<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 91720


                         ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 18, 1998


                                                                    May 21, 1998



Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Hansen
Natural  Corporation to be held on Thursday,  June 18, 1998 at 3:00 p.m., at the
Board Room, Suite 101, 2380 Railroad Street, Corona, California 91720.

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 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 JUNE 18, 1998

TO THE STOCKHOLDERS:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Stockholders  of
Hansen Natural Corporation ("Hansen" or the "Company") will be held on Thursday,
June 18, 1998 at 3:00 p.m., at the Board Room,  Suite 101, 2380 Railroad Street,
Corona, California 91720, for the following purposes:

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

         2.       To ratify the  appointment of Deloitte & Touche as independent
                  auditors of the Company for the year ending December 31, 1998.

         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 accompanying this Notice.

         Only  stockholders  of record at the close of  business on May 18, 1998
are  entitled  to  notice  of and to vote  at the  meeting  and any  adjournment
thereof.

         All stockholders 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 is enclosed.

                                                     Sincerely,


                                                     Rodney C. Sacks
                                                     Chairman of the Board

Corona, California
M
ay 21, 1998

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 to be
held  Thursday,  June 18, 1998 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.  The Annual Meeting of Stockholders will be held
at the Board Room, Suite 101, 2380 Railroad Street, Corona, California 91720.

         These proxy solicitation materials are being mailed on or about May 21,
1998,  together with the Company's  1997 Annual Report to  Stockholders,  to all
stockholders entitled to vote at the meeting.

Record Date and Principal Stockholders

         Holders of record of Common  Stock at the close of  business on May 18,
1998 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,  9,143,349
shares of the Company's Common Stock were issued and outstanding.  The following
table sets forth,  as of the most recent  practical  date (May 18, 1998),  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)             714,490           7.8%

         Brandon Limited Partnership No.(2)           2,831,667          31.0%

         Rodney C. Sacks(3)                           4,021,157(4)       42.3%

         Hilton H. Schlosberg(5)                      3,971,157(6)       41.9%




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 91720.

4    Includes  87,500 shares of Common Stock owned by Mr.  Sacks.  Also includes
     714,490 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 200,000 shares of Common Stock
     exercisable at $1.75 per share granted pursuant to a Stock Option Agreement
     dated June 15, 1992 between the Company and Mr. Sacks;  options to purchase
     150,000  shares  of Common  Stock  exercisable  at $1.25 per share  granted
     pursuant to a Stock Option Agreement dated July 3, 1995 between the Company
     and Mr.  Sacks;  and  options to  purchase  37,500  shares of Common  Stock
     exercisable at $1.59 per share,  out of a total of 75,000  shares,  granted
     pursuant to a Stock  Option  Agreement  dated  January 30, 1998 between the
     Company and Mr. Sacks.

     Mr. Sacks disclaims  beneficial ownership of all shares deemed beneficially
     owned by him hereunder  except (i) 87,500 shares of Common Stock,  (ii) the
     387,500 shares  presently  issuable under separate Stock Option  Agreements
     dated June 15, 1992,  July 3, 1995 and January 30, 1998 between the Company
     and Mr. Sacks 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
     247,911  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 91720.

6    Includes  87,500  shares  of Common  Stock  owned by Mr.  Schlosberg.  Also
     includes  714,490  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 150,000 shares
     of Common Stock  exercisable at $1.75 per share granted pursuant to a Stock
     Option   Agreement  dated  June  15,  1992  between  the  Company  and  Mr.
     Schlosberg;  options to purchase 150,000 shares of Common Stock exercisable
     at $1.25 per share granted  pursuant to a Stock Option Agreement dated July
     3, 1995  between the Company  and Mr.  Schlosberg;  and options to purchase
     37,500  shares of Common  Stock  exercisable  at $1.59 per share,  out of a
     total of 75,000 shares,  granted pursuant to a Stock Option Agreement dated
     January 30, 1998 between the Company and Mr. Schlosberg.

     Mr.  Schlosberg   disclaims  beneficial  ownership  of  all  shares  deemed
     beneficially  owned by him  hereunder  except (i)  87,500  shares of Common
     Stock,  (ii) the 337,500  shares  presently  issuable  under separate Stock
     Option  Agreements  dated June 15, 1992,  July 3, 1995 and January 30, 1998
     between the Company and Mr. Schlosberg 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  Securities  Exchange Act of 1934 (the "34 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
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms that they file.



