SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

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


For the Quarterly Period Ended March 31, 1999    Commission file number 0-18761


                           HANSEN NATURAL CORPORATION
             (Exact name of Registrant as specified in its charter)


                               Delaware 39-1679918
                (State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)


                        2380 Railroad Street, Suite 101,
                            Corona, California 91720
               (Address of principal executive offices) (Zip Code)


                                (909) 739 - 6200
               Registrant's telephone number, including area code:




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                    Yes X No




               The registrant had 9,938,414 shares of common stock
                        outstanding as of April 30, 1999



<PAGE>




                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                 March 31, 1999

                                      INDEX



                                                                        Page No.


Part I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of March 31, 1999
                     and December 31, 1998                                   3

                  Consolidated Statements of Income for the
                     three-months ended March 31, 1999 and 1998              4

                  Consolidated Statements of Cash Flows for the
                     three-months ended March 31, 1999 and 1998              5

                  Notes to Consolidated Financial Statements                 6


Item 2.           Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                     7



Part II. OTHER INFORMATION


Items 1-5.        Not Applicable                                            16


Item 6.           Exhibits and Reports on Form 8-K                          16

                  Signatures                                                16

                  Exhibit Index                                             17




                                       2

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998 (Unaudited)
- --------------------------------------------------------------------------------

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

                                                                                         March 31,          December 31,
                                                                                           1999                  1998
                                                                                           ----                  ----
                                                 ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                          $        2,076,543     $       3,806,089
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $403,487
    in 1999 and $378,641 in 1998 and promotional allowances
    of $1,846,228 in 1999 and $1,608,123 in 1998)                                           3,156,781             1,827,544
Inventories, net                                                                            5,405,772             5,211,077
Prepaid expenses and other current assets                                                     341,551               244,318
                                                                                   -------------------    ------------------
                                                                                           10,980,647            11,089,028

PROPERTY AND EQUIPMENT, net                                                                   640,567               601,523

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $2,761,610 in 1999 and $2,687,462 in 1998)                                           9,929,269            10,003,417
Note receivable from director                                                                  10,587                20,861
Deposits and other assets                                                                     313,462               211,903
                                                                                   -------------------    ------------------
                                                                                           10,253,318            10,236,181
                                                                                   ===================    ==================
                                                                                   $       21,874,532     $      21,926,732
                                                                                   ===================    ==================

                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                   $        3,755,346     $       1,870,253
Accrued liabilities                                                                           328,291               403,864
Accrued compensation                                                                          181,404               476,001
Current portion of long-term debt                                                           1,111,525             2,072,818
Income taxes payable                                                                          200,310             1,269,185
                                                                                   -------------------    ------------------
                                                                                            5,576,876             6,092,121

LONG-TERM DEBT, less current portion                                                          693,684             1,334,967

DEFERRED INCOME TAX LIABILITY                                                                 707,836               557,461

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  9,938,414  and
    9,911,905 shares issued
    and outstanding in 1999 and 1998, respectively                                             49,692                49,560
Additional paid-in capital                                                                 11,228,333            11,207,765
Retained earnings                                                                           3,618,111             2,684,858
                                                                                   -------------------    ------------------
    Total shareholders' equity                                                             14,896,136            13,942,183
                                                                                   -------------------    ------------------
                                                                                   $       21,874,532     $      21,926,732
                                                                                   ===================    ==================


</TABLE>




                                       3

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                           <C>                               <C>
                                                                       1999                           1998
                                                                       ----                           ----


NET SALES                                                        $    15,229,104                $    11,264,856

COST OF SALES                                                          7,821,425                      5,613,428
                                                              -------------------                 -------------

GROSS PROFIT                                                           7,407,679                      5,651,428

OPERATING EXPENSES:
Selling, general and administrative                                    5,771,247                      4,278,486
Amortization of trademark license and trademarks                          74,148                         73,800
Other expenses                                                            15,000                         15,000
                                                              -------------------                 --------------

     Total operating expenses                                          5,860,395                      4,367,286
                                                              -------------------                 --------------
                                                                                                

OPERATING INCOME                                                       1,547,284                      1,284,142

NONOPERATING EXPENSE (INCOME):
Interest and financing expense                                            63,031                        109,936
Interest income                                                          (26,159)                        (1,103)
                                                              -------------------               ----------------

