

There are no arrangements known to the Company,  the operation of which may at a
subsequent date, result in a change of control of the Company.


                                       7

<PAGE>


                                  PROPOSAL TWO
               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of  Directors  of the  Company  has  selected  Deloitte & Touche,
independent  auditors,  to audit the financial statements of the Company for the
year  ending  December  31,  1999.  In the  event  of a  negative  vote  on such
ratification,  the  Board  of  Directors  of the  Company  will  reconsider  its
selection.

     Representatives  of  Deloitte  & Touche are  expected  to be present at the
meeting  with the  opportunity  to make a statement if they desire to do so, and
are  expected  to  be  available  to  respond  to  appropriate   questions  from
stockholders of the Company.

 
    THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.


                                 PROPOSAL THREE
                   AMENDMENT TO THE HANSEN NATURAL CORPORATION
                                STOCK OPTION PLAN

     The Board of  Directors of the Company  adopted a  resolution  to amend the
Plan to provide that the  aggregate  number of shares of common  stock  issuable
upon the  exercise of options  granted  under the Plan shall be  increased  from
2,000,000 shares to 3,000,000 shares, subject to approval by the stockholders of
the Company at the Annual Meeting of Stockholders. The amendment, if approved by
the  stockholders of the Company,  would be effective as of January 4, 1999, the
date such resolution was adopted by the Board of Directors of the Company.

     The purpose of increasing the number of shares that may be issued  pursuant
to options  granted under the Plan from  2,000,000  (approximately  20.1% of the
currently  issued  shares) to 3,000,000  (approximately  30.1% of the  currently
issued  shares) is to permit the grant of a greater  number of stock  options to
the employees of the Company.  Management of the Company believes that awards of
stock options are an essential ingredient of compensation for key employees.

     A copy of the resolution to be voted upon for adoption by the  stockholders
of the Company and the proposed  amendment to the Plan are set forth in Appendix
A to this proxy statement.

 
    THE BOARD OF DIRECTORS  RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO THE HANSEN NATURAL CORPORATION STOCK OPTION PLAN.

                                   MANAGEMENT

Board Meetings and Committees

     The Board of Directors  of the Company held two meetings  during the period
January 1, 1998 to  December  31,  1998.  Each of the then  incumbent  directors
attended  such  meetings,  other than Norman C. Epstein and Benjamin M. Polk who
did not attend one of the meetings, but was available telephonically, and Harold
C. Taber who did not attend the other meeting, but was available telephonically.



                                       8

<PAGE>

     In April  1991,  the  Board  of  Directors  of the  Company  established  a
Compensation  Committee  consisting of non-employee  directors to administer the
Company's Stock Option Plan ("the Plan"). The Compensation  Committee  presently
has two  members,  Norman C.  Epstein and Mark S.  Vidergauz.  The  Compensation
Committee  did not hold any  meetings  during the year ended  December 31, 1998.
Awards granted to date by the Committee have been authorized by written consent.

     In October  1992,  the Board of  Directors  of the Company  established  an
Executive  Committee  comprised  of Rodney C. Sacks,  Hilton H.  Schlosberg  and
Harold C. Taber,  Jr.  Following the  resignation of Mr. Taber in June 1997, the
Executive Committee  presently has two members.  The Executive Committee did not
hold any meetings during the year ended December 31, 1998. Decisions made by the
Executive  Committee  during the year ended December 31, 1998 were authorized by
written consent.

     On September 10, 1997, the Board of Directors of the Company established an
Audit  Committee   consisting  of  Hilton  H.  Schlosberg  and  two  independent
directors,  Norman  C.  Epstein  (Chairman)  and  Benjamin  M.  Polk.  The Audit
Committee did not hold any meetings during the year ended December 31, 1998.