                                       2

<PAGE>

          To the Company's  knowledge,  based solely on review of copies of such
reports furnished to the Company during the fiscal year ended December 31, 1997,
all Section 16(a) filing  requirements  applicable  to the  Company's  officers,
directors and greater than ten percent  stockholders  were complied with, except
that Raimana  Martin,  a former  director of the Company,  failed to file timely
reports  with  respect to sales of Common Stock on the open market for the month
of January 1997.

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 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,  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 will
be held in June 1999.  Accordingly,  proposals  of  stockholders  of the Company
which are intended to be presented by such  stockholders  at next year's  Annual
Meeting  of  Stockholders  must be  received  by the  Company  by no later  than
February  28, 1999 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, five 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 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........................................  48           1990
   Hilton H. Schlosberg...................................  45           1990
   Benjamin M. Polk.......................................  47           1990
   Norman C. Epstein......................................  57           1992
   Harold C. Taber, Jr....................................  59           1992
   Mark S. Vidergauz......................................  45             -

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

         Mr. Sacks has been Chairman,  Chief Executive Officer and a director of
the Company from November 1990 to the present and Chief  Financial  Officer from
November 1990 to July 1996.  Member of the  Executive  Committee of the Board of
Directors of the Company  since  October  1992.  Chairman and director of Hansen
Beverage Company ("HBC") from June 1992 to the present.  Chief Executive Officer
of HBC since July 1997.

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

     Mr.  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



                                       4

<PAGE>

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.

         Mr.  Epstein  has been a  director  of the  Company  and  member of the
Compensation  Committee  of the Board of Directors  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.  Managing  Director of Cheval
Acceptances,  a mortgage finance company based in London,  England since January
1997. 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).

         Mr. Taber has been a director of the Company since July 1992. Member of
the  Executive  Committee  of the Board of  Directors  from October 1992 to June
1997. 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.

         Mr.  Vidergauz  is  currently  a managing  director  at the Los Angeles
office  of  ING  Barings,   a   diversified   financial   services   institution
headquartered  in the  Netherlands,  and is  head  of  their  Corporate  Finance
Advisory Group in North America. Prior to joining ING Barings 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 May 18, 1998 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                                 4,021,157  (1)           42.3%

Hilton H. Schlosberg                            3,971,157  (2)           41.9%

Harold C. Taber, Jr.                              174,581.7(3)            1.9%

Benjamin M. Polk                                   32,000  (4)              *%

Norman C. Epstein                                  27,000  (5)              *%

Officers and Directors as a group (5 members:
4,679,739 shares or 46.9% in aggregate)6
- -------------
*Less than 1%

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

1        Includes  87,500  shares  of  Common  Stock  owned by Mr.  Sacks.  Also
         includes 714,490 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  200,000
         shares of Common Stock  exercisable at $1.75 per share granted pursuant
         to a Stock Option Agreement dated June 15, 1992 between the Company and
         Mr.  Sacks;   options  to  purchase  150,000  shares  of  Common  Stock
         exercisable  at $1.25  per share  granted  pursuant  to a Stock  Option
         Agreement  dated July 3, 1995  between the Company and Mr.  Sacks;  and
         options to purchase 37,500 shares of Common Stock  exercisable at $1.59
         per share, out of a total of 75,000 shares, granted pursuant to a Stock
         Option  Agreement  dated  January 30, 1998  between the Company and Mr.
         Sacks.

