HANSEN NATURAL CORPORATION
                              1010 Railroad Street
                            Corona, California 92882


                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD OCTOBER 17, 2003


                                                              September 17, 2003



Dear Stockholder:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
Hansen Natural Corporation to be held on Friday,  October 17, 2003 at 3:00 p.m.,
at the Boardroom, 1010 Railroad Street, Corona, California 92882.

     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,



                                   Rodney C. Sacks
                                   Chairman of the Board


<PAGE>
                           HANSEN NATURAL CORPORATION



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD OCTOBER 17, 2003

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,  October
17,  2003  at  3:00  p.m.,  at the  Boardroom,  1010  Railroad  Street,  Corona,
California 92882, 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, LLP as
                  independent auditors of the Company for the year ending
 
                 December 31, 2003.

         3.       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 for Annual Meeting of Stockholders accompanying this Notice.

     Only  stockholders  of the  Company of record at the close of  business  on
August 25,  2003 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,

                                   Rodney C. Sacks
                                   Chairman of the Board
Corona, California
September 17, 2003

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,  October 17, 2003 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 Boardroom, 1010 Railroad Street,
Corona, California 92882.

     These proxy  solicitation  materials are being mailed on or about September
17, 2003,  together with the Company's 2002 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 August 25,
2003 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,  10,262,203
shares of the Company's common stock were issued and outstanding.  The following
table sets forth,  as of the most recent  practical date August 25, 2003,  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)            654,822              6.0%

    Brandon Limited Partnership No. 2 (2)          2,831,667             25.8%

    Rodney C. Sacks (3)                            4,041,489 (4)         36.9%

    Hilton H. Schlosberg (5)                       4,002,586 (6)         36.5%

    James Douglas and Jean Douglas
    Irrevocable Descendants' Trust (7)             1,026,461 (8)          9.4%

    Fidelity Low Priced Stock Fund (9)               751,775              6.9%


1    The mailing  address of 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.

2    The mailing  address of 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.

                                       1

<PAGE>

3    The  mailing  address  of  Mr.  Sacks  is  1010  Railroad  Street,  Corona,
     California 92882.

4    Includes 387,500 shares of common stock owned by Mr. Sacks;  654,822 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 common stock  exercisable at
     $1.59 per share granted  pursuant to a Stock Option Agreement dated January
     30, 1998;  options  presently  exercisable  to purchase  100,000  shares of
     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;  and
     options  presently  exercisable to purchase  30,000 shares of common stock,
     out of options to purchase a total of 150,000 shares,  exercisable at $3.57
     per share, granted pursuant to a Stock Option Agreement dated July 12, 2002
     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 common stock;  (ii) the
     167,500 shares  presently  exercisable  under the Stock Option  Agreements;
     (iii)  243,546  shares  held by  Brandon  No. 1  allocable  to the  limited
     partnership  interests in Brandon No. 1 held by Mr. Sacks, his children,  a
     limited  partnership  of which Mr.  Sacks is the  general  partner  and his
     children  and he are the limited  partners,  and a trust for the benefit of
     his  children;  and (iv) 250,000  shares held by Brandon No. 2 allocable to
     the limited  partnership  interests in Brandon No. 2 held by Mr. Sacks, his
     children,  a limited  partnership of which Mr. Sacks is the general partner
     and his  children  and he are the  limited  partners,  and a trust  for the
     benefit of his children.

5    The mailing  address of Mr.  Schlosberg  is 1010 Railroad  Street,  Corona,
     California 92882.

6    Includes 348,597 shares of common stock owned by Mr.  Schlosberg,  of which
     2,000  shares are owned  jointly by Mr.  Schlosberg  and his wife;  654,822
     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 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;  options
     presently  exercisable to purchase  100,000 shares of 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;  and options presently  exercisable
     to purchase  30,000  shares of common  stock,  out of options to purchase a
     total of 150,000 shares,  exercisable at $3.57 per share,  granted pursuant
     to a Stock Option Agreement dated July 12, 2002 between the Company and Mr.
     Schlosberg.

     Mr.  Schlosberg   disclaims  beneficial  ownership  of  all  shares  deemed
     beneficially  owned by him  hereunder  except (i) 348,597  shares of common
     stock;  (ii) the 167,500 shares  presently  exercisable  under Stock Option
     Agreements;  (iii)  247,911  shares held by Brandon No. 1 allocable  to the
     limited  partnership  interests in Brandon No 1 held by Mr.  Schlosberg and
     his  children;  and (iv) 250,000  shares held by Brandon No. 2 allocable to
     the limited  partnership  interests in Brandon No. 2 held by Mr. Schlosberg
     and his children.

7    The mailing  address of this  reporting  person is 4040 Civic Center Drive,
     Suite 530, San Rafael, California 94903.

8    Includes  392,794  shares  of  common  stock  owned by Kevin  and  Michelle
     Douglas;  300,219  shares of common  stock owned by James and Jean  Douglas
     Irrevocable  Descendant's  Trust;  314,668  shares of common stock owned by
     Douglas  Family Trust;  and 18,780 shares of common stock owned by James E.
     Douglas,  III. Kevin and Michelle Douglas,  Douglas Family Trust and James
     Douglas and Jean Douglas Irrevocable  Descendants' Trust are deemed members
     of a group that shares voting and dispositive power over the shares.