     Net nonoperating expense                                             36,872                        108,833

                                                              -------------------               ----------------
INCOME BEFORE PROVISION
     FOR INCOME TAXES                                                  1,510,412                      1,175,309

PROVISION FOR INCOME TAXES                                               601,500                        470,123
                                                              -------------------                 --------------
                                                                                              

NET INCOME                                                       $       908,912                $       705,186
                                                              ===================               ================

NET INCOME PER COMMON SHARE:
     Basic                                                   $             0.09             $             0.08
                                                              ===================               ================
     Diluted                                                 $             0.09             $             0.07
                                                              ===================               ================

NUMBER OF COMMON SHARES USED
     IN PER SHARE COMPUTATIONS:
     Basic                                                             9,924,933                      9,130,869
                                                              ===================               ================
     Diluted                                                          10,521,733                      9,740,264
                                                              ===================               ================



</TABLE>


                                       4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited)
- --------------------------------------------------------------------------------

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

                                                                                        1999                      1998
                                                                                        ----                      ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $         908,912          $         705,186
Adjustments to reconcile net income to
   net cash provided by operating activities:
   Amortization of trademark license and trademarks                                        74,148                     73,800
   Depreciation and other amortization                                                     64,226                     76,466
   Compensation expense related to issuance of stock options                               24,341
   Deferred income taxes                                                                  150,375
   Effect on cash of changes in operating assets and liabilities:
     Accounts receivable                                                               (1,329,237)                  (663,137)
     Inventories                                                                         (194,695)                   423,161
     Prepaid expenses and other current assets                                            (97,233)                    37,735
     Accounts payable                                                                   1,885,093                   (438,580)
     Accrued liabilities                                                                  (75,573)                  (127,150)
     Accrued compensation                                                                (294,597)                   (70,989)
     Income taxes payable                                                              (1,068,875)                   458,790
                                                                                ------------------         ------------------
       Net cash provided by operating activities                                           46,885                    475,282

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                       (103,270)                  (264,441)
Increase in trademark license and trademarks                                                                         (17,233)
Decrease in note receivable from director                                                  10,274                     10,872
Increase in deposits and other assets                                                    (101,559)                    (7,784)
                                                                                ------------------         ------------------
       Net cash used in investing activities                                             (194,555)                  (278,586)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt                                                   (1,602,576)                  (126,008)
Issuance of common stock                                                                   20,700
                                                                                ------------------         ------------------
       Net cash used in financing activities                                           (1,581,876)                  (126,008)

                                                                                ------------------         ------------------
NET (DECREASE) INCREASE IN CASH                                                        (1,729,546)                    70,688
CASH, beginning of period                                                               3,806,089                    395,231
                                                                                ==================         ==================
CASH, end of period                                                             $       2,076,543          $         465,919
                                                                                ==================         ==================

SUPPLEMENTAL INFORMATION Cash paid during the year for:
     Interest                                                                   $          75,252          $          96,544
                                                                                ==================         ==================
     Income taxes                                                               $       1,520,000          $           2,400
                                                                                ==================         ==================
</TABLE>


NONCASH TRANSACTIONS:
     During the  three-month  period  ended March 31, 1999,  the Company  issued
       11,509  shares of common  stock to  employees  in  connection  with a net
       exercise of options to purchase 15,800 shares of common stock.





                                       5

<PAGE>

HANSEN NATURAL CORPORATION

NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS FOR THE THREE-MONTHS ENDED MARCH 31,
1999 AND YEAR ENDED DECEMBER 31, 1998
- ------------------------------------------------------------------------------

         1.       BASIS OF PRESENTATION

         Reference is made to the Notes to Consolidated Financial Statements, in
         the Company's Form 10-K for the year ended December 31, 1998,  which is
         incorporated  by  reference,  for a  summary  of  significant  policies
         utilized by Hansen Natural Corporation  ("Hansen" or "Company") and its
         wholly-owned  subsidiaries,  Hansen  Beverage  Company  ("HBC") and CVI
         Ventures,  Inc. The  information  set forth in these interim  financial
         statements  is  unaudited  and  may  be  subject  to  normal   year-end
         adjustments.  The information  reflects all adjustments,  which include
         only normal recurring  adjustments,  which in the opinion of management
         are necessary to make the financial statements not misleading.  Results
         of operations  covered by this report may not necessarily be indicative
         of results of operations for the full fiscal year.