         Mr.  Sacks  disclaims   beneficial   ownership  of  all  shares  deemed
         beneficially  owned by him hereunder except (i) 87,500 shares of Common
         Stock, (ii) the 387,500 shares presently  issuable under separate Stock
         Option  Agreements  dated June 15,  1992,  July 3, 1995 and January 30,
         1998  between  the Company  and Mr.  Sacks 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 247,911 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  87,500 shares of Common Stock owned by Mr.  Schlosberg.  Also
         includes 714,490 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
         150,000  shares of Common Stock  exercisable at $1.75 per share granted
         pursuant to a Stock  Option  Agreement  dated June 15, 1992 between the
         Company  and Mr.  Schlosberg;  options to  purchase  150,000  shares of
         Common Stock exercisable at $1.25 per share granted pursuant to a Stock
         Option  Agreement  dated  July 3,  1995  between  the  Company  and Mr.
         Schlosberg  ; and options to  purchase  37,500  shares of Common  Stock
         exercisable  at  $1.59  per  share,  out of a total of  75,000  shares,
         granted  pursuant to a Stock Option  Agreement  dated  January 30, 1998
         between the Company and Mr. Schlosberg.

                                       6

<PAGE>

         Mr.  Schlosberg  disclaims  beneficial  ownership of all shares  deemed
         beneficially  owned by him hereunder except (i) 87,500 shares of Common
         Stock, (ii) the 337,500 shares presently  issuable under separate Stock
         Option  Agreements  dated June 15,  1992,  July 3, 1995 and January 30,
         1998 between the Company and Mr. Schlosberg 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  74,581.7  shares of Common  Stock  owned by Mr.  Taber.  Also
         includes  presently  exercisable  options to purchase 100,000 shares of
         Common Stock at $1.38 per share  pursuant to a Stock  Option  Agreement
         dated as of June 20, 1997 between the Company and Mr. Taber.

4        Includes  20,000  shares of Common Stock  jointly owned by Mr. Polk and
         his wife.  Also  includes  presently  exercisable  options to  purchase
         12,000 shares of Common Stock at $1.38 per share  pursuant to an Option
         Agreement  dated as of June 30,  1995  between the Company and Mr. Polk
         granted pursuant to the Directors Plan.

5        Includes  15,000  shares  of  Common  Stock  registered  in the name of
         Optimal  Hedge  Limited,  a  nominee  for Mr.  Epstein.  Also  includes
         presently exercisable options to purchase 12,000 shares of Common Stock
         at $1.38 per share pursuant to an Option Agreement  between the Company
         and Mr.  Epstein  dated as of June 30,  1995  granted  pursuant  to the
         Directors Plan.

6        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  has  selected  Deloitte  &  Touche,  independent
auditors,  to audit the financial  statements of the Company for the year ending
December 31, 1998.  In the event of a negative  vote on such  ratification,  the
Board of Directors will reconsider its selection.

     Representatives  of Deloitte 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.

 
    THE 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 period
January 1, 1997 to  December  31,  1997.  Each of the then  incumbent  directors
attended such meetings.

     In April 1991, the Board of Directors established a Compensation  Committee
consisting of  non-employee  directors to administer the Company's  Stock Option
Plan ("the Plan").  Following the  resignation  of Benjamin M. Polk in September
1997, the Compensation  Committee  presently has one member,  Norman C. Epstein.
The  Compensation  Committee  did not hold any  meetings  during  the year ended
December 31, 1997.  Awards granted to date by the Committee have been authorized
by written consent.

     In October 1992, the Board of Directors  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,  1997.  Decisions  made by the  Executive
Committee  during the year ended  December 31, 1997 were  authorized  by written
consent.

     On  September  10,  1997,  the  Board  of  Directors  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, 1997.

Employment Agreements

         The Company entered into an employment agreement dated as of January 1,
1994 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
$170,000,  subject to  adjustments  annually,  plus an annual bonus in an amount
determined  at the  discretion  of the Board of  Directors  and  certain  fringe
benefits for the period commending January 1, 1994 and ending


                                       8

<PAGE>

December  31,  1998.  For 1994,  1995,  1996 and  1997,  Mr.  Sacks  agreed to a
temporary  reduction of his annual base salary to $160,000,  $150,000,  $135,000
and $160,000, respectively.

         The Company  also  entered  into an  employment  agreement  dated as of
January 1, 1994,  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  $170,000  starting  when he
commenced full-time employment,  subject to adjustment annually,  plus an annual
bonus in an amount to be determined by the Board of Directors and certain fringe
benefits for the period commencing January 1, 1994 and ending December 31, 1998.
From  commencement  of full-time  employment  during July 1995,  Mr.  Schlosberg
agreed to a temporary reduction of his annual base salary to $150,000.  For 1996
and 1997,  Mr.  Schlosberg  agreed to a temporary  reduction  of his annual base
salary to $127,500 and $158,030, respectively.