9    The  mailing  address of this  reporting  person is 82  Devonshire  Street,
     Boston, Massachusetts 02109.


Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Exchange Act requires  the  Company's  directors  and
executive  officers,  and persons who own more than ten percent of a  registered
class of the Company's equity  securities to file by specific dates with the SEC
initial  reports of  ownership  and  reports of changes in  ownership  of equity
securities of the Company.  Executive  officers,  directors and greater than ten
percent  stockholders are required by SEC regulation to furnish the Company with
copies of all  Section  16(a)  forms that they file.  The Company is required to
report in this proxy  statement  any  failure  of its  directors  and  executive

                                       2

<PAGE>

officers and greater than ten percent  stockholders  to file by the relevant due
date any of these  reports  during the most recent  fiscal year or prior  fiscal
years.

     To the  Company's  knowledge,  based  solely  on  review  of copies of such
reports  furnished to the Company  during the year ended  December 31, 2002, all
Section  16(a)  filing  requirements   applicable  to  the  Company's  executive
officers,  directors  and greater than ten percent  stockholders  were  complied
with,  except that Form 5's in respect of option grants  required to be filed by
each of Rodney C. Sacks and Hilton H. Schlosberg were inadvertently  filed late.
One transaction was reported on each of the Form 5's.

R
evocability 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  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  October  of 2004.  Pursuant  to Rule 14a-8 of the
Securities  Exchange Act of 1934, as amended,  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 May 16, 2004 in order that they may be considered for inclusion in
the proxy  statement and form of proxy  relating to that meeting.  Additionally,
any  stockholder  proposal for next year's Annual Meeting of Stockholders of the
Company that is submitted outside the processes of Rule 14a-8 will be considered
untimely  for  purposes of Rule  14a-4(c)(1)  of the  Exchange  Act if it is not
submitted to the Company on or before  August 4, 2004.  Proxies for that meeting

                                       3

<PAGE>

may confer  discretionary  authority  to vote on any untimely  proposal  without
express discretion from the shareholders giving the proxies.

                                       4

<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                      53                      1990
     Hilton H. Schlosberg                 50                      1990
     Benjamin M. Polk                     52                      1990
     Norman C. Epstein                    62                      1992
     Harold C. Taber, Jr.                 64                      1992
     Mark S. Vidergauz                    50                      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  of the  Board of  Directors,  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, a wholly owned
subsidiary of the Company ("HBC"), from June 1992 to the present.

     Hilton H.  Schlosberg  has been Vice  Chairman  of the Board of  Directors,
President,  Chief Operating  Officer,  Secretary,  and a director of the Company
from  November  1990 to the present and 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.  Vice  Chairman  of the Board of  Directors,
Secretary and a director of HBC from July 1992 to the present.

                                       5

<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.  Partner with  Winston & Strawn LLP (New York,  New York) where
Mr. Polk has  practiced law with that firm and its  predecessors,  Whitman Breed
Abbott & Morgan, LLP and 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.
Member of the  Audit  Committee  of the Board of  Directors  since  April  2000.
President  and Chief  Executive  Officer and a director of HBC from July 1992 to
June 1997. Consultant for The Joseph Company from October 1997 to March 1999 and
for  Costa  Macaroni  Manufacturing  Company  from July  2000 to  January  2002.
Director of Mentoring at Biola University from July 2002 to present.

     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.
Member of the Audit Committee of the Board of Directors since April 2000.  Chief
Executive  Officer of Sage Group,  LLC since April 2000.  Managing  director and
head of the Los  Angeles  office of ING Baring  Furman  Selz LLC, a  diversified
financial services institution  headquartered in the Netherlands from April 1995
to April 2000.

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

                                       6

<PAGE>


Security Ownership of Management

     The following table sets forth  information as to the beneficial  ownership
of shares of common  stock of the  Company as at August 25, 2003 held by persons
who are directors and/or officers of the Company, naming each of them, and as to
directors and officers of the Company as a group, without naming them.

 
                                                  Amount and Nature    Percent
Name of Beneficial Owner*                         of Beneficial Owner   of Class
-----------------------------------               -------------------   --------
Rodney C. Sacks, Chairman and
     Chief Executive Officer                         4,041,489 (1)        36.9%
Hilton H. Schlosberg, Vice Chairman,
     President, Chief Operating Officer
     and Secretary                                   4,002,586 (2)        36.5%
Harold C. Taber, Jr., Director                          97,419 (3)          **%
Mark S. Vidergauz, Director                             12,000 (4)          **%
Norman C. Epstein                                                           **%
Mark S. Vidergauz                                                           **%

Officers  and  Directors  as a group (6  members:  4,666,705  shares or 42.6% in
aggregate) 
------------- 
*Except as noted  otherwise,  the address for each of the named  stockholders is
     1010 Railroad Street, Corona, California 92882.
**Less than 1%

