<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
                       2401 East Katella Avenue, Suite 650
                            Anaheim, California 92806


                         ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD NOVEMBER 14, 1997


                                                              October 14, 1997



Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Hansen
Natural Corporation to be held on Friday, November 14, 1997 at 2:30 p.m., at the
Board Room, Suite 650, 2401 East Katella Avenue, Anaheim, California 92806.

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 NOVEMBER 14, 1997

TO THE STOCKHOLDERS:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Stockholders  of
Hansen Natural Corporation (the "Company") will be held on Friday,  November 14,
1997 at 2:30 p.m.,  at the Board  Room,  Suite 650,  2401 East  Katella  Avenue,
Anaheim, California 92806, for the following purposes:

         1. To elect five 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, 1997.

         3. To approve  and adopt  certain  amendments  to the  Company's  Stock
            Option Plan.

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

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

         Only  stockholders  of record at the close of  business  on October 10,
1997 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

Anaheim, California
O
ctober 14, 1997

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
(the "Company") for use at the Annual Meeting of Stockholders to be held Friday,
November 14, 1997 at 2:30 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 650, 2401 East Katella Avenue, Anaheim, California 92806.

         These proxy solicitation materials are being mailed on or about October
14, 1997, together with the Company's 1996 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 October
10,  1997 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,
9,122,868 shares of the Company's Common Stock were issued and outstanding.  The
following  table sets forth,  as of the most recent  practical  date (October 3,
1997),  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)            714,490                  7.8%

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

Rodney C. Sacks (3)                           3,983,657 (4)             42.1%

Hilton H. Schlosberg (5)                      3,933,657 (6)             41.8%



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

(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.

<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 2401 East Katella Avenue,
         Suite 650, Anaheim, California 92806.

(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 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.

         Mr.  Sacks  disclaims   beneficial   ownership  of  all  shares  deemed
         beneficially  owned by him hereunder except (i) 87,500 shares of Common
         Stock, (ii) the 350,000 shares presently  issuable under separate Stock
         Option  Agreements  dated June 15,  1992 and July 3, 1995  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 2401 East Katella Avenue,
         Suite 650, Anaheim, California 92806.

(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  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.

         Mr.  Schlosberg  disclaims  beneficial  ownership of all shares  deemed
         beneficially  owned by him hereunder except (i) 87,500 shares of Common
         Stock, (ii) the 300,000 shares presently  issuable under separate Stock
         Option  Agreements  dated June 15,  1992 and July 3, 1995  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.



<PAGE>

          To the Company's  knowledge,  based solely on review of copies of such
reports  furnished to the Company during the two fiscal years ended December 31,
1996,  all  Section  16(a)  filing  requirements  applicable  to  the  Company's
officers,  directors  and greater than ten percent  stockholders  were  complied
with,  except with  respect to certain  reports  required to be filed by Raimana
Martin,  a former  director of the  Company,  and Norman C.  Epstein,  a current
director.  Mr.  Martin  failed to file timely  reports  with respect to sales of
Common Stock on the open market for the months of November and December 1995 and
for the  months  of  January,  February,  March  and  April  1996.  The  Company
understands that Mr. Martin has subsequently  filed reports for these months. In
addition,  the Company  understands  that Mr.  Martin has not filed reports with
respect to sales made in May,  June,  October,  November and December,  1996 and
January 1997.  Mr. Epstein was required to file reports for the months of August
and December  1995 because he was, at the time, a director of Combined  Holdings
Ltd.  ("Combined")  which  acquired  shares of common stock of the Company on or
about  those dates as a  distribution  of its  limited  partnership  interest in
Brandon No. 2. Mr.  Epstein  resigned as a director of Combined in October 1996.
The Company  understands that Mr. Epstein has subsequently filed the appropriate
reports.