Employment Agreements

     The Company  entered into an  employment  agreement  dated as of January 1,
1999,  with Rodney C. Sacks pursuant to which Mr. Sacks renders  services to the
Company as its Chairman and Chief Executive Officer for an annual base salary of
$180,000,  for the twelve-month period ending December 31, 1999, increasing by a
minimum of 8% for each  subsequent  twelve-month  period  during the  employment
period,  plus an annual bonus in an amount  determined at the  discretion of the
Board of Directors of the Company and certain  fringe  benefits.  The employment
period commenced on January 1, 1999 and ends on December 31, 2003.

     The Company also entered into an employment  agreement  dated as of January
1, 1999,  with Hilton H.  Schlosberg  pursuant to which Mr.  Schlosberg  renders
services  to the Company as its Vice  Chairman,  President  and Chief  Financial
Officer,  for an annual base salary of  $180,000,  for the  twelve-month  period
ending  December 31,  1999,  increasing  by a minimum of 8% for each  subsequent
twelve-month  period during the  employment  period,  plus an annual bonus in an
amount determined at the discretion of the Board of Directors of the Company and
certain fringe benefits.  The employment period commenced on January 1, 1999 and
ends on December 31, 2003.

     Effective  June 30, 1997,  Mr. Taber elected to retire and  terminated  his
employment  agreement  with HBC and  entered  into a  Severance  and  Consulting
Agreement  with the Company  and HBC (the  "Consulting  Agreement")  pursuant to
which, among other matters, HBC agreed to retain Mr. Taber as a consultant for a
period  of two years at a fixed  monthly  fee of $5,000  and Mr.  Taber's  Stock
Option  Agreement  with the Company dated as of June 30, 1995 was terminated and
replaced with a new Stock Option Agreement with the Company dated as of June 20,
1997  (the  "Replacement  Stock  Option  Agreement").  Under  the  terms  of the
Replacement  Stock Option  Agreement,  Mr. Taber was granted options to purchase
100,000 shares of the Company's common stock  exercisable until June 30, 1999 at
$1.38 per share. Mr. Taber remains a director of the Company.  In addition,  Mr.


                                       9

<PAGE>

Taber agreed to repay amounts owed by him to HBC under a certain promissory note
by  offsetting  amounts owed under the note against  accrued and unpaid base pay
payable under Mr.  Taber's  employment  agreement and amounts  payable under the
Consulting  Agreement.  See  "Certain  Relationships  and Related  Transactions"
below.
     The preceding  descriptions of the employment  agreements for Messrs. Sacks
and  Schlosberg  and the  Consulting  Agreement  and  Replacement  Stock  Option
Agreement  with Mr. Taber are  qualified in their  entirety by reference to such
agreements  which have  previously  been filed or  incorporated  by reference as
exhibits to the Company's annual report on Form 10-K for the year ended December
31, 1998 and the  Company's  quarterly  report on Form 10-Q for the period ended
September 30, 1997.


Executive Compensation

     The  following  tables set forth  certain  information  regarding the total
remuneration  earned  and  grants of  options/SARs  made to the chief  executive
officer and each of the four most highly  compensated  executive officers of the
Company and its  subsidiaries  who earned total cash  compensation  in excess of
$100,000  during the year ended December 31, 1998.  These amounts  reflect total
cash  compensation   earned  by  the  Company  and  its  subsidiaries  to  these
individuals during the fiscal years December 31, 1996 through 1998.

                           SUMMARY COMPENSATION TABLE

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

----------------------------------------- ---------------------------------------------- ------------------
                                                      Annual Compensation(1)             Long Term
                                                                                         Compensation(4)
                                