         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 common  stock  exercisable  until June 30,  1999 at $1.38 per
share.  Mr.  Taber  remains a director of the Company.  In  addition,  Mr. 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, 1993 and the  Company's  quarterly  report on Form 10-Q for the period ended
September 30, 1997.


Executive Compensation

     The following tables set forth for the fiscal year ended December 31, 1997,
certain  information  regarding  the  total  remuneration  paid  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 and
who received total cash  compensation  in excess of $100,000  during the period.
These amounts reflect total cash  compensation  earned by these individuals from
the Company  and its  subsidiaries  during the fiscal  years  December  31, 1995
through 1997.


                                       9

<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                               Long-Term Compensation
                                                     Annual Compensation (1)                  Awards(3)          Payouts(4)
- ---------------------------------------- ---------------------------------------------- ------------------- -------------------
<S>                          <C>         <C>            <C>          <C>                <C>                 <C>
                                                                           Other            Securities
                                                                          Annual            Underlying          All Other
    Name and Principal                      Salary        Bonus(2)   Compensation ($)    Options/SARs (#)   Compensation ($)(5)
         Positions              Year          ($)           ($)
- ---------------------------- ----------- -------------- ------------ ------------------ ------------------- -------------------
Rodney C. Sacks              1997        160,000                     12,302             --                  --
Chairman, CEO                1996        135,000                     10,293             --                  --
and Director                 1995        150,000                     9,665              150,000             --

- ---------------------------- ----------- -------------- ------------ ------------------ ------------------- -------------------
Hilton H. Schlosberg         1997        158,030                     5,572              --                  --
Vice-Chairman, CFO           1996        127,500                     5,358              --                  --
President, Secretary and     1995        82,500                      2,594              150,000             --
Director

- ---------------------------- ----------- -------------- ------------ ------------------ ------------------- -------------------
Harold C. Taber, Jr.         1997        112,104        5,200        34,200             100,000             1,325
Director                     1996        165,000                     19,299             --                  4,864
                             1995        200,000                     18,668             --                  4,194

- ---------------------------- ----------- -------------- ------------ ------------------ ------------------- -------------------
Mark J. Hall                 1997        116,250        40,000       6,327              120,000             --
Sr. Vice President
Distributor Division

- ---------------------------- ----------- -------------- ------------ ------------------ ------------------- -------------------
Kirk S. Blower               1997        102,850        10,000        7,468             --                  --
Sr. Vice President           1996        98,351                      12,119             --                  --
Juice Division               1995        98,360                       7,589             84,000              --
- ---------------------------- ----------- -------------- ------------ ------------------ ------------------- -------------------
</TABLE>


1 SALARY - Pursuant to his  employment  agreement,  Mr.  Sacks is entitled to an
annual  base  salary of  $170,000.  For 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.  For 1995, Mr. Sacks
agreed to a temporary reduction of his annual base salary to $150,000.

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 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.  For 1995,  Mr.
Schlosberg  agreed  to a  temporary  reduction  of his  annual  base  salary  to
$150,000.

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.  Pursuant to his previous
employment  agreement,  Mr.  Taber  was  entitled  to an annual  base  salary of
$170,000 and the payment of $30,000 per annum in lieu of a retirement plan. Also
included in Mr.  Taber's  compensation  for 1997 is $30,000  for amounts  earned
under the  Consulting  Agreement.  For 1996,  Mr.  Taber  agreed to a  temporary
reduction  of his annual base salary to  $135,000.  See  "Employment  Agreements
above".

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,  except for Mr.
Taber for 1996. Mr. Taber's  perquisites  include $11,606 for automobile related
expenses,  $3,934  for  health  insurance  covering  dependents  and  $3,759 for
disability insurance during 1996.

2 BONUS - Payments made in 1998 for bonus accrued in 1997.
3 RESTRICTED  STOCK  AWARDS - The Company  does not have a plan for  restricted
stock  awards.  
4 LTIP  PAYOUTS  - None  paid.  No  plan  in  place. 
5 ALL OTHER COMPENSATION - Includes amounts paid by the Company for premiums on
a life insurance policy insuring Mr.Taber.