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 adoption of the amendments to the Company's  Stock Option
Plan (the  "Plan"),  and the  ratification  of Deloitte & Touche as  independent
auditors shall be by the  affirmative  vote of the majority of the shares voting
on the proposal in person or by proxy at the Annual Meeting of Stockholders,  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 1998.  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, 1998 in order that they may be  considered  for  inclusion  in the
proxy statement and form of proxy relating to that meeting.



<PAGE>


                                                    PROPOSAL  ONE
                                               ELECTION  OF  DIRECTORS

NOMINEES

   A Board of five 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 five 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 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..............              47                   1990
Hilton H. Schlosberg.........              44                   1990
Benjamin M. Polk.............              46                   1990
Norman C. Epstein............              56                   1992
Harold C. Taber, Jr..........              58                   1992

   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, Chief Financial
Officer and director of the Company since November 1990; a member of the
Executive Committee of the Board of Directors of the Company since October 1992;
and Chairman and a director of the Company's wholly owned subsidiary, Hansen
Beverage Company("HBC") since June 1992.  Mr. Sacks resigned from his position
as Chief Financial Officer of the Company in July 1996, which office has been
assumed by Mr. Schlosberg.

          Mr.  Schlosberg has been Vice  Chairman,  President,  Chief  Operating
Officer,  Secretary, and a director of the Company since November 1990; a member
of the  Executive  Committee  of the Board of  Directors  of the  Company  since
October 1992; a member of the Audit Committee since September 10, 1997; and Vice
Chairman  and a director of HBC since July 1992.  In July 1996,  Mr.  Schlosberg
assumed the office of Chief Financial Officer,  which was previously held by Mr.
Sacks. In addition,  Mr. Schlosberg was a Director and/or Deputy Chairman of AAF
Industries PLC, a United Kingdom  publicly quoted  industrial  group,  from June
1990 until April 1995.

<PAGE>

          Mr.  Polk has been a director  of the  Company  since  November  1990;
Assistant  Secretary  of HBC since  October  1992;  a director of HBC since July
1992; a member of the Audit  Committee  since September 10, 1997 and a member of
the  Compensation  Committee of the Board of Directors of the Company from April
1991 until September 1997. In addition, Mr. Polk is a partner with Whitman Breed
Abbott & Morgan (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 a member of the
Compensation Committee of the Board of Directors of the Company since June 1992;
a member and  Chairman of the Audit  Committee  since  September  10, 1997 and a
director of HBC since July 1992. In addition,  Mr. Epstein has been the managing
director of Cheval  Acceptances  Limited from January  1997.  Mr.  Epstein was a
partner with Moore  Stephens,  International  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 and
President  and Chief  Executive  Officer and a director of HBC from July 1992 to
June 1997. On June 30, 1997,  Mr. Taber  resigned from his employment as well as
director,  President and Chief Executive Officer of HBC. In addition,  effective
June 30, 1997,  Mr.  Taber  resigned as a member of the  Executive  Committee on
which he served since October 1992.



SECURITY OWNERSHIP OF MANAGEMENT

   The following table sets forth information as to the beneficial  ownership of
shares of Common  Stock as at October 3, 1997 held by persons who are  directors
of the Company naming them, and as to directors and officers of the Company as a
group, without naming them.

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

Rodney C. Sacks                        3,983,657 (1)                   42.1%

Hilton H. Schlosberg                   3,933,657 (2)                   41.8%

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:
4,604,739 shares or 46.5% in aggregate)(6)
- ---------------

*Less than 1%

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

<PAGE>

(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 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.

         Mr.  Sacks  disclaims   beneficial   ownership  of  all  shares  deemed
         beneficially  owned by him hereunder except (i) 87,500 shares of Common
         Stock, (ii) the 350,000 shares presently  issuable under separate Stock
         Option  Agreements  dated June 15,  1992 and July 3, 1995  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  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.