1    Includes 387,500 shares of common stock owned by Mr. Sacks;  654,822 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 common stock  exercisable at
     $1.59 per share granted  pursuant to a Stock Option Agreement dated January
     30, 1998;  options  presently  exercisable  to purchase  100,000  shares of
     common stock,  exercisable at $4.25 per share,  granted pursuant to a Stock
     Option  Agreement dated February 2, 1999 between the Company and Mr. Sacks;
     and  options  presently  exercisable  to purchase  30,000  shares of common
     stock, out of options to purchase a total of 150,000 shares, exercisable at
     $3.57 per share,  granted  pursuant to a Stock Option  Agreement dated July
     12, 2002 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 common stock;  (ii) the
     167,500 shares  presently  exercisable  under the Stock Option  Agreements;
     (iii)  243,546  share  held by  Brandon  No.  1  allocable  to the  limited
     partnership  interests in Brandon No. 1 held by Mr. Sacks, his children,  a
     limited  partnership  of which Mr.  Sacks is the  general  partner  and his
     children  and he are the limited  partners,  and a trust for the benefit of
     his  children;  and (iv) 250,000  shares held by Brandon No. 2 allocable to
     the limited  partnership  interests in Brandon No. 2 held by Mr. Sacks, his
     children,  a limited  partnership of which Mr. Sacks is the general partner
     and his  children  and he are the  limited  partners,  and a trust  for the
     benefit of his children.

2    Includes  348,597  shares of common stock owned by Mr.  Schlosberg of which
     2,000  shares are owned  jointly by Mr.  Schlosberg  and his wife;  654,822
     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 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;  options
     presently   exercisable   to  purchase   100,000  shares  of  common  stock
     exercisable  at  $4.25  per  share,  granted  pursuant  to a  Stock  Option
     Agreement  dated  February 2, 1999 between the Company and Mr.  Schlosberg;
     and  options  presently  exercisable  to purchase  30,000  shares of common
     stock, out of options to purchase a total of 150,000 shares, exercisable at
     $3.57 per share,  granted  pursuant to a Stock Option  Agreement dated July
     12, 2002 between the Company and Mr. Schlosberg.

     Mr.  Schlosberg   disclaims  beneficial  ownership  of  all  shares  deemed
     beneficially  owned by him  hereunder  except (i) 348,597  shares of common
     stock;  (ii) the 167,500 shares  presently  exercisable  under Stock Option
     Agreements;  (iii)  247,911  shares held by Brandon No. 1 allocable  to the
     limited  partnership  interests in Brandon No. 1 held by Mr. Schlosberg and
     his  children;  and (iv) 250,000  shares held by Brandon No. 2 allocable to
     the limited  partnership  interests in Brandon No. 2 held by Mr. Schlosberg
     and his children.

                                       7

<PAGE>

3    Includes  61,137  shares of common stock owned by Mr.  Taber;  and 36,281.7
     shares of common  stock owned by the Taber  Family Trust of which Mr. Taber
     and his wife are trustees.

4    Includes options to purchase 12,000 shares of common stock,  exercisable at
     $3.72 per share,  granted under a Stock Option  Agreement  with the Company
     dated as of June 18, 1998 pursuant to the Directors Plan.

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.

                                       8

<PAGE>

                                  PROPOSAL TWO
               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors of the Company has selected Deloitte & Touche,  LLP,
independent  auditors,  to audit the financial statements of the Company for the
year  ending  December  31,  2003.  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, LLP 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.

T
HE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF
DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.

                                   MANAGEMENT

Board Meetings and Committees

     The Board of Directors  of the Company  held two  meetings  during the year
ended December 31, 2002. All directors attended both meetings.

     The Audit Committee,  composed of Norman C. Epstein  (Chairman),  Harold C.
Taber,  Jr.  and Mark S.  Vidergauz,  held five  meetings  during the year ended
December 31, 2002.  The Audit  Committee  last met in August 2003 in  connection
with the review of the Company's financial statements for the quarter ended June
30, 2003. See "Audit Committee" below for more information.

     The  Compensation  Committee,  composed  of Norman C.  Epstein  and Mark S.
Vidergauz,  did not hold any meetings  during the year ended  December 31, 2002.
Awards  granted  under the  Company's  Stock  Option  Plan during the year ended
December  31,  2002 were  authorized  by  written  consent  of the  Compensation
Committee.  The  Compensation  Committee  authorizes  all  grants of  options to
purchase shares of the Company's common stock.

     The  Executive  Committee  composed  of  Rodney  C.  Sacks  and  Hilton  H.
Schlosberg  held one  meeting  during  the year ended  December  31,  2002.  The
Executive Committee manages and directs business of the Company between meetings
of the Board of Directors.

     The Board of Directors does not have a Nominating Committee.

Employment Agreements

     The Company entered into an employment  agreement dated as of June 1, 2003,
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

                                       9


<PAGE>

$230,000 for the  seven-month  period  ending  December 31, 2003,  increasing to
$245,000 for the twelve-month  period ending December 31, 2004 and increasing by
a minimum of 5% 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. Additionally, Mr.
Sacks was granted  options to  purchase  150,000  shares of common  stock of the
Company in connection  with this  employment  agreement.  The employment  period
commenced on June 1, 2003 and ends on December 31, 2008.