  2.              INVENTORIES

         Inventories consist of the following at:

                                           March 31,              December 31,
                                              1999                   1998
                                          -------------          -------------
           Raw materials                  $ 2,520,686             $ 1,815,040
           Finished goods                   3,155,646               3,664,270
                                          -------------          -------------
                                            5,676,332               5,479,310
           Less inventory reserve            (270,560)               (268,233)
                                          -------------          -------------
                                          $ 5,405,772             $ 5,211,077
                                          =============          =============


                                       6

<PAGE>


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

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

General

         During the three-months  ended March 31, 1999 the Company  continued to
make progress towards achieving its goal of expanding both the Hansen's(R) brand
product range and  distribution  of such  products  into new markets  outside of
California.  Sales of the  Company's  functional  drinks  continued  to  exhibit
strength and good repeat purchase by consumers. During the period concerned, the
Company introduced its new line of premium  Hansen's(R)  Signature Sodas. Higher
than  expected  sales of  Signature  Sodas  during the period bodes well for the
future prospects for this new line. In addition,  Southland  Corporation,  which
operates  and/or  franchises  more than 5,000 7-11 stores  throughout the United
States  and  Canada,  has  authorized  its 7-11  stores to sell the  Hansen's(R)
Signature Soda line.

         During the period concerned,  the Company participated in an aggressive
sampling  program in club  stores,  which  resulted in increased  marketing  and
promotional expenses.

         The  redesign  of the  graphics  for the  Company's  Natural  Sodas and
Smoothie  products in cans is  progressing  and should be  completed  during the
second  quarter of 1999.  The Company  anticipates  introducing  its new line of
premium  functional  Smoothies in cans during the second  quarter of 1999 and in
bottles later in the year.

         The  increase in net sales and  profitability  in the first  quarter of
1999 was primarily  attributable to the Signature Soda line which was introduced
during January 1999, the Company's  Healthy Start(TM) juice line and apple juice
blends,  as well as increased sales of the Company's energy and other functional
drinks in 8.2 oz. slim cans as compared to the comparable  period in 1998. Sales
of Natural  Sodas and  Smoothies  in cans and  bottles  were also  higher in the
period  concerned as compared to the comparable  period in 1998. The increase in
net sales was partially offset by decreased sales principally of apple juice and
teas, lemonades and juice cocktails.

         The Company  continues to incur  expenditures  in  connection  with the
development and introduction of new products and flavors.



                                       7

<PAGE>
Results of Operations for the Three-months  Ended March 31, 1999 Compared to the
Three-months Ended March 31, 1998

         Net Sales.  For the  three-months  ended March 31, 1999, net sales were
approximately  $15.2  million,  an increase of $4.0 million or 35.2% higher than
the $11.2  million  net sales for the  three-months  ended March 31,  1998.  The
increase in net sales was primarily  attributable  to sales of the Company's new
Signature  Soda line,  which was  introduced in the first  quarter of 1999,  the
Healthy  Start(TM) juice line, which was introduced during the second quarter of
1998,  power,  which was introduced in the fourth quarter of 1998, the Company's
apple juice blends,  which were  introduced in the second  quarter of 1998,  and
increased sales of the Company's energy and other  functional  drinks in 8.2 oz.
slim  cans,  Smoothies  in cans and  bottles,  and  Natural  Sodas in cans.  The
increase in net sales was partially  offset by decreased  sales  principally  of
apple juice and teas, lemonades and juice cocktails.