                                                                                         Awards(5)
----------------------------------------- ---------------------------------------------- ------------------
                                                                            Other        Securities
                                                                           Annual        underlying
Name and Principal Positions                  Salary        Bonus(2)  Compensation($)(3) Options/SARs (#)
                                 Year          ($)           ($)
----------------------------- ----------- --------------- ----------- ------------------ ------------------
Rodney C. Sacks                  1998            160,000      34,000              5,806              75,000
Chairman, CEO                    1997            160,000           -             12,302                   -
and Director                     1996            135,000           -             10,293                   -
----------------------------- ----------- --------------- ----------- ------------------ ------------------
Hilton H. Schlosberg             1998            160,000      34,000              5,847              75,000
Vice-Chairman, CFO               1997            158,030           -              5,572                   -
President, Secretary and         1996            127,500           -              5,358                   -
Director                                                                                                  
----------------------------- ----------- --------------- ----------- ------------------ ------------------
Mark J. Hall                     1998            136,250      65,000              1,322              30,000
Sr. Vice President               1997            116,250      40,000              6,327             120,000
Distributor Division             1996                  -           -                  -                   -   
----------------------------- ----------- --------------- ----------- ------------------ ------------------
Kirk S. Blower                   1998            111,250      16,800              1,400                   -
Sr. Vice President               1997            102,850      10,000              7,468                   -
Juice Division                   1996             96,121       9,836              4,513                   -
----------------------------- ----------- --------------- ----------- ------------------ ------------------
John R. Brooks                   1998             99,658       9,340             15,894                   -
Sr. Vice President               1997             59,723       5,137             14,922              60,000
Soda Division                    1996                  -           -                  -                   -
----------------------------- ----------- --------------- ----------- ------------------ ------------------
</TABLE>



(1)  SALARY - Pursuant to his employment agreement, Mr. Sacks is entitled to an
     annual base salary of $170,000.  For 1998 and 1997,  Mr. Sacks agreed to a
     temporary  reduction of his annual base salary to $160,000.  For 1996, Mr.
     Sacks  agreed  to a  temporary  reduction  of his  annual  base  salary to
     $135,000.

     Pursuant to his  employment  agreement,  Mr.  Schlosberg  is entitled to an
     annual  base  salary  of  $170,000  starting  when he  commenced  full-time
     employment,  during  July  1995.  For  1998,  Mr.  Schlosberg  agreed  to a
     temporary  reduction of his annual base salary to $160,000.  For 1997,  Mr.
     Schlosberg  agreed to a  temporary  reduction  of his annual base salary to
     $158,030.  For 1996, Mr. Schlosberg agreed to a temporary  reduction of his
     annual base salary to $127,500.

(2)  BONUS-Payments made in 1999 and 1998 for bonuses accrued in 1998 and 1997.

(3)  OTHER ANNUAL  COMPENSATION  - The cash value of  perquisites  of the named
     persons  did not total  $50,000 or 10% of payments of salary and bonus for
     each of the years shown, except for Mr. Brooks in 1998 and 1997.

                                       10

<PAGE>
     
     For 1998, Mr. Brooks'  perquisites  include $15,000 for housing  allowances
     and $894 for automobile related expenses. For 1997, Mr. Brooks' perquisites
     include  $11,500  for  housing  allowances  and $3,422 for  relocation  and
     automobile related expenses.

(4)  LTIP PAYOUTS - None paid. No plan in place.

(5)  RESTRICTED  STOCK AWARDS - The Company does not have a plan for  restricted
     stock awards.

     ALL OTHER COMPENSATION - none paid


             OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1998

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

                                                                                             Potential realizable
                                                                                             value at assumed
                                                                                             annual rates of stock
                                                                                             price appreciate for
Individual Grants                                                                            option term

--------------------------- ------------------ ----------------- ------------ -------------- ---------- -------------
                                               Percent of
                            Number of          total
                            Securities         Options/SARs      Exercise
                            underlying         granted to        or base
                            Options/SARs       employees in      price        Expiration        5%          10%
Name                        granted (#)        1998              ($/Share)    Date              ($)         ($)
--------------------------- ------------------ ----------------- ------------ -------------- ---------- -------------

Rodney C. Sacks                  75,000(1)          26.3%              $1.59     1/30/08        75,000       189,750
--------------------------- ------------------ ----------------- ------------ -------------- ---------- -------------

Hilton H. Schlosberg             75,000(1)          26.3%              $1.59     1/30/08        75,000       189,750
--------------------------- ------------------ ----------------- ------------ -------------- ---------- -------------

Mark J. Hall                     30,000(2)          10.5%              $1.59     1/30/04        30,000        75,900
--------------------------- ------------------ ----------------- ------------ -------------- ---------- -------------
</TABLE>





1    37,500  options to purchase the Company's  common stock are  exercisable on
     January 30, 1998; and 37,500 are exercisable on January 30, 1999.