     The Company also entered into an employment  agreement  dated as of June 1,
2003,  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 $230,000 for the seven-month period ending
December 31, 2003,  increasing  to $245,000 for the  twelve-month  period ending
December  31,  2004  and  increasing  by a  minimum  of 5% 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.  Additionally,  Mr.  Schlosberg was granted options to
purchase  150,000 shares of common stock of the Company in connection  with this
employment  agreement.  The employment period commenced on June 1, 2003 and ends
on December 31, 2008.


Executive Compensation

     The  following  tables set forth  certain  information  regarding the total
remuneration  earned and grants of options made to the Chief  Executive  Officer
and each of the four other 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, 2002.  These amounts  reflect total
cash  compensation paid by the Company and its subsidiaries to these individuals
during the years ended December 31, 2000, 2001 and 2002.

                                       10

<PAGE>


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
========================================= ==================================================== ======================
                                                                                                    Long Term
                                                          ANNUAL COMPENSATION                     Compensation (4)
----------------------------- ----------- ---------------- ------------ ---------------------- ----------------------
<S>                           <C>         <C>              <C>          <C>                    <C>  
                                                                             Other                  Securities
Name and Principal Positions                                 Bonus (2)       Annual                 underlying
                                 Year       Salary (1)($)      ($)        Compensation ($)          Options (#)
----------------------------- ----------- ---------------- ------------ ---------------------- ----------------------
Rodney C. Sacks                  2002         225,504                -        10,331 (3)              150,000
Chairman, CEO                    2001         194,400            8,000         7,314 (3)
and Director                     2000         194,400           10,000         6,262 (3)
----------------------------- ----------- ---------------- ------------ ---------------------- ----------------------
Hilton H. Schlosberg             2002         225,504                -         7,753 (3)              150,000
Vice-Chairman, CFO, COO,         2001         194,400            8,000         7,314 (3)
President, Secretary and         2000         194,400           10,000         6,263 (3)
Director
----------------------------- ----------- ---------------- ------------ ---------------------- ----------------------
Mark J. Hall                     2002         160,000           10,000         7,733 (3)               20,000
Senior Vice President            2001         160,000            8,000         7,349 (3)
Single Serve Products            2000         160,000           20,000         8,061 (3)
----------------------------- ----------- ---------------- ------------ ---------------------- ----------------------
Kirk S. Blower                   2002         118,000            4,000         7,238 (3)               12,500
Senior Vice President            2001         115,000            3,000         7,364 (3)
Juice and Non-Carbonated         2000         115,000            4,000         7,316 (3)
Products
----------------------------- ----------- ---------------- ------------ ---------------------- ----------------------
Timothy M. Welch                 2002         115,500           11,300        57,942 (5)
Senior Vice President            2001         111,269            4,000        14,587 (6)
Soda Products                    2000         110,000            3,000        14,202 (7)
============================= =========== ================ ============ ====================== ======================
</TABLE>


1    SALARY - Pursuant to employment  agreements,  Messrs.  Sacks and Schlosberg
     were entitled to an annual base salary of $226,748,  $209,952, and $194,400
     for 2002, 2001 and 2000, respectively.

2    BONUS - Payments  made in 2003,  2002 and 2001 are for  bonuses  accrued in
     2002, 2001 and 2000, respectively.

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
     the years shown.

4    LONG-TERM INCENTIVE PLAN PAYOUTS - None paid. No plan in place.

5    Includes  $46,483  for  reimbursement  of moving  expense,  $6,000 for auto
     reimbursement  expenses,  $3,500 for housing  expenses and $1,959 for other
     miscellaneous perquisites.

6    Includes  $6,000  for  auto  reimbursement  expenses,  $6,000  for  housing
     expenses and $2,587 for other miscellaneous perquisites.

7    Includes  $6,000  for  auto  reimbursement  expenses,  $6,000  for  housing
     expenses and $2,202 for other miscellaneous perquisites.

                                       11

<PAGE>

               OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
============================================================================================ ==========================
<S>                         <C>                <C>               <C>          <C>            <C>          <C>
                                                                                               Potential realizable
                                                                                              value at assumed annual
                                                                                               rates of stock price
                                                                                               appreciate for option
                                     Individual Grants                                                 term
-------------------------------------------------------------------------------------------- --------------------------
                                Number of         Percent of
                               Securities       total Options     Exercise
                               underlying         granted to       or base
                             Options granted     employees in       price       Expiration         5%          10%
Name                               (#)               2002         ($/Share)        Date           ($)          ($)
--------------------------- ------------------ ----------------- ------------ -------------- ------------ -------------
Rodney C. Sacks                 150,000 (1)          28.3%           $3.57       7/12/2012      336,773      853,449
--------------------------- ------------------ ----------------- ------------ -------------- ------------ -------------
Hilton H. Schlosberg            150,000 (1)          28.3%           $3.57       7/12/2012      336,773      853,449
--------------------------- ------------------ ----------------- ------------ -------------- ------------ -------------
Mark J. Hall                     20,000 (1)           3.8%           $3.57       7/12/2012       44,903      113,793
--------------------------- ------------------ ----------------- ------------ -------------- ------------ -------------
Kirk S. Blower                   12,500 (1)           2.4%           $3.57       7/12/2012       28,064       71,121
--------------------------- ------------------ ----------------- ------------ -------------- ------------ -------------
Timothy M. Welch                    -
=========================== ================== ================= ============ ============== ============ =============
</TABLE>


1    Options to purchase the Company's common stock become  exercisable in equal
     annual increments over 5 years beginning July 12, 2003.