         Gross Profit.  Gross profit was $7.4 million for the three-months ended
March 31,  1999,  an  increase  of $1.8  million or 31.1%  higher  than the $5.7
million gross profit for the three-months  ended March 31, 1998. Gross profit as
a percentage of net sales  decreased to 48.6% for the  three-months  ended March
31, 1999 from 50.2% for the  three-months  ended March 31, 1998. The increase in
gross profit was primarily  attributable to increased net sales. The decrease in
gross profit as a percentage  of net sales was primarily  attributable  to lower
margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating  expenses were $5.9 million
for the three-months  ended March 31, 1999, an increase of $1.5 million or 34.2%
higher than total operating  expenses of $4.4 million for the three-months ended
March 31, 1998. Total operating expenses as a percentage of net sales were 38.5%
for the  three-months  ended March 31, 1999 which was  comparable  to  operating
expenses as a percentage of net sales of 38.8% for the three-months  ended March
31, 1998. The increase in total operating expenses was primarily attributable to
increased selling, general and administrative expenses.

         Selling,  general and administrative expenses were $5.8 million for the
three-months  ended March 31, 1999,  an increase of $1.5 million or 34.9% higher
than  selling,  general  and  administrative  expenses  of $4.3  million for the
three-months ended March 31, 1998. Selling,  general and administrative expenses
as a percentage of net sales was 37.9% for the three-months ended March 31, 1999
which was  comparable  to  selling,  general  and  administrative  expenses as a
percentage of net sales of 38.0% for the three-months  ended March 31, 1998. The
increase  in  selling  expenses  was  primarily  attributable  to  increases  in
distribution expenses in connection with sales made in areas outside California,
promotional allowances and materials,  and expenditures for sampling and product
demonstrations  primarily in connection  with the  introduction of new products.
The costs that were  incurred by the Company in sampling  the Healthy  Start(TM)
juice line in club stores during its introductory phase were unusually high. The
increase in general and  administrative  expenses was primarily  attributable to
increased  payroll and other costs in connection  with the  Company's  expansion
activities  into  additional  states and  operating  activities  to support  the
increase in net sales.



                                       8

<PAGE>
         Operating   Income.   Operating   income  was  $1.5   million  for  the
three-months  ended March 31, 1999, an increase of $263,000 or 20.5% higher than
operating  income of $1.3  million for the  three-months  ended March 31,  1998.
Operating  income  as a  percentage  of net  sales  decreased  to 10.2%  for the
three-months  ended March 31, 1999 from 11.4% in the comparable  period in 1998.
The increase in operating  income was attributable to a $1.8 million increase in
gross  profit  which was offset by an  increase  of $1.5  million  in  operating
expenses.  The  decrease in operating  income as a  percentage  of net sales was
primarily  attributable  to a decrease in gross  profit as a  percentage  of net
sales.

         Net Nonoperating  Expense. Net nonoperating expense was $37,000 for the
three-months ended March 31, 1999, a decrease of $72,000 or 66.1% lower than net
nonoperating  expense of $109,000 for the three-months ended March 31, 1998. Net
nonoperating  expense consists of interest and financing  expense,  and interest
income. Interest and financing expense for the three-months ended March 31, 1999
was $63,000 as compared to interest  and  financing  expense of $110,000 for the
three-months  ended March 31,  1998.  The  decrease in  interest  and  financing
expense was primarily  attributable  to lower interest  expense  incurred on the
Company's  long-term debt (including  current portion of long-term debt),  which
was substantially lower than the average  outstanding  long-term debt during the
comparable  period in 1998 and also due to the fact that no  financing  expenses
were incurred during 1999.  Interest income for the three-months ended March 31,
1999 was  $26,000 as  compared  to $1,000 for the  three-months  ended March 31,
1998. The increase in interest  income was primarily  attributable  to increased
cash invested in interest-bearing securities during the period.

         Provision  for  Income  Taxes.  Provision  for  income  taxes  for  the
three-months  ended March 31, 1999 was  $602,000  as compared to  provision  for
income  taxes of  $470,000  for the  comparable  period  in 1998.  The  $131,000
increase in provision for income taxes was primarily  attributable  to increased
operating income and decreased net nonoperating expense.

         Net Income.  Net income was $909,000 for the  three-months  ended March
31,  1999,  an increase of $204,000 or 28.9%  higher than net income of $705,000
for the  three-months  ended  March 31,  1998.  The  increase  in net income was
attributable  to an increase in  operating  income of $263,000 and a decrease in
nonoperating  expense of $72,000 that was offset by an increase in the provision
for income taxes of $131,000.

