UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2006

Hansen Natural Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1010 Railroad Street

Corona, California 92882

(Address of principal executive offices and zip code)

(951) 739 - 6200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2006, Hansen Beverage Company (“HBC”), a Delaware corporation and a direct wholly owned subsidiary of Hansen Natural Corporation, entered into the Monster Beverages Off-Premise Distribution Coordination Agreement and the Allied Products Distribution Coordination Agreement (jointly, the “Agreements”) with Anheuser-Busch, Inc., a Missouri corporation (“AB”). Under the Agreements, select AB wholesalers will distribute and sell, in markets designated by HBC, HBC’s Monster Energy® and Lost® Energy™ brands non-alcoholic energy drinks, Rumba™ energy juice brand, an additional energy drink brand to be designated by the parties and additional products that may be agreed between the parties. A press release, a copy of which is furnished as Exhibit 99.1 hereto, was issued regarding these Agreements.

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2006, Hansen Natural Corporation (“Hansen”) issued a press release relating to its financial results for the first quarter ended March 31, 2006, a copy of which is furnished as Exhibit 99.2 hereto. The press release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of Hansen’s Quarterly Report on Form 10-Q.

On May 9, 2006, Hansen will conduct a conference call at 11:30 a.m. Pacific Time. The call will be open to interested investors through a live audio web broadcast via the internet at www.hansens.com and www.fulldisclosure.com. For those who are not able to listen to the live broadcast, the call will be archived for approximately one year on both websites.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.

Hansen Natural Corporation

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

Hilton H. Schlosberg

Vice Chairman of the Board of Directors,

President and Chief Financial Officer

Hilton H. Schlosberg

HANSEN NATURAL REPORTS

RECORD FIRST QUARTER SALES AND PROFITS

-- Net Sales Double, Net Income More Than Doubles --

Corona, CA – May 9, 2006 – Hansen Natural Corporation (NASDAQ:HANS) today reported record financial results, including sharp increases in sales and profits, for the first quarter ended March 31, 2006.

Gross sales for the first quarter increased 88.9 percent to $137.8 million from $73.0 million a year earlier. Net sales for the first quarter increased 99.5 percent to $119.7 million from $60.0 million a year ago. Operating income for the first quarter more than doubled to $34.8 million from $14.7 million a year ago. Net income for the first quarter also more than doubled to $21.1 million, or $0.84 per diluted share, from $8.8 million or $0.37 per diluted share last year.

The Company implemented Financial Accounting Standard No. 123 (revised 2004), Share-Based payments (FAS123R), in the first quarter of 2006. As a result, first quarter results are reported after $1.9 million of stock option related compensation expense, compared to nil stock option related compensation expense for the first quarter of 2005. The after-tax effect of stock option related compensation expense on net income was $0.05 per diluted share for the first quarter of 2006.

Rodney C. Sacks, chairman and chief executive officer, said the exceptional performance reflected record gross sales of Monster Energy® drinks, which were introduced in

(more)

Hansen Natural Corporation

2-2-2

April 2002, including our low carbohydrate (“lo-carb”) Monster Energy® drinks, which were introduced in 2003, sales of Monster Energy® Khaos™ energy drinks, which were introduced in August 2005, Monster Energy® Assault™ energy drinks, which were introduced in September 2004, increased sales by volume of Lost® Energy™ drinks, which were introduced in January 2004, as well as increased sales by volume of Hansen’s® apple juice and juice blends, sports drinks, Junior Juice® juice drinks and Rumba™ energy juice, which was introduced in December 2004.

The sales increase was partially offset primarily by decreased sales of Hansen’s® energy drinks, Joker Mad Energy™ drinks and Smoothies in cans.

Gross profit as a percentage of net sales for the quarter increased to 52.6 percent, from 50.5 percent for the comparable 2005 quarter. Operating expenses as a percentage of net sales decreased to 23.5 percent, from 26.0 percent in the previous year.

Hansen Natural Corporation markets and distributes Hansen’s® Natural Sodas, Signature Sodas, fruit juice Smoothies, Energy drinks, Energade® energy sports drinks, E₂0 Energy Water®, Sparkling Lemonades and Orangeades, multi-vitamin juice drinks in aseptic packaging, Junior Juice® juice, iced teas, lemonades and juice cocktails, apple juice and juice blends, Blue Sky® brand beverages, Monster Energy® brand energy drinks, Lost® Energy™ brand energy drinks, Joker Mad Energy™ and Rumba™ brand energy drinks and Fizzit™ brand Powdered drink mixes. Hansen’s can be found on the Web at www.hansens.com.

* Gross sales, although used internally by management as an indicator of operating performance, should not be considered as an alternative to net sales, which is determined in accordance with Generally Accepted Accounting Principles (“GAAP”), and should not be used alone as an indicator of operating performance in place of net sales. Additionally, gross sales may not be comparable to similarly titled measures used by other companies as gross sales has been defined by the Company’s internal reporting requirements.

Certain statements made in this announcement may constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the expectations of management with respect to revenues and profitability. Management cautions that these statements are qualified by their terms/or important factors, many of which are outside of the control of the company, that could cause actual results and events to differ materially from the statements made herein, including, but not limited to, the following: Changes in consumer preferences, changes in demand that are weather related, particularly in areas outside of California, competitive pricing and/or marketing pressures, activities and strategies of competitors, changes in the price and/or availability of raw materials for the company’s products, the availability of production and/or suitable facilities, the marketing efforts of the distributors of the company’s products, most of which distribute products that are competitive with the products of the company, the introduction of new products, as well as unilateral decisions that may be made by grocery and/or convenience chain stores, 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 and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. The Company’s actual results could differ materially from those contained in the forward looking statements. The Company assures no obligation to update any forward looking statements.

# # #

(tables below)

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited)

___________________________________________________________________

* Gross sales, although used internally by management as an indicator of operating performance, should not be considered as an alternative to net sales, which is determined in accordance with Generally Accepted Accounting Principles (“GAAP”), and should not be used alone as an indicator of operating performance in place of net sales. Additionally, gross sales may not be comparable to similarly titled measures used by other companies as gross sales has been defined by the Company’s internal reporting requirements.

**Although the expenditures described in this line item are determined in accordance with GAAP and meet GAAP requirements, the disclosure thereof does not conform with GAAP presentation requirements. Additionally, the presentation of promotional and other allowances may not be comparable to similar items presented by other companies. The presentation of promotional and other allowances facilitates an evaluation of the impact thereof on the determination of net sales and illustrates the spending levels incurred to secure such sales. Promotional and other allowances constitute a material portion of the marketing activities of the Company.

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2006 AND DECEMBER 31, 2005 (Unaudited)

__________________________________________________________________________