         Mr.  Schlosberg  disclaims  beneficial  ownership of all shares  deemed
         beneficially  owned by him hereunder except (i) 87,500 shares of Common
         Stock, (ii) the 300,000 shares presently  issuable under separate Stock
         Option  Agreements  dated June 15,  1992 and July 3, 1995  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.

<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, 1997.  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.





                                 PROPOSAL THREE
                  AMENDMENTS TO THE HANSEN NATURAL CORPORATION
                               STOCK OPTION PLAN

     The  Executive  Committee  of the Board of  Directors  has adopted  certain
amendments to the Plan,  subject to approval by the  stockholders of the Company
at the  Annual  Meeting  of  Stockholders,  pursuant  to which the Plan would be
amended to (i)  increase the number of shares of Common Stock that may be issued
under the Plan from  1,500,000  to  2,000,000  and (ii) limit to 500,000  over a
60-month  period the number of shares of Common  Stock for which  options may be
awarded or issued to any  individual  participant in the Plan that is an officer
of the  Company.  The  amendments,  if  approved by the  stockholders,  would be
effective as of February 21, 1997, the date such  amendments were adopted by the
Executive Committee.

     The purpose of increasing the number of shares that may be issued  pursuant
to options  granted under the Plan from  1,500,000  (approximately  16.4% of the
currently  issued  shares) to 2,000,000  (approximately  21.9% of the  currently
issued  shares) is to permit the grant of a greater  number of stock  options to
the employees of the Company.  Management of the Company believes that awards of
stock options are an essential ingredient of compensation for key employees.

     The purpose of limiting the number of shares that may be issued to officers
of the Company is to enable  income  attributable  to such options to qualify as
performance-based  compensation.  As such,  it will be deductible by the Company
since it will be exempt from the $1 million limitation on deduction of executive
compensation  under  Section  162(m) of the Internal  Revenue  Code of 1986,  as
amended.  In order to qualify for the  exception,  no options will be granted to
any officer unless these proposed  amendments are approved by the  stockholders.
To the  extent  consistent  with  the  compensation  goals of the  Company,  the
Compensation  Committee  believes that  compensation  to its officers  should be
structured to permit deduction of such compensation by the Company.

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

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


<PAGE>

                                   MANAGEMENT

BOARD MEETINGS AND COMMITTEES

     The Board of Directors  of the Company held two meetings  during the period
January 1, 1996 to  December  31,  1996.  Each of the then  incumbent  directors
attended such  meetings,  other than Raimana  Martin,  who did not attend either
meeting in person but was available telephonically;  and Norman Epstein, who did
not attend one of the meetings, but was available telephonically.

     In April 1991, the Board of Directors established a Compensation  Committee
consisting  of  non-employee  directors to  administer  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 a meeting during the year ended  December 31, 1996.  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,  1996.  Decisions  made by the  Executive
Committee  during the year ended  December 31, 1996 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.

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  adjustment  annually,  plus an annual  bonus in an amount
determined  at the  discretion  of the Board of  Directors  and  certain  fringe
benefits for the period commencing January 1, 1994 and ending December 31, 1998.
For 1995, Mr. Sacks agreed to a temporary reduction of his annual base salary to
$150,000.  Beginning January 1, 1996, Mr. Sacks agreed to a temporary  reduction
of his annual base salary to $135,000.

     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 and  President,  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.  Beginning  January 1, 1996, Mr. Schlosberg agreed to a
temporary reduction of his annual base salary to $127,500.

<PAGE>

     Effective June 30, 1997, Mr. Taber  terminated his employment  with HBC and
simultaneously resigned as President and Chief Executive Officer of HBC and from
the Executive Committee of the Company. In connection with his resignation,  Mr.
Taber entered into a Severance  and  Consulting  Agreement  dated as of June 20,
1997 (the  "Consulting  Agreement")  with the  Company  for a term of two years,
which  provides  for  monthly  consulting  fees of $5,000,  payable in  arrears,
commencing July 1, 1997. In addition,  in connection with Mr. Taber's Consulting
Agreement,  the Stock  Option  Agreement  dated as of June 30, 1995  between the
Company  and Mr.  Taber was  cancelled  and  replaced  with a new  Stock  Option
Agreement dated as of June 20, 1997 (the "Replacement  Stock Option  Agreement")
between the parties.  Under the terms of this  agreement,  Mr. Taber was granted
options to purchase  100,000 shares of common stock  exercisable  until June 30,
1999 at $1.38 per share.