                AGGREGATED OPTION EXERCISES DURING THE YEAR ENDED
          DECEMBER 31, 2002 AND OPTION/SAR VALUES AT DECEMBER 31, 2002

<TABLE>
<CAPTION>
============================= =================== ================== ========================= =====================
<S>                           <C>                 <C>                <C>                       <C>
                                                                                                    Value of
                                                                       Number of underlying        unexercised
                                                                           unexercised             in-the-money
                                                                            options at          options at December
                                                                       December 31, 2002 (#)         31, 2002($)
                                                                     ------------------------- ---------------------
                               Shares acquired          Value              Exercisable/            Exercisable/
            Name               on exercise (#)      Realized ($)          Unexercisable           Unexercisable
----------------------------- ------------------- ------------------ ------------------------- ---------------------
Rodney C. Sacks                       -                   -               117,500/170,000 (1)       98,625/97,500
----------------------------- ------------------- ------------------ ------------------------- ---------------------
Hilton H. Schlosberg                  -                   -               117,500/170,000 (1)       98,625/97,500
----------------------------- ------------------- ------------------ ------------------------- ---------------------
Mark J. Hall                          -                   -               116,000/20,000 (2)       355,960/13,000
----------------------------- ------------------- ------------------ ------------------------- ---------------------
Kirk S. Blower                        -                   -                 7,500/17,500 (3)             0/8,125
----------------------------- ------------------- ------------------ ------------------------- ---------------------
Timothy M. Welch                      -                   -                36,000/36,000 (4)             0/0
============================= =================== ================== ========================= =====================
</TABLE>


1    Includes  options to purchase  37,500  shares of common  stock at $1.59 per
     share of which all are exercisable at December 31, 2002,  granted  pursuant
     to Stock Option  Agreements  dated January 30, 1998 between the Company and
     Messrs.  Sacks and Schlosberg,  respectively;  options to purchase  100,000
     shares of common stock at $4.25 per share of which  80,000 are  exercisable
     at December 31, 2002,  granted  pursuant to Stock Option  Agreements  dated
     February 2, 1999  between the  Company  and Messrs.  Sacks and  Schlosberg,
     respectively;  and options to purchase  150,000  shares of common  stock at
     $3.57 per share of which none are exercisable at December 31, 2002, granted
     pursuant to Stock Option Agreements dated July 12, 2002 between the Company
     and Messrs. Sacks and Schlosberg, respectively.

2    Includes  options to purchase  96,000  shares of common  stock at $1.06 per
     share which are  exercisable  at December 31, 2002,  granted  pursuant to a
     Stock Option  Agreement dated February 10, 1997 between the Company and Mr.
     Hall;  options to purchase 20,000 shares of common stock at $1.59 per share
     which are  exercisable  at December 31, 2002,  granted  pursuant to a Stock
     Option  Agreement  dated January 30, 1998 between the Company and Mr. Hall;
     options to  purchase  20,000  shares of common  stock at $3.57 per share of
     which none are  exercisable  at December  31, 2002,  granted  pursuant to a
     Stock  Option  Agreement  dated July 12,  2002  between the Company and Mr.
     Hall. On January 21, 2003, Mr. Hall exercised the options in respect of (i)
     96,000  shares at an  exercise  price of $1.06  per  share and (ii)  20,000
     shares at an exercise price of $1.59 per share.

                                       12

<PAGE>

3    Includes  options to purchase  12,500  shares of common  stock at $4.25 per
     share of which 7,500 are exercisable at December 31, 2002, granted pursuant
     to a Stock Option  Agreement dated February 2, 1999 between the Company and
     Mr. Blower;  and options to purchase 12,500 shares of common stock at $3.57
     per share of which none are  exercisable  at  December  31,  2002,  granted
     pursuant  to a Stock  Option  Agreement  dated July 12,  2002  between  the
     Company and Mr. Blower.

4    Includes  options to purchase  72,000  shares of common  stock at $4.44 per
     share of which  36,000  are  exercisable  at  December  31,  2002,  granted
     pursuant to a Stock  Option  Agreement  dated  February 1, 1999 between the
     Company and Mr. Welch.