Liquidity and Capital Resources

         As of March 31,  1999,  the Company had working  capital of  $5,404,000
compared to working  capital of $4,997,000 as of December 31, 1998. The increase
in  working  capital  was  primarily  attributable  to net income  earned  after
adjustments for certain noncash  expenses,  primarily  amortization of trademark
license and trademarks, depreciation and other amortization, and deferred income
taxes.  The increase in working capital was partially  offset by repayments made
in reduction of HBC's term loan and increases in noncurrent assets.


                                       9

<PAGE>
         Net cash provided by operating  activities decreased to $47,000 for the
three-months  ended March 31, 1999 as compared to net cash provided by operating
activities of $475,000 for the  comparable  period in 1998.  The decrease in net
cash provided by operating activities was primarily  attributable to an increase
in net cash used in connection with operating  assets and liabilities  including
the acquisition of increased  inventories,  increases in accounts receivable and
the payment of income  taxes.  During the  three-months  ended March 31, 1999, a
portion of the  Company's  cash  reserves was also used for the  acquisition  of
property  and  equipment,  and to reduce  long-term  debt.  The  acquisition  of
increased  inventories  and  increases in accounts  receivable,  acquisition  of
property and equipment and repayment of the Company's long-term debt, as well as
HBC's acquisition and development plans are, and for the foreseeable future, are
expected to remain HBC's  principle  recurring  use of cash and working  capital
funds.

         Net cash used in  investing  activities  decreased  to $195,000 for the
three-months  ended March 31,  1999 as  compared  to net cash used in  investing
activities of $279,000 for the  comparable  period in 1998.  The decrease in net
cash used in  investing  activities  was  primarily  attributable  to  decreased
purchases  of  property  and  equipment  and  no  expenditure  was  incurred  in
connection with trademark license and trademarks.  The decrease in cash used was
partially offset by increases in deposits and other assets which include certain
graphic design expenses which are amortized over a number of years. Although the
Company  has no  current  plans  to incur  any  material  capital  expenditures,
management,  from time to time,  considers the acquisition of capital equipment,
particularly coolers,  merchandise display racks, vans and promotional vehicles,
and businesses compatible with the image of the Hansen's(R) brand as well as the
development  and  introduction  of new  product  lines.  The Company may require
additional  capital  resources in the event of any such  transaction,  depending
upon the cash requirements  relating thereto.  Any such transaction will also be
subject to the terms and restrictions of HBC's credit facilities.

         Net cash used in financing  activities  increased to $1,582,000 for the
three-months  ended March 31,  1999 as  compared  to net cash used in  financing
activities of $126,000 for the  comparable  period in 1998.  The increase in net
cash used in  financing  activities  was  primarily  attributable  to  increased
principal  payments  made in  reduction  of HBC's term loan.  Such  increase was
partially offset by cash received by the Company from the issuance of its common
stock.

         As of March 31, 1999,  approximately  $1,799,000 was outstanding  under
the term loan.

         HBC's  revolving  line of credit has been renewed by its bank until May
1, 2000.  The effective  borrowing  rate under the  revolving  line of credit is
prime plus 1/4%.  HBC  anticipates  that the  revolving  line of credit  will be
renewed when it expires on May 1, 2000; however,  there can be no assurance that
it will in fact be renewed or, if renewed,  that the terms of such  renewal will
not be disadvantageous to HBC and its business.



                                       10

<PAGE>
         Management  believes  that  cash  generated  from  operations  and  the
Company's cash  resources and amounts  available  under HBC's  revolving line of
credit,  will be  sufficient  to meet its  operating  cash  requirements  in the
foreseeable  future,  including  purchase  commitments  for raw materials,  debt
servicing,  expansion and development  needs as well as any purchases of capital
assets or equipment.

Year 2000 Compliance

         Many currently  installed  computer  systems and software  products are
coded to accept only two digit  entries in the date code field.  These date code
fields will need to accept four digit  entries or be modified in some fashion to
distinguish  twenty-first  century  dates from  twentieth  century  dates.  This
problem could force  computers to either  shut-down or provide  incorrect  data.
Incomplete  or  untimely  resolution  of Year  2000  issues by the  Company,  by
critically  important  suppliers,  co-packers  or customers of the Company could
have  a  material  adverse  impact  on the  Company's  business,  operations  or
financial condition in the future.