2    10,000  options to purchase the Company's  common stock are  exercisable on
     January 30, 1998;  10,000 are  exercisable  on January 30, 1999; and 10,000
     are exercisable on January 30, 2000.


                                       11

<PAGE>


                    OPTION/SAR VALUES AT DECEMBER 31, 1998

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

                   

------------------------------- --------------------- -------------------- ---------------------- ----------------------
                                                                           Number of underlying   Value of
                                                                           unexercised            unexercised
                                                                           options/SARs at        in-the-money
Name                                                                       December 31, 1998      options/SARs at
                                                                           (#)                    December 31, 1998
                                                                                                  ($)
                                                                           ---------------------- ----------------------
                                Shares acquired on    Value                Exercisable/           Exercisable/
                                exercise (#)          Realized ($)         Unexercisable          Unexercisable
------------------------------- --------------------- -------------------- ---------------------- ----------------------

Rodney C. Sacks                       387,500             $1,921,625            0 /                        0 /
                                                                                  37,500 (1)                  141,938
------------------------------- --------------------- -------------------- ---------------------- ---------------------

Hilton H. Schlosberg                  337,500             $1,684,125            0 /                        0 /
                                                                                  37,500 (2)                  141,938
------------------------------- --------------------- -------------------- ---------------------- ---------------------

Mark J. Hall                           34,000             $  179,660            0 /                        0 /
                                                                                 116,000 (3)                  489,940
------------------------------- --------------------- -------------------- ---------------------- ---------------------

Kirk S. Blower                         84,000             $  362,040            0 /                        0
                                                                                      0                      /  0
------------------------------- --------------------- -------------------- ---------------------- ---------------------

John R. Brooks                           -                     -           12,000 /                   50,940 
                                                                                 48,000 (4)                 / 203,760
------------------------------- --------------------- -------------------- ---------------------- ---------------------

</TABLE>



1     Includes  options to purchase 37,500 shares of the Company's  common stock
      at $1.59 per share of which none are  exercisable  at December  31,  1998,
      granted  pursuant  to a Stock  Option  Agreement  dated  January  30, 1998
      between the Company and Mr. Sacks.



2     Includes  options to purchase 37,500 shares of the Company's  common stock
      at $1.59 per share of which none are  exercisable  at December  31,  1998,
      granted  pursuant  to a Stock  Option  Agreement  dated  January  30, 1998
      between the Company and Mr. Schlosberg.



3     Includes  options to purchase 96,000 shares of the Company's  common stock
      at $1.06 per share of which none are  exercisable  at December  31,  1998,
      granted  pursuant to a Stock  Option  Agreement  dated  February  10, 1997
      between the Company and Mr. Hall; and options to purchase 20,000 shares of
      the  Company's  common  stock  at  $1.59  per  share  of  which  none  are
      exercisable  at December  31,  1998,  granted  pursuant to a Stock  Option
      Agreement dated January 30, 1998 between the Company and Mr. Hall.



4     Includes options to purchase 60,000 share of the Company's common stock at
      $1.59 per share of which  12,000 are  exercisable  at December  31,  1998,
      granted  pursuant to a Stock  Option  Agreement  dated  February  24, 1997
      between the Company and Mr. Brooks.