                                       10

<PAGE>

                  OPTION/SAR EXERCISES AND FY-END VALUE TABLE (1)

<TABLE>
<CAPTION>
                                                               
                                                               Year-end Value of
                                                               In-the-money
                               Underlying Unexercised          Unexercised
                               Options/SARs                    Options/SARs
                               (# of shares)                   Exercisable/
            Name               Exercisable/Unexercisable       Unexercisable
- ------------------------------ -------------------------       -----------------
<S>                            <C>                             <C>
Rodney C. Sacks                350,000/0 (2)                   $96,875/$0

Hilton H. Schlosberg           300,000/0 (3)                   $93,750/$0

Harold C. Taber, Jr.           100,000/0 (4)                   $43,250/$0

Mark J. Hall                   0/120,000 (5)                   $0/$90,300

Kirk S. Blower                 84,000/0  (6)                   $36,330/$0

</TABLE>



             OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>      
<CAPTION>
                                                                                           Potential Realizable
                                                                                          Value at Assumed Annual
                                                                                            Rates of Stock Price
                                    Individual Grants                                    Appreciate for Option Term
- --------------------------------------------------------------------------------------------------------------------
                                              Percent of
                             Number of          Total
                            Securities       Options/SAR
                            underlying        Granted to
                            option/SARs      Employees in      Exercise     Expiration
          Name              Granted (#)          1997         Base Price       Date          5%            10%
- ------------------------- ---------------- ----------------- ------------- ------------- ------------ --------------
<S>                       <C>              <C>               <C>           <C>           <C>          <C>

Harold C. Taber, Jr.      100,000          21.25%            $1.38         6/30/99       --           --

Mark J. Hall              120,000          25.50%            $1.06         2/10/03       --           --

</TABLE>



1 There were no shares acquired upon exercise by any reporting executive officer
in 1997.

2 Includes  options to purchase  200,000  shares of Common Stock  exercisable at
$1.75 per share granted pursuant to a Stock Option Agreement dated June 15, 1992
between  the Company and Mr.  Sacks and  options to purchase  150,000  shares of
Common Stock  exercisable at $1.25 per share granted  pursuant to a Stock Option
Agreement dated July 3, 1995 between the Company and Mr. Sacks.

3 Includes  options to purchase  150,000  shares of Common Stock  exercisable at
$1.75 per share granted pursuant to a Stock Option Agreement dated June 15, 1992
between the Company and Mr. Schlosberg and options to purchase 150,000 shares of
Common Stock  exercisable at $1.25 per share granted  pursuant to a Stock Option
Agreement dated July 3, 1995 between the Company and Mr. Schlosberg.

4 Includes  options to purchase  100,000  shares of Common Stock  exercisable at
$1.38 per share granted pursuant to a Stock Option Agreement dated June 20, 1997
between the Company and Mr. Taber.

5 Includes options to purchase 120,000 share of Common Stock at $1.00 per share,
of which none are exercisable at December 31, 1997,  granted pursuant to a Stock
Option Agreement dated February 10, 1997 between the Company and Mr. Hall.

6 Includes options to purchase 84,000 share of Common Stock exercisable at $1.38
per share  granted  pursuant  to a Stock  Option  Agreement  dated June 30, 1995
between the Company and Mr. Blower.


                                       11

<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                 DEC93     DEC94     DEC95     DEC96     DEC97
- -------------------                ------    -----     -----     -----     -----
HANSEN NATURAL CORP                (40.84)   (28.57)   (63.36)   54.59     70.62
S & P SMALLCAP 600 INDEX            18.79    ( 4.77)    29.96    21.32     25.58
PEER GROUP                          63.07    (55.14)   (25.32)   52.09     33.97


                                INDEXED RETURNS
                                  Years Ending

                         Base
                         Period
COMPANY NAME/INDEX       DEC92     DEC93     DEC94     DEC95     DEC96     DEC97
- ------------------       -----     -----     -----     -----     -----     -----
HANSEN NATURAL CORP      100       59.16     42.26     15.48     23.94     40.84
S & P SMALLCAP 600 INDEX 100      118.79    113.12    147.01    178.35    223.98
PEER GROUP               100      163.07     73.15     54.63     83.08    111.31