P
erformance Graph

     The  following  graph  shows a five-year  comparison  of  cumulative  total
returns: 1
                           TOTAL SHAREHOLDER RETURNS

                           ANNUAL RETURN PERCENTAGES

For the years ended December 31,

Company Name/Index                1998      1999      2000      2001      2002
----------------------          --------  --------  --------  --------  --------
HANSEN NAT CORP                  196.63    (19.77)   (10.14)     8.39      0.50
S&P SMALLCAP 600 INDEX            (1.31)    12.40     11.80      6.54    (14.63)
PEER GROUP                       (43.18)     8.47     17.06     47.07     14.40

                                INDEXED RETURNS

For the years ended December 31,

                         Base
                        Period
Company Name/Index       1997     1998      1999      2000      2001      2002
----------------------  ------  --------  --------  --------  --------  --------
HANSEN NAT CORP           100    296.63    238.00    213.85    231.79    232.95 
S&P SMALLCAP 600 INDEX    100     98.69    110.94    124.03    132.13    112.80
PEER GROUP                100     56.82     61.63     72.15    106.10    121.38

1    Annual return assumes  reinvestment of dividends.  Cumulative  total return
     assumes an initial  investment of $100 on December 31, 1997.  The Company's
     self-selected  peer group is  comprised of National  Beverage  Corporation,
     Clearly Canadian Beverage Company, Triarc Companies,  Inc., Leading Brands,
     Inc., Cott Corporation,  Northland Cranberries, Inc. and Jones Soda Co. All
     of the  companies  in the peer group  traded  during  the entire  five-year
     period  with the  exception  of Triarc  Companies,  Inc.,  which sold their
     beverage business in October 2000 and Jones Soda Co., which started trading
     in August 2000.

                                       13

<PAGE>


Compensation of Directors

     The Company pays outside directors annual fees of $7,000 plus $500 for each
meeting attended of the Board of Directors or any committee thereof. In 2002, we
paid each of Norman E.  Epstein,  Harold C.  Taber,  Jr.  and Mark S.  Vidergauz
$8,000  and we paid  Benjamin  M. Polk  $7,500  for  services  provided  for the
one-year  period ended  December 31,  2001.  In 2003,  we paid each of Norman E.
Epstein, Benjamin M. Polk, Harold C. Taber, Jr. and Mark S. Vidergauz director's
fees of $8,000 for services  provided for the one-year period ended December 31,
2002.  Commencing in 2003, the Company will pay outside  directors an annual fee
of $10,000  plus  $1,000 for each  meeting of the Board of  Directors  attended.
Additionally,  the Company will pay outside  directors  $500 for each  committee
meeting attended in person and $250 for each meeting attended by telephone.

Company Stock Option Plan

     The Company has a stock  option plan (the  "Plan")  that  provided  for the
grant of options  to  purchase  up to  3,000,000  shares of common  stock of the
Company to certain key  employees of the Company and its  subsidiaries.  Options
granted  under the Plan may either be incentive  stock options  qualified  under
Section 422 of the Internal  Revenue Code of 1986, as amended,  or non-qualified
options.  Such options are exercisable at fair market value on the date of grant
for a period of up to ten years.  Under the Plan,  shares subject to options may
be purchased for cash, or for shares of common stock valued at fair market value
on the date of purchase.  Under the Plan, no  additional  options may be granted
after July 1, 2001.

     During 2001, the Company adopted the Hansen Natural  Corporation 2001 Stock
Option Plan ("2001 Option Plan"). The 2001 Option Plan provides for the grant of
options to purchase up to 2,000,000 shares of the common stock of the Company to
certain key employees of the Company and its subsidiaries. Options granted under
the 2001 Stock Option Plan may be incentive  stock  options under Section 422 of
the Internal Revenue Code, as amended (the "Code"),  nonqualified stock options,
or stock appreciation rights.

     The Plan and the 2001  Option  Plan are  administered  by the  Compensation
Committee of the Board of Directors of the Company,  comprised of directors  who
satisfy  the  "non-employee"  director  requirements  of Rule  16b-3  under  the
Securities  Exchange Act of 1934 and the "outside director" provision of Section
162(m) of the Code.  Grants  under  the Plan and the 2001  Option  Plan are made
pursuant to  individual  agreements  between the Company and each  grantee  that
specifies the terms of the grant, including the exercise price, exercise period,
vesting and other terms thereof.

     Pursuant  to the Plan,  Messrs.  Sacks  and  Schlosberg  were each  granted
options to purchase 75,000 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.  37,500  shares of Common Stock out of
the original grant remain eligible for exercise.

     In addition,  pursuant to the Plan, Messrs.  Sacks and Schlosberg have each
been granted options to purchase 100,000 shares of Common Stock,  which vests as
follows:  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,

                                       14


<PAGE>

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.

     Pursuant to the 2001 Option Plan,  Messrs.  Sacks and Schlosberg  have each
been granted options to purchase 150,000 shares of Common Stock,  which vests as
follows:  30,000 on July 12, 2003;  40,000 on July 12, 2004;  40,000 on July 12,
2005;  and  40,000  on July  12,  2006,  pursuant  to  individual  stock  option
agreements  each dated July 12,  2002  exercisable  for a ten-year  period at an
exercise price of $3.57 per share.

     In addition, pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg
have each been granted options to purchase 150,000 shares of Common Stock, which
vests as follows:  30,000 on January 1, 2004;  30,000 on January 1, 2005; 30,000
on January 1,  2006;  30,000 on January 1, 2007;  and 30,000 on January 1, 2008,
pursuant  to  individual  stock  option  agreements  each  dated  May  28,  2003
exercisable for a ten-year period at an exercise price of $4.20 per share.

