HANSEN NATURAL CORPORATION
                              1010 Railroad Street
                            Corona, California 92882


                         ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD NOVEMBER 5, 2004


                                                                 October 6, 2004



Dear Stockholder:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
Hansen Natural  Corporation  (the  "Company") to be held on Friday,  November 5,
2004 at 3:00 p.m.,  in the Boardroom at the  Company's  corporate  headquarters,
1010 Railroad Street, Corona, California 92882.

     In addition to the specific  matters to be voted on at the  meeting,  there
will be a report on the Company's  business and an opportunity for  stockholders
of the Company to ask  questions.  I hope that you will be able to join us. Your
vote is important to us and to our business.  I encourage you to sign and return
your  proxy  card,  so that your  shares  will be  represented  and voted at the
meeting even if you cannot attend.

                              Sincerely,



                              Rodney C. Sacks
                              Chairman of the Board




                           HANSEN NATURAL CORPORATION

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD NOVEMBER 5, 2004

TO THE STOCKHOLDERS OF THE COMPANY:

     NOTICE IS HEREBY GIVEN that the Annual  Meeting of  Stockholders  of Hansen
Natural Corporation ("Hansen" or the "Company") will be held on Friday, November
5, 2004 at 3:00 p.m., in the Company's Boardroom at its corporate  headquarters,
1010 Railroad Street, Corona, California 92882, for the following purposes:

     1.   To elect seven  directors  to serve  until the 2005 annual  meeting of
          stockholders of the Company.
     2.   To ratify  the  appointment  of  Deloitte  &  Touche,  LLP to serve as
          independent  auditors of the Company for the year ending  December 31,
          2004.
     3.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment thereof.

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

     Only  stockholders  of the  Company of record at the close of  business  on
September  18, 2004 are entitled to notice of and to vote at the meeting and any
adjournment thereof.

     We will make available a list of  stockholders  as of the close of business
on September 18, 2004, for  inspection by  stockholders  during normal  business
hours  from 9:00  a.m.  to 5:00 p.m.  on  November  5,  2004,  at the  Company's
principal place of business,  1010 Railroad Street,  Corona,  California  92882.
This list will also be  available to  stockholders  at the Annual  Meeting.  All
stockholders  of the  Company  are  cordially  invited to attend the  meeting in
person.  However, to assure your  representation at the Annual 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  Annual  Meeting or vote in
person if you attend the meeting.

     A copy of the  Company's  Annual Report to  Stockholders  of the Company is
enclosed.

                                         Sincerely,

                                         Rodney C. Sacks
                                         Chairman of the Board
Corona, California
October 6, 2004

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.



                           HANSEN NATURAL CORPORATION


               PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

     The enclosed  Proxy is solicited  on behalf of Hansen  Natural  Corporation
("Hansen" or the "Company") for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held Friday,  November 5, 2004 at 3:00 p.m.
local time, or at any adjournment thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders of the Company. The
Annual  Meeting will be held at the  Boardroom,  1010 Railroad  Street,  Corona,
California 92882.

     These proxy solicitation  materials are being mailed on or about October 6,
2004,  together with the Company's  2003 Annual  Report to  Stockholders  of the
Company, to all stockholders of the Company entitled to vote at the meeting.

Record Date and Principal Stockholders

     Holders of record of common stock at the close of business on September 18,
2004 are entitled to notice of and to vote at the meeting each share of which is
entitled to one vote. There are no other  outstanding  voting  securities of the
Company.  As of September 18, 2004,  10,883,582,  shares of the Company's common
stock were issued and  outstanding.  The following  table sets forth,  as of the
most recent practical date,  September 18, 2004, the beneficial ownership of the
Company's  common  stock  of  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)            497,822               4.4%

Brandon Limited Partnership No. 2 (2)          1,791,667              16.0%

Rodney C. Sacks (3)                            2,914,489 (4)          26.0%

Hilton H. Schlosberg (5)                       2,875,586 (6)          25.6%

James Douglas and Jean Douglas
Irrevocable Descendants' Trust (7)             1,053,561 (8)           9.4%

Fidelity Low Priced Stock Fund (9)               888,675               7.9%


1    The mailing address of Brandon Limited  Partnership No. 1 ("Brandon No. 1")
     is P.O. Box 124 St.  Peters Port,  Guernsey,  United  Kingdom.  The general
     partners of Brandon No. 1 are Rodney C. Sacks and Hilton H. Schlosberg.

                                       1


2    The mailing address of Brandon Limited  Partnership No. 2 ("Brandon No. 2")
     is P.O. Box 124 St.  Peters Port,  Guernsey,  United  Kingdom.  The general
     partners of Brandon No. 2 are Rodney C. Sacks and Hilton H. Schlosberg.

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

4    Includes 495,000 shares of common stock owned by Mr. Sacks;  497,822 shares
     beneficially  held by Brandon No. 1 because Mr. Sacks is one of Brandon No.
     1's general partners; and 1,791,667 shares beneficially held by Brandon No.
     2 because  Mr.  Sacks is one of Brandon  No.  2's  general  partners.  Also
     includes options presently exercisable to purchase 100,000 shares of common
     stock, out of options to purchase a total of 100,000 shares, exercisable at
     $4.25  per  share,  granted  pursuant  to a Stock  Option  Agreement  dated
     February 2, 1999 between the Company and Mr. Sacks;  and options  presently
     exercisable  to purchase  30,000 shares of common stock,  out of options to
     purchase a total of 150,000 shares, exercisable at $4.20 per share, granted
     pursuant to a Stock Option Agreement dated May 28, 2003 between the Company
     and Mr. Sacks.