                                       12

<PAGE>


P
erformance Graph

The following graph shows a five-year comparison of cumulative total returns.(1)

                  [GRAPH OMITTED]


                           TOTAL SHAREHOLDER RETURNS

                            ANNUAL RETURN PERCENTAGE
                                  Years Ending

COMPANY NAME/INDEX                 DEC94     DEC95     DEC96     DEC97     DEC98
-------------------                ------    -----     -----     -----     -----
HANSEN NATURAL CORP                (28.57)   (63.36)   54.59     70.62   196.63
S & P SMALLCAP 600 INDEX           ( 4.77)    29.96    21.32     25.58  (  1.31)
PEER GROUP                         (54.85)   (25.29)   52.16     33.97  ( 42.80)


                                INDEXED RETURNS
                                  Years Ending

                         Base
                         Period
COMPANY NAME/INDEX       DEC93     DEC94     DEC95     DEC96     DEC97     DEC98
------------------       -----     -----     -----     -----     -----     -----
HANSEN NATURAL CORP      100       71.43     26.17     40.46     69.03    204.76
S & P SMALLCAP 600 INDEX 100       95.23    123.76    150.14    188.56    186.10
PEER GROUP               100       45.15     33.73     51.33     68.77     39.33




(1)Annual return  assumes  reinvestment  of dividends.  Cumulative  total return
assumes an initial  investment  of $100 on  December  31,  1993.  The  Company's
self-selected  peer group is comprised of Atlantic  Premium Brands,  Ltd. (which
began trading in November 1993); Great Pines Water, Inc. (which began trading in
August 1993);  Saratoga Beverage Group (which began trading in June 1993); Cable
Car  Beverage  Corporation  (which was  acquired  by Triarc  Companies,  Inc. in
December 1997); and Cott  Corporation,  National Beverage  Corporation,  Clearly
Canadian Beverage Company,  Triarc  Companies,  Inc. and Northland  Cranberries,
which are also  members of the peer group,  traded  during the entire  five-year
period.


                                       13

<PAGE>




Compensation of Directors

         The Company's current policy is to pay outside directors (non-executive
officers)  who are not  contractually  entitled  to be  nominated  to  serve  as
directors,  annual  fees of $7,000  plus $500 for each  meeting  attended of the
Board of Directors of the Company or any committee thereof. Benjamin Polk earned
directors fees of $8,000 and Norman Epstein earned  directors fees of $7,500 for
the one-year period ended December 31, 1998. Mark S. Vidergauz  earned directors
fees of $4,500 for the seven-month  period ended December 31, 1998. See "Certain
Relationships  And Related  Transactions"  below for  description of contractual
obligations  to  nominate  certain  outside  directors.  Under  the terms of his
Consulting  Agreement,  Harold C.  Taber,  Jr. did not  receive  any  additional
compensation  for  serving  as a  director  of the  Company  for the year  ended
December 31, 1998.

Company Stock Option Plan

     Pursuant to the Plan,  Messrs.  Sacks and Schlosberg have each been granted
options to purchase  37,500 shares of Common Stock pursuant to individual  stock
option  agreements each dated January 30, 1998 exercisable for a ten-year period
at an exercise price of $1.59 per share.

     In addition,  pursuant to the Plan, Messrs.  Sacks and Schlosberg have each
been granted options to purchase  100,000 shares of Common Stock,  each of which
vest 9,500 on February 2, 1999,  23,500 on February 2, 2000,  23,500 on February
2, 2001, 23,500 on February 2, 2002 and 20,000 on February 2, 2003,  pursuant to
individual stock option agreements each dated February 2, 1999 exercisable for a
ten-year period at an exercise price of $4.25 per share.

Outside Directors Stock Option Plan

     Mr.  Polk has  been  granted  options  to  purchase  12,000  shares  of the
Company's common stock, pursuant to an individual stock option agreement,  dated
as of June 30, 1995,  exercisable  for a ten-year period at an exercise price of
$1.38 per  share,  under an option  plan that the  Company  has for its  outside
directors (the "Directors Plan").

     Mr.  Vidergauz  has been granted  options to purchase  12,000 shares of the
Company's common stock, pursuant to an individual stock option agreement,  dated
as of June 18, 1998,  exercisable  for a ten-year period at an exercise price of
$3.27 per  share,  under an option  plan that the  Company  has for its  outside
directors (the "Directors Plan").