         The Company's Year 2000 compliance  efforts are ongoing and its overall
plan,  as well as the  consideration  of  contingency  plans,  will  continue to
evolve, as new information  becomes available.  While the Company anticipates no
major interruption of its business  activities,  this will be dependent in part,
upon the  ability  of third  parties  to be Year 2000  compliant.  Although  the
Company has  implemented  the  actions  described  below to address  third party
issues, it has no direct ability to influence  compliance  actions by such third
parties or to verify their  representations  that they are Year 2000  compliant.
The Company's  most  significant  potential  risk is the temporary  inability of
certain key suppliers to supply raw materials and/or key co-packers to pack some
of the Company's  products in certain  locations and/or certain of the Company's
major customers to order and pay on a timely basis,  should their systems not be
Year 2000 compliant by January 1, 2000.

         The  Company  is  in  the  process  of  investigating  its  information
technology  ("IT")  systems as well as its  non-information  technology  ("NIT")
systems.  Based upon such investigation,  the Company believes that the majority
of its IT and NIT systems are Year 2000 compliant. However, certain systems such
as the communication and voice mail system still require  remediation.  To date,
the  expenses  incurred by the  Company in order to become Year 2000  compliant,
including  computer  software  costs,  have been  approximately  $80,000 and the
current  estimated  cost to  complete  remediation  is  expected  not to  exceed
$45,000.  Such costs,  other than  software,  have been and will  continue to be
expensed as incurred.  Remediation and testing activities are well underway with
approximately  85% of the  Company's  systems  already  compliant.  The  Company
estimates that it will complete the required  remediation,  including testing of
all of its IT and NIT systems,  and be fully compliant,  by the end of the third
quarter of 1999.

                                       11

<PAGE>
         An assessment of Year 2000 compliance issues by third parties with whom
the  Company  has  relationships,   such  as  critically   important  suppliers,
co-packers,  customers,  banking institutions,  payroll processors and others is
ongoing. The Company has inquired and continues to inquire of such third parties
as to their  readiness  with respect to Year 2000  compliance  issues and has to
date received  indications from certain of them that their systems are compliant
or in the process of  remediation.  The Company will  continue to monitor  these
third  parties to  determine  the  possible  impact of their  non-compliance  or
otherwise  on the  business of the Company and the actions the Company can take,
if any,  in the  event of  non-compliance  by any of these  third  parties.  The
Company believes there are multiple vendors of many of the goods and services it
receives  from its  suppliers  and thus Year 2000  compliance  issue  risks with
respect to any particular supplier is mitigated by this factor. However, certain
flavors and ingredients used by the Company are unique to certain  suppliers and
the Company  does not have and may not be able to secure  alternative  suppliers
therefor or alternatively, alternative suppliers that are able to supply flavors
or ingredients  of the same or similar  quality and/or with the same and similar
taste.  The Company also is dependent on customers  for sales and for  cashflow.
Interruptions  in customers'  operations due to Year 2000 issues could result in
decreased revenue, increased inventory and cash flow reductions.

         Contingency plans for Year 2000 related interruptions will be developed
during 1999 where  necessary and possible and will  include,  but not be limited
to, the development of emergency back-up and recovery procedures, remediation of
existing  systems  parallel  with the  installation  of new  systems,  replacing
electronic  applications with manual processes,  identification  and securing of
alternative  suppliers and increasing raw material and finished goods  inventory
levels and alternative sales strategies.  All plans are expected to be completed
by the end of 1999.

         The Company's  plans,  which  continue to evolve,  including  estimated
costs and dates for completion of Year 2000 remediation,  are based in important
part on numerous assumptions about future events.  Certain of these assumptions,
involving key matters such as the availability of certain resources, third party
remediation plans and other factors,  involve inherent  uncertainties or are not
within the Company's control.  Given the numerous and significant  uncertainties
involved,  there can be no assurance  that these  estimates will be achieved and
therefore,  actual results could differ materially.  Specific factors that might
cause  material  differences  include,  but are not  limited  to, the ability to
identify  and  correct  all  relevant   computer   codes  and  imbedded   chips,
unanticipated  difficulties or delays in the implementation of project plans and
the ability of third parties to remediate their respective systems.