     In  addition,  under  the  terms  of  the  Consulting  Agreement,   Taber's
employment  agreement was terminated  effective  June 30, 1997,  other than with
respect to certain restrictive covenants, and 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  Taber's  employment
agreement  and amounts  payable  under the  Consulting  Agreement.  See "Certain
Relationships and Related Transactions."

     The preceding  descriptions of the employment  agreements for Messrs. Sacks
and Schlosberg  are qualified in their entirety by reference to such  agreements
which have 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.  The Company
intends  to file the  Consulting  Agreement  and the  Replacement  Stock  Option
Agreement as exhibits to its quarterly report on Form 10-Q for the period ending
September 30, 1997.


EXECUTIVE COMPENSATION

     The following tables set forth for the fiscal year ended December 31, 1996,
certain  information  regarding  the  total  remuneration  paid  and  grants  of
options/SARs  made to the  chief  executive  officer  and each of the  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  paid by the  Company  and its  subsidiaries  to these
individuals during the fiscal years December 31, 1994 through 1996.


<PAGE>

                           SUMMARY COMPENSATION TABLE
                        --------------------------------

<TABLE>
<CAPTION>

                                                                                          Long-Term Compensation
                                                   Annual Compensation (1)           Awards (2)          Payouts (3)
- -----------------------------------------------------------------------------------------------------------------------

                                                                     Other            Securities
                                                                    Annual            Underlying          All Other
          Name and                               Salary          Compensation        Options/SARs       Compensation
    Principal Positions           Year             ($)                ($)                (#)                 ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                <C>            <C>                  <C>

Rodney C. Sacks
Chairman, CEO and Director        1996               135,000           10,293             --                 --
                                  1995               150,000            9,665          150,000               --
                                  1994               160,000            8,350             --                 --



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



Harold C. Taber, Jr.              1996               165,000              19,299          --                4,864
Director; President of HBC        1995               200,000              18,668          --                4,194
                                  1994               200,000              20,424          --                4,000



James A. Vangelos                 1996               105,000               6,735          --                 --
Senior Vice-President of
Sales of HBC

</TABLE>


(1) SALARY - Pursuant to his employment  agreement,  Mr. Sacks is entitled to an
annual  base  salary of  $170,000.  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.  For 1994, Mr. Sacks
agreed to a temporary reduction of his annual base salary to $160,000.

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 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.

Pursuant to his  employment  agreement,  Mr. Taber is entitled to an annual base
salary of $170,000  and the payment of $30,000 per annum in lieu of a retirement
plan.  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 the years 1994 and 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;  $12,668 for  automobile  related
expenses,  $2,444  for  health  insurance  covering  dependents  and  $3,556 for
disability  insurance during 1995; and $11,687 for automobile  related expenses,
$5,325 for  health  insurance  covering  dependents  and  $3,412 for  disability
insurance during 1994.

BONUS - None paid.

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

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

ALL OTHER COMPENSATION - Includes amounts paid by the Company for premiums on a
life insurance policy insuring Mr.Taber.