1 Annual  return  assumes  reinvestment  of dividends.  Cumulative  total return
assumes an initial  investment  of $100 on  December  31,  1992.  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);  Bev-Tyme,  Inc.  (formerly New Day  Beverage,  Inc.)(which  began
trading in February 1993);  Saratoga Beverage Group (which began trading in June
1993);  and Cott  Corporation  (which  began  trading  in June  1992).  National
Beverage Corporation, Cable Car Beverage Corporation,  Clearly Canadian Beverage
Company,  Triarc Companies and Northland Cranberries,  which are also members of
the peer group, traded during the entire five-year period.



                                       12

<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 $6,000  plus $500 for each  meeting  attended of the
Board of Directors or any committee  thereof.  Benjamin Polk and Norman  Epstein
each earned  directors fees of $7,000 for the one-year period ended December 31,
1997. 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. will not receive any
additional compensation for serving as a director of the Company.

Company Stock Option Plan

     Pursuant  to the Plan,  Messrs.  Sacks  and  Schlosberg  have been  granted
options to purchase  200,000 and 150,000  shares of Common Stock,  respectively,
pursuant  to  individual  stock  option  agreements  each  dated  June 15,  1992
exercisable for a ten-year period at an exercise price of $1.75 per share.

     In addition,  pursuant to the Plan, Messrs.  Sacks and Schlosberg have each
been granted  options to purchase  150,000  shares of Common Stock,  pursuant to
individual  stock option  agreements  each dated July 3, 1995  exercisable for a
ten-year period at an exercise price of $1.25 per share.

     In addition,  pursuant to the Plan, Messrs.  Sacks and Schlosberg have each
been granted  options to purchase  75,000 shares of Common Stock,  each of which
vest in  increments  of 37,500 on January  30, 1998 and the balance of 37,500 on
January 30, 1999,  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.

Outside Directors Stock Option Plan

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

Other Option Grants

     As discussed above,  effective June 20, 1997, Taber's existing stock option
agreement  with the  Company  was  cancelled  and Taber was  granted  options to
purchase 100,000 shares of Common Stock exercisable until June 30, 1999 at $1.38
per share,  pursuant to the Replacement  Stock Option  Agreement.  These options
were not granted under the Plan or the Directors Plan.

     28,000 options have been exercised in 1998 through May 18, 1998.




                                       13

<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  91720 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.

     Harold C. Taber,  Jr., who is a director of the Company and a consultant to
HBC, is indebted to the Company in the amount of $47,415 as of May 18, 1998.

     Benjamin M. Polk is a partner of Whitman Breed Abbott & Morgan,  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 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: May 21, 1998



                                       14

<PAGE>


                  PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
                           HANSEN NATURAL CORPORATION
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 18, 1998


     The undersigned  hereby appoints Rodney C. Sacks and Hilton H.  Schlosberg,
or either of them,  with full power of substitution as proxyholders to represent
and to vote,  as  designated  on the  reverse  hereof,  the common  stock of the
undersigned at the Annual Meeting of  Stockholders  of the Company to be held on
June 18, 1998, and any adjournment thereof.


                       (Continued and to be signed on reverse side)

     /X/     Please mark your
             votes as in this
             example.



 The Board of Directors Recommends a Vote "For" All Proposals.

                                                  WITHHOLD
                   FOR all nominees               AUTHORITY
                   below at right              to vote for all nominees
                    (except as                 listed at right
                   instructed below)
                       /   /                        /    /

 1.   To elect six
      Directors


 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, strike through the name of the
 nominee(s) for whom authority is withheld.


                                                  FOR       AGAINST     ABSTAIN
2.To ratify the appointment of Deloitte &
   Touche as independent auditors.                /  /        /  /       /  /



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, IN THEIR
DISCRETION, THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.



SIGNATURE  _________________________      DATE __________________
 TITLE


SIGNATURE  _________________________      DATE __________________
 TITLE


     Important:  Sign exactly as your name appears above hereof. Give full title
of executor,  administrator,  trustee,  guardian,  etc. Joint owners should each
sign personally.