                                       14

<PAGE>



C
ertain Relationships and Related Transactions

     The  description  of the agreements  and  relationships  set forth below is
qualified  by  reference  to the  specific  terms  of  such  agreements  and the
description  of  such  relationships  set  forth  in  reports  and  registration
statements and exhibits thereto filed or to be filed by the Company with the SEC
under the 34 Act and the  Securities Act of 1933,  including any  post-effective
amendments to the Company's  registration  statement on Form S-3 (No.  33-35796)
and on Form S-8 (No.  333-41333).  Copies of any such  reports and  registration
statement or exhibits  thereto will be provided upon written request directed to
the Chairman,  Hansen  Natural  Corporation,  2380 Railroad  Street,  Suite 101,
Corona,  California  92880-5471  and  payment  of a fee  in  the  amount  of the
Company's reasonable expenses in furnishing such documents.

     Pursuant to the terms of a certain Assignment Agreement dated July 27, 1992
between Hansen Juices, Inc., now known as the Fresh Juice Company of California,
Inc. ("FJC") and Hansen,  the Company has agreed to nominate and solicit proxies
for the  election to the  Company's  Board of  Directors  of one of the trustees
designated by the trustees of a certain trust (the "Trust")  formed  pursuant to
an  Agreement  of Trust dated July 27, 1992 for so long as the Trust shall be in
existence  for the benefit of Hansen and FJC. The initial  designee of the Trust
nominated to the Board was Anthony F. Kane who  resigned  from the Board on June
21, 1993 due to personal time constraints.  No other designee has been nominated
by the Trust.

     Rodney C. Sacks is currently  acting as the sole  trustee of the Trust,  as
FJC has failed to  designate  any person to act as Trustee.  The Company and HBC
have agreed to indemnify Mr. Sacks and hold him harmless from any claims,  loss,
liability or expense arising out of his acting as Trustee.

     Benjamin M. Polk is a partner of Whitman  Breed  Abbott & Morgan LLP, a law
firm retained by the Company since 1992 and in the current fiscal year.

 
                                 OTHER MATTERS

     The Company  knows of no other  matters to be submitted to the meeting.  If
any other matters  properly come before the meeting,  it is the intention of the
persons  named in the  enclosed  proxy to vote the shares they  represent as the
Board of Directors of the Company may recommend.

     It is important that your shares be represented at the meeting,  regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return,  at  your  earliest  convenience,  the  accompanying  proxy  card in the
stamped, self-addressed envelope which has been enclosed.

                           BY ORDER OF THE BOARD OF DIRECTORS

Dated: August 24, 1999



                                       15

<PAGE>


                                   APPENDIX A



Resolution  Proposed for Adoption by  Stockholders  of the Company in connection
with the Amendment of the Hansen Natural Corporation Stock Option Plan.

              RESOLVED,  that the Hansen Natural  Corporation  Stock Option Plan
         (the  "Plan") be and it hereby is amended and  restated to provide that
         the number of shares of common stock  issuable upon exercise of options
         granted under the Plan shall be increased from 2,000,000 to 3,000,000.

and be it
              FURTHER  RESOLVED,  that the  Corporation  shall  reserve  a total
         3,000,000 shares of Stock for issuance pursuant to the Plan;

and be it
              FURTHER RESOLVED, that the appropriate officers of the Corporation
         be and each of them hereby are,  authorized,  empowered and directed in
         the name and on behalf of the Corporation to take all actions necessary
         or   appropriate  to  give  effect  to  the  intent  of  the  foregoing
         resolutions.



Proposed Amendment to Hansen Natural Corporation Stock Option Plan.

1.       Amending the first sentence of Section 3 of the Plan:

          3.  Shares Subject to the Plan

                  The  aggregate  number of shares of Stock which may be awarded
         under  the  Plan or  subject  to  purchase  by  exercising  Options  is
         3,000,000 shares.


                                       16

<PAGE>