Outside Directors Stock Option Plan

     The Company has an option plan for its outside  directors  (the  "Directors
Plan") that  provides for the grant of options to purchase up to an aggregate of
100,000  shares of common  stock of the Company to  directors of the Company who
are not and have not been employed by or acted as consultants to the Company and
its  subsidiaries  or affiliates  and who are not and have not been nominated to
the Board of Directors of the Company pursuant to a contractual arrangement.  On
the date of the annual meeting of stockholders at which an eligible  director is
initially  elected,  each  eligible  director  is entitled to receive a one-time
grant of an option to purchase  6,000 shares  (12,000  shares if the director is
serving on a committee of the Board) of the Company's  Common Stock  exercisable
at the closing  price for a share of common stock on the date of grant.  Options
become exercisable  one-third each on the first, second and third anniversary of
the date of grant;  provided  that all  options  owned by an  eligible  director
become  fully  and  immediately  exercisable  upon a change  in  control  of the
Company.  Options  granted  under  the  Directors  Plan  that are not  exercised
generally  expire ten years after the date of grant.  Option  grants may be made
under the Directors  Plan for ten years from the effective date of the Directors
Plan. The Directors  Plan is a "formula plan" so that a non-employee  director's
participation   in  the  Directors   Plan  does  not  affect  his  status  as  a
"disinterested  person" (as defined in Rule 16b-3 under the Securities  Exchange
Act of 1934).

     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.

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

                                       15


<PAGE>

statements and exhibits thereto filed or to be filed by the Company with the SEC
under the Securities Act of 1934, as amended, and the Securities Act of 1933, as
amended 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,  1010
Railroad Street, Corona, California 92882.

     Benjamin  M. Polk is a partner of Winston & Strawn LLP and was a partner of
its predecessors, Whitman, Breed, Abbott & Morgan, LLP and Whitman & Ransom, law
firms retained by the Company since 1992.

     Rodney C. Sacks is  currently  acting as the sole Trustee of a trust formed
pursuant to an Agreement of Trust dated July 27, 1992 for the purpose of holding
the Hansen's  (R)  trademark.  The Company and HBC have agreed to indemnify  Mr.
Sacks and hold him harmless  from any claims,  loss or liability  arising out of
his acting as Trustee.

     During 2002, the Company  purchased  promotional items from IFM Group, Inc.
("IFM"). Rodney C. Sacks, together with members of his family, own approximately
27% of the issued shares of IFM. Hilton H. Schlosberg,  together with members of
his family,  own approximately  43% of the issued shares of IFM.  Purchases from
IFM of  promotional  items in 2002,  2001 and 2000 were  $164,199,  $164,638 and
$115,520, respectively. The Company continues to purchase promotional items from
IFM Group, Inc. in 2003.

 
                                AUDIT COMMITTEE

     The  Board of  Directors  has  adopted  a  written  charter  for the  Audit
Committee.  The Board of Directors has determined  that the members of the Audit
Committee are "independent," as defined in the rules of the National Association
of Securities  Dealers relating to audit  committees,  meaning that they have no
relationship  to the  Company  that may  interfere  with the  exercise  of their
independence from management and the Company.

Report of the Audit Committee

     The  Audit   Committee   consists  of  three   independent   directors  (as
independence is defined by NASD Rule 4200(a)(14)). The Audit Committee appoints,
determines  funding  for,  oversees  and  evaluates  the auditor with respect to
accounting,  internal controls and other matters, and makes other decisions with
respect to audit and finance matters.  The Audit Committee also pre-approves the
retention of the auditors,  and the  auditor's  fees for all audit and non-audit
services  provided by the  auditor  and  determines  whether  the  provision  of
non-audit  services is  compatible  with  maintaining  the  independence  of the
auditor.  All  members of the Audit  Committee  are able to read and  understand
financial  statements and have experience in finance and accounting that provide
them with financial sophistication.

                                       16


<PAGE>

Duties and Responsibilities
 
     The Audit Committee  operates under a written charter approved by the Board
of Directors.  Pursuant to authority delegated by the Board of Directors and the
Audit  Committee's  written  charter,  the Audit Committee  assists the Board of
Directors in fulfilling its oversight responsibilities with respect to:

     o    the integrity of the Company's financial  statements;
     o    the  Company's  systems of  internal  controls  regarding  finance and
          accounting as established by management;
     o    the independent auditor's qualifications and independence;
     o    the performance by the Company's independent auditors;
     o    the Company's  auditing,  accounting and financial reporting processes
          generally; and
     o    compliance with the Company's  ethical  standards for senior financial
          officers and all personnel.
 
     In  fulfilling  its duties,  the Audit  Committee  maintains  free and open
communication with the Board, the independent auditors, financial management and
all employees.
          
     In connection  with these  responsibilities,  the Audit  Committee met with
management and Deloitte and Touche, LLP, the Company's independent  accountants,
to review and discuss the  Company's  audited  financial  statements.  The Audit
Committee also discussed with the independent  accountants the matters  required
by the Statement on Auditing  Standards No. 61  (Certification  of Statements on
Auditing  Standards),  as may be modified or  supplemented.  The Audit Committee
also  received  from Deloitte and Touche,  LLP the written  disclosures  and the
letter  required by  Independence  Standards  Board Standard No. 1 (Independence
Discussions with Audit  Committees) as may be modified or supplemented,  and has
discussed with Deloitte and Touche, LLP its independence.