<PAGE>


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



                                        Underlying               Year-end Value
                                        Unexercised              of In-the-money
                                       Options/SARs              Unexercised
                                       (# of shares)             Options/SARs
                                        Exercisable/             Exercisable/
Name                                   Unexercisable             Unexercisable
- --------------------------------  ---------------------------  ----------------

Rodney C. Sacks                        275,000/75,000 (2)               $0/$0

Hilton H. Schlosberg                   225,000/75,000 (3)               $0/$0

Harold C. Taber, Jr.                   220,478/35,072 (4)               $0/$0

James A. Vangelos                       15,000/60,000 (5)               $0/$0





                      OPTION/SAR GRANTS FOR THE YEAR ENDED DECEMBER 31, 1996
                   ----------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                Potential Realizable Value at
                                     Individual Grants                                          Assumed Annual Rates of Stock
                                                                                                Price Appreciation For Option
                                                                                                            Term
- ------------------------------------------------------------------------------------------------------------------------------


                                              Percent of
                             Number of          Total
                            Securities       Options/SARs
                            underlying        Granted to
                           options/SARs      Employees in      Exercise is      Expiration
          Name              Granted (#)          1996          Base Price          Date              5%               10%
- ------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>             <C>                <C>             <C>              <C>

None                            --                --               --               --               --               --

</TABLE>





(1) There were no shares  acquired  upon  exercise  by any  reporting  executive
officer in 1996.

(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 at $1.25 per share,  of which  75,000  shares are  exercisable  at
December 31, 1996,  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,  of which  75,000  shares  are
exercisable at December 31, 1996,  granted  pursuant to a Stock Option Agreement
dated July 3, 1995 between the Company and Mr.
Schlosberg.

<PAGE>

(4) Includes  options to purchase  75,550 shares of Common Stock  exercisable at
$3.88 per share pursuant to a Stock Option  agreement  dated July 27, 1992 (such
number of options are subject to decrease and such exercise  price is subject to
increase  pursuant to its terms, and which options expire on July 27, 1997), and
options to purchase  180,000  shares of Common  Stock  exercisable  at $1.38 per
share,  of which 144,928 shares are  exercisable  at December 31, 1996,  granted
pursuant to separate Stock Option  Agreements dated July 27, 1992 and as of June
30, 1995, respectively, between the Company and Mr. Taber.

(5) Includes  options to purchase  75,000 shares of Common Stock  exercisable at
$1.13 per share,  of which 15,000 shares are  exercisable  at December 31, 1996,
granted  pursuant to a Stock Option Agreement dated October 16, 1995 between the
Company and Mr. Vangelos.




<PAGE>

P
ERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total returns.(6)

                  [GRAPHIC OMITTED]


<TABLE>
<CAPTION>

                                             TOTAL SHAREHOLDER RETURNS - DIVIDENDS REINVESTED
                                           ----------------------------------------------------


                                                         ANNUAL RETURN PERCENTAGE
                                                               Years Ending
                                ---------------------------------------------------------------------------

COMPANY NAME/INDEX                 DEC 92         DEC 93          DEC 94         DEC 95         DEC 96
- ------------------------------- -------------- -------------- --------------- -------------- --------------
<S>                                <C>             <C>              <C>            <C>              <C>

HANSEN NATURAL CORP                     97.20        (40.84)         (28.57)        (63.36)          54.59
S & P SMALLCAP 600 INDEX                21.04         18.79           (4.77)         29.96           21.32
PEER GROUP                             (28.23)       (38.34)         (42.92)        (13.16)         151.46

</TABLE>



<TABLE>
<CAPTION>

                                                               INDEXED RETURNS
                                                                Years Ending
                                ------------------------------------------------------------------------------

COMPANY NAME/INDEX                DEC 91       DEC 92        DEC 93       DEC 94       DEC 95       DEC 96
- ------------------------------- ------------ ------------ ------------- ------------ ------------ ------------
<S>                                <C>           <C>           <C>         <C>           <C>          <C>

HANSEN NATURAL CORP                  100.00       197.20        116.67        83.33        30.53        47.20
S & P SMALLCAP 600 INDEX             100.00       121.04        143.78       136.92       177.94       215.88
PEER GROUP                           100.00        71.77         44.25        25.26        21.94        55.16

</TABLE>


(6) Annual return assumes  reinvestment  of dividends.  Cumulative  total return
assumes an initial  investment  of $100 on  December  31,  1991.  The  Company's
self-selected peer group is comprised of Atlantic Beverage Company,  Inc. (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);  National Beverage  Corporation  (which began trading in September 1991).
Cable Car Beverage Corporation and Clearly Canadian Beverage Company,  which are
also members of the peer group, traded during the entire five-year period.