                                       12

<PAGE>
European Monetary Union

         Within  Europe,  The European  Economic and Monetary  Union (the "EMU")
introduced a new currency,  the euro, on January 1, 1999. The new currency is in
response to the EMU's policy of economic  convergence to harmonize trade policy,
eliminate  business costs  associated with currency  exchange and to promote the
free flow of capital, goods and services.

         On January 1, 1999,  the  participating  countries  adopted the euro as
their local  currency,  initially  available  for  currency  trading on currency
exchanges  and  noncash   transactions  such  as  banking.  The  existing  local
currencies,  or legacy  currencies,  will remain legal tender through January 1,
2002.  Beginning  on January 1, 2002,  euro-denominated  bills and coins will be
used for cash  transactions.  For a period of up to six  months  from this date,
both legacy  currencies and the euro will be legal tender.  On or before July 1,
2002,  the  participating  countries  will  withdraw all legacy  currencies  and
exclusively use the euro.

         The Company's transactions are recorded in U.S. Dollars and the Company
does not currently  anticipate future  transactions  being recorded in the euro.
Based on the lack of  transactions  recorded in the euro,  the Company  does not
believe  that the euro will have a material  effect on the  financial  position,
results of operations or cash flows of the Company. In addition, the Company has
not  incurred  and does not  expect  to incur  any  significant  costs  from the
continued  implementation of the euro,  including any currency risk, which could
materially  affect the  Company's  business,  financial  condition or results of
operations.

         The Company has not experienced any significant operational disruptions
to date and does not currently expect the continued  implementation  of the euro
to cause any significant operational disruptions.



                                       13

<PAGE>
Forward Looking Statements

         The Private Security Litigation Reform Act of 1995 (the "Act") provides
a safe  harbor  for  forward  looking  statements  made by or on  behalf  of the
Company. The Company and it's representatives may from time to time make written
or oral  forward  looking  statements,  including  statements  contained in this
report and other  filings with the  Securities  and Exchange  Commission  and in
reports to  shareholders  and  announcements.  Certain  statements  made in this
report,  including  certain  statements  made  in  management's  discussion  and
analysis,  may  constitute  forward  looking  statements  (within the meaning of
Section  27.A of the  Securities  Act 1933 as amended  and  Section  21.E of the
Securities  Exchange Act of 1934,  as amended)  regarding  the  expectations  of
management  with  respect to  revenues,  profitability,  adequacy  of funds from
operations and the Company's  existing credit facility,  among other things. All
statements  which address  operating  performance,  events or developments  that
management  expects or  anticipates  will or may occur in the  future  including
statements  related to new products,  volume  growth,  revenues,  profitability,
adequacy  of  funds  from  operations,  and/or  the  Company's  existing  credit
facility,  earnings per share growth,  statements  expressing  general  optimism
about future operating results and  non-historical  Year 2000  information,  are
forward looking statements within the meaning of the Act.

Management  cautions that these  statements  are qualified by their terms and/or
important  factors,  many of which are outside  the control of the Company  that
could cause actual results and events to differ  materially  from the statements
made including, but not limited to, the following:

 - Company's ability to generate sufficient cash flows to support capital
expansion plans and general operating activities;
 - Changes in consumer preferences;
 - Changes in demand that are weather related, particular in areas outside of
California;
 - Competitive products and pricing pressures and the Company's ability to
gain or maintain share of sales in the marketplace as a result of actions
by competitors;
 - The introduction of new products;
 - Laws and regulations, and/or any changes therein, including changes in
accounting standards, taxation requirements (including tax rate changes,
new tax laws and revised tax law interpretations) and environmental laws as
well as the Federal Food Drug and Cosmetic Act, the Dietary Supplement
Health and Education Act, and regulations made thereunder or in connection
therewith, especially those that may affect the way in which the Company's
products are marketed as well as laws and regulations or rules made or
enforced by the Food and Drug Administration;
 - Changes in the cost and availability of raw materials and the ability to
maintain favorable supply arrangements and relationships and procure timely
and/or adequate production of all or any of the Company's products;
 - The Company's ability to achieve earnings forecasts, which may be based on
projected volumes and sales of many product types and/or new products,
certain of which are more profitable than others. There can be no assurance
that the Company will achieve projected levels or mixes of product sales;