     Based  on the  foregoing  reviews  and  discussions,  the  Audit  Committee
recommended to the Board of Directors that the audited  financial  statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002.

                                   Audit Committee
                                   ----------------------------
                                   Norman C. Epstein, Chairman
                                   Harold C. Taber, Jr.
                                   Mark S. Vidergauz

                                       17

<PAGE>

Principal Accounting Firm Fees

     Aggregate fees billed to the company for the years ended December 31, 2002,
and 2001 by the Company's principal  accounting firm, Deloitte & Touche LLP, the
member  firms of  Deloitte  Touche  Tohmatsu,  and their  respective  affiliates
(collectively, "Deloitte & Touche"):

                                                 Year ended December 31,
                                                 2002               2001
                                            ---------------    ---------------
    Audit Fees                                  $105,325           $ 86,591
    Audit-Related Fees  (1)                                           5,650
                                            ---------------    ---------------
    Total audit and audit-related fees           105,325             92,241
    Tax Fees (2)                                  15,679              7,500
    All other Fees
                                            ---------------    ---------------
         Total Fees (3)                         $120,004           $ 99,741
                                            ===============    ===============

1    Includes  fees paid during 2001 for  consultation  in  connection  with the
     Company's  adoption of EITF 01-9 "Accounting for  Consideration  Given by a
     Vendor to a Customer or Reseller of the Vendor's Products".

2    Tax fees consisted of fees for tax consultation services including advisory
     services for state tax analysis and tax audit assistance.

3    For year ended December 31, 2002, all of the services performed by Deloitte
     & Touche LLP have been pre-approved by the Audit Committee.

     The  Audit  Committee  has  considered  whether  Deloitte  &  Touche  LLP's
provision of the non-audit services covered above is compatible with maintaining
Deloitte & Touche LLP's independence and has determined that it is.


                                  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:  September 17, 2003


                                       18


<PAGE>
                                    PROXY FOR
                           HANSEN NATURAL CORPORATION

                       THE ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON OCTOBER 17, 2003

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned  stockholder of Hansen Natural  Corporation (the "Company")
hereby acknowledges  receipt of the Notice of Annual Meeting of Stockholders and
proxy  statement,  each dated  September 17, 2003, and hereby appoints Rodney C.
Sacks  and  Hilton  H.   Schlosberg,   or  either  of  them,   as  proxies   and
attorneys-in-fact,  each with the power to appoint his substitute, on behalf and
in the name of the  undersigned,  to  represent  the  undersigned  at the Annual
Meeting of  Stockholders  of the Company to be held on October 17, 2003,  and at
any  postponement  or  adjournments  thereof,  and to vote all the  stock of the
Company  that the  undersigned  would be entitled to vote as  designated  on the
reverse hereof if then and there personally present, on matters set forth in the
Notice  of  Annual  Meeting  of  Stockholders  and  proxy  statement.  In  their
discretion, such proxies are each authorized to vote upon such other business as
may properly come before such Annual Meeting of  Stockholders or any adjournment
or postponement thereof.

                  (Continued and to be signed on reverse side)


<PAGE>


    THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
                             AND "FOR" PROPOSAL 2.

        PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
           PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  X
                                                                    ---

1.   Proposal to elect six Directors:

____  FOR ALL NOMINEES

____  WITHHOLD AUTHORITY FOR ALL NOMINEES

____  FOR ALL EXCEPT (See instructions below)


NOMINEES:

____  Rodney C. Sacks

____  Hilton H. Schlosberg

____  Benjamin M. Polk

____  Norman C. Epstein

____  Harold C. Taber, Jr.

____  Mark S. Vidergauz


INSTRUCTION: To withhold authority to vote for any individual  nominee(s),  mark
     "FOR ALL EXCEPT"  and fill in the circle  next to each  nominee you wish to
     withhold, as shown here:   X
                              ----

2.   Proposal to ratify the  appointment of Deloitte & Touche LLP as independent
     auditors of Hansen  Natural  Corporation  for the year ending  December 31,
     2003.

                FOR             AGAINST         ABSTAIN

                ____             ____             ____

THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  ALL  PROPOSALS.

The shares represented in this proxy card will be voted as directed above.

IF NO DIRECTION IS GIVEN AND THE PROXY CARD IS VALIDLY EXECUTED, THE SHARES WILL
BE VOTED FOR ALL LISTED PROPOSALS.

PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.





To change the address on your account, please check the box at right and 
indicate your new address in the address space above.  Please note that
changes to the registered name(s) on the account may not be submitted via _____
this method.                                                              


Signature of Stockholder  ________________________________    Date  ___________


Signature of Stockholder  ________________________________    Date  ___________


Note:Please  sign  exactly  as your  name or names  appear on this  Proxy.  When
     shares are held jointly, each holder should sign. When signing as executor,
     administrator,  attorney,  trustee or  guardian,  please give full title as
     such. If the signer is a  corporation,  please sign full  corporate name by
     duly  authorized  officer,  giving  full  title as  such.  If  signer  is a
     partnership, please sign in partnership name by authorized person.