<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
received  total  directors  fees of  $7,000  and  $6,500  respectively,  for the
one-year period ended December 31, 1996. See "Certain  Relationships and Related
Transactions"  below for  description  of  contractual  obligations  to nominate
certain of the 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,
each of which  vest in  increments  of 50,000 on the date of grant and  annually
beginning  January 1, 1993,  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,  each of which
vest in  increments  of 75,000 on January  1, 1996 and the  balance of 75,000 on
January 1, 1997,  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.


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.

     No options have been exercised in 1997 through October 10, 1997.




<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).
Copies of any such reports and  registration  statement or exhibits thereto will
be provided  upon  written  request  directed to the  Chairman,  Hansen  Natural
Corporation,  2401 East Katella Avenue, Suite 650, Anaheim, California 92806 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. ("HJI") and HBC, 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 HBC and HJI. The initial designee
of the Trust  nominated  to the Board was  Anthony F. Kane,  who  resigned  as a
director on June 21, 1993 due to personal time  constraints.  No other candidate
has subsequently been designated by the Trust.

     On September 15, 1992, $75,000 was loaned by the Company to Mr. Taber.
As of September 30, 1997, Mr. Taber owed the Company a total of $59,227 of
principal and interest with respect to such loan.

     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: October 14, 1997



<PAGE>

                                   APPENDIX A



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

                  RESOLVED,  that the Hansen  Natural  Corporation  Stock Option
         Plan (the  "Plan") be and it hereby is amended and  restated to provide
         that (i) the number of shares of Common Stock issuable upon exercise of
         options  granted  under the Plan shall be increased  from  1,500,000 to
         2,000,000 and (ii) the number of shares of Common Stock that (x) may be
         awarded under the Plan or (y) may be issued pursuant to the grant of an
         option under the Plan to any officer of the Company during any 60-month
         period shall not exceed 500,000;

and be it

                  FURTHER  RESOLVED,  that  the  Company  take  such  action  as
         necessary  or  appropriate  to give effect to the intent and purpose of
         the foregoing resolution.


Proposed Amendments to Hansen Natural Corporation Stock Option Plan.

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

          3.   Shares Subject to the Plan

                  The  aggregate  number of shares of Stock which may be awarded
         under  the  Plan or  subject  to  purchase  by  exercising  Options  is
         2,000,000 shares.

2. Adding a new paragraph (m) to the end of Section 4 of the Plan:

                  (m) No officer of the Corporation may be (x) awarded shares of
     Stock or (y) granted  Options during any  consecutive  60-month  period for
     more than  500,000  shares of Stock  (subject  to  adjustment  pursuant  to
     Section 10).


<PAGE>
                  PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
                           HANSEN NATURAL CORPORATION
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON NOVEMBER 14, 1997

     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
November 14, 1997, and any adjournment thereof.

                  (Continued and to be signed on reverse side)

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

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

                                      FOR all nominees           WITHHOLD
                                      listed at right          AUTHORITY to
                                      (except as           vote for all nominees
                                      instructed below)        listed at right
1.   To elect five Directors               /  /                   /   /

     Nominees: Rodney C. Sacks
               Hilton H. Schlosberg
               Benjamin M. Polk
               Norman C. Epstein
               Harold C. Taber, Jr.

     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.



                                             FOR       AGAINST        ABSTAIN
3.   To approve and adopt the amendments
     to the Hansen Natural Corporation       /  /      /  /           /  /
     Stock Option Plan.


     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.