                                       14

<PAGE>
 - The Company's ability to penetrate new markets;
 - The marketing efforts of distributors of the Company's products, most of
which distribute products that are competitive with the products of the
Company;
 - Unilateral decisions by distributors, grocery chains, specialty chain
stores, club stores and other customers to discontinue carrying all or any
of the Company's products that they are carrying at any time;
 - The terms and/or availability of the Company's credit facilities and the
actions of it's creditors;
 - The effectiveness of the Company's advertising, marketing and promotional
programs;
 - Adverse weather conditions, which could reduce demand for the Company's
products;
 - The Company's customers', co-packers' and suppliers' ability to replace,
modify or upgrade computer programs in ways that adequately address Year 2000
issues; and
 - The Company's project plans, which continue to evolve, including estimated
costs and dates for completion of Year 2000 remediation, are based in
important part on numerous assumptions about future events. Certain of
these assumptions, involving key matters such as the availability of
certain resources, third party remediation plans and other factors, involve
inherent uncertainties or are not within the Company's control. Given the
numerous and significant uncertainties involved, there can be no assurance
that these estimates will be achieved and actual results could differ
materially. Specific factors that might cause material differences include,
but are not limited to, the inability to identify and correct all relevant
computer codes and imbedded chips, unanticipated difficulties or delays in
the implementation of project plans and the ability of third parties to
remediate their respective systems.

The foregoing list of important factors is not exhaustive.



Inflation

         The Company does not believe that inflation has a significant impact on
the Company's results of operations for the periods presented.



                                       15

<PAGE>



 
                          PART II - OTHER INFORMATION



         Items 1 - 5.     Not Applicable


         Item 6.          Exhibits and Reports on Form 8-K

                  (a)     Exhibits - See Exhibit Index

                  (b)     Reports on Form 8-K - None







                                   SIGNATURES


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

                                   HANSEN NATURAL CORPORATION
                                   Registrant


Date:   May 10, 1999               /s/ Rodney C. Sacks
                                   Chairman of the Board
                                   and Chief Executive Officer



Date:   May 10, 1999               /s/ Hilton H. Schlosberg
                                   Vice Chairman of the Board,
                                   President, Chief Operating Officer,
                                   Chief Financial Officer and Secretary



                                       16



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>


                                  EXHIBIT INDEX



Exhibit 27                   Financial Data Schedule

<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10Q FOR THE YEAR, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>                                                             
       
<S>                                                            <C>
<PERIOD-TYPE>                                                     3-MOS
<FISCAL-YEAR-END>                                           DEC-31-1999
<PERIOD-START>                                              JAN-01-1999      
<PERIOD-END>                                                MAR-31-1999                   
<CASH>                                                        2,076,543
<SECURITIES>                                                          0
<RECEIVABLES>                                                 5,406,496
<ALLOWANCES>                                                  2,249,715 
<INVENTORY>                                                   5,405,772
<CURRENT-ASSETS>                                             10,980,647 
<PP&E>                                                        1,508,824 
<DEPRECIATION>                                                  868,257
<TOTAL-ASSETS>                                               21,874,532 
<CURRENT-LIABILITIES>                                         5,576,876 
<BONDS>                                                               0
<PREFERRED-MANDATORY>                                                 0
<PREFERRED>                                                           0
<COMMON>                                                         49,692
<OTHER-SE>                                                   14,846,444
<TOTAL-LIABILITY-AND-EQUITY>                                 21,874,532
<SALES>                                                      15,229,104
<TOTAL-REVENUES>                                             15,255,263
<CGS>                                                         7,821,425
<TOTAL-COSTS>                                                 5,845,395
<OTHER-EXPENSES>                                                 15,000
<LOSS-PROVISION>                                                      0
<INTEREST-EXPENSE>                                               63,031
<INCOME-PRETAX>                                               1,510,412
<INCOME-TAX>                                                    601,500
<INCOME-CONTINUING>                                             908,912
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                    908,912
<EPS-PRIMARY>                                                       .09
<EPS-DILUTED>                                                       .09
        



</TABLE>