     Mr. Sacks disclaims  beneficial ownership of all shares deemed beneficially
     owned by him hereunder except (i) 495,000 shares of common stock;  (ii) the
     130,000 shares presently exercisable under the Stock Option Agreements; and
     (iii)  165,046  shares  held by  Brandon  No. 1  allocable  to the  limited
     partnership  interests in Brandon No. 1 held by Mr. Sacks, his children,  a
     limited  partnership  of which Mr.  Sacks is the  general  partner  and his
     children  and he are the limited  partners,  and a trust for the benefit of
     his children.

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

6    Includes 456,097 shares of common stock owned by Mr.  Schlosberg,  of which
     2,000  shares are owned  jointly by Mr.  Schlosberg  and his wife;  497,822
     shares  beneficially held by Brandon No. 1 because Mr. Schlosberg is one of
     Brandon No. 1's general partners; and 1,791,667 shares beneficially held by
     Brandon  No. 2 because  Mr.  Schlosberg  is one of Brandon  No. 2's general
     partners.  Also includes options presently  exercisable to purchase 100,000
     shares of common  stock,  out of  options  to  purchase  a total of 100,000
     shares,  exercisable at $4.25 per share, granted pursuant to a Stock Option
     Agreement  dated  February 2, 1999 between the Company and Mr.  Schlosberg;
     and  options  presently  exercisable  to purchase  30,000  shares of common
     stock, out of options to purchase a total of 150,000 shares, exercisable at
     $4.20 per share, granted pursuant to a Stock Option Agreement dated May 28,
     2003 between the Company and Mr. Schlosberg.

     Mr.  Schlosberg   disclaims  beneficial  ownership  of  all  shares  deemed
     beneficially  owned by him  hereunder  except (i) 456,097  shares of common
     stock;  (ii) the 130,000 shares  presently  exercisable  under Stock Option
     Agreements; and (iii) 169,411 shares held by Brandon No. 1 allocable to the
     limited  partnership  interests in Brandon No 1 held by Mr.  Schlosberg and
     his children.

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

8    Includes  404,036  shares  of  common  stock  owned by Kevin  and  Michelle
     Douglas;  306,499  shares of common  stock owned by James and Jean  Douglas
     Irrevocable  Descendant's  Trust;  322,306  shares of common stock owned by
     Douglas  Family Trust;  and 20,720 shares of common stock owned by James E.
     Douglas,  III. Kevin and Michelle  Douglas,  Douglas Family Trust and James
     and Jean Douglas  Irrevocable  Descendants'  Trust and James E. Douglas III
     are deemed members of a group that shares voting and dispositive power over
     the shares.

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

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act") requires the Company's  directors and executive  officers,  and
persons who own more than ten  percent of a  registered  class of the  Company's
equity  securities  to file by  specific  dates  with  the  Securities  Exchange
Commission  (the "SEC")  initial  reports of ownership and reports of changes in
ownership of equity securities of the Company. Executive officers, directors and
greater than ten percent  stockholders are required by SEC regulation to furnish
the Company with copies of all Section  16(a) forms that they file.  The Company
is required to report in this proxy  statement  any failure of its directors and
executive  officers  and greater  than ten percent  stockholders  to file by the
relevant  due date any of these  reports  during the most recent  fiscal year or
prior fiscal years.

                                       2


     To the  Company's  knowledge,  based  solely  on  review  of copies of such
reports  furnished to the Company  during the year ended  December 31, 2003, all
Section  16(a)  filing  requirements   applicable  to  the  Company's  executive
officers,  directors  and greater than ten percent  stockholders  were  complied
with,  except that Form 4's in respect of sales of the Company's  stock required
to be filed by each of Mark Hall and Kirk Blower were inadvertently  filed late.
The respective transactions were subsequently filed on Form 5's.

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 of
          common stock  entitled to vote in the election at the Annual  Meeting;
          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,

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 will be held in
October  of 2005.  Pursuant  to Rule 14a-8 of the  Exchange  Act,  proposals  of
stockholders  of  the  Company  which  are  intended  to be  presented  by  such
stockholders at next year's Annual Meeting must be received by the Company by no
later than May 16, 2005 in order to be  considered  for  inclusion  in the proxy
statement  and  form of  proxy  relating  to  that  meeting.  Additionally,  any
stockholder  proposal for the 2005 Annual Meeting that is submitted  outside the
processes  of Rule  14a-8  will be  considered  untimely  for  purposes  of Rule
14a-4(c)(1)  of the  Exchange  Act if it is not  submitted  to the Company on or
before  August 4,  2005.  Proxies  for that  meeting  may  confer  discretionary
authority to vote on any untimely  proposal without express  discretion from the
stockholders giving the proxies.

                                       3


                                  PROPOSAL ONE
                             ELECTION OF DIRECTORS

Nominees

     The Company's  Board of Directors  (the "Board") is currently  comprised of
seven  members,  each of whom is to be  elected at the  Annual  Meeting.  Unless
otherwise  instructed,  the proxy holders will vote the proxies received by them
for  the  Company's  seven  nominees  named  below,  all of whom  are  presently
directors of the Company. In the event that any nominee is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee designated by the present Board to fill the vacancy. The Company
is not aware of any nominee who will be unable or expects to decline to serve as
a  director.  The term of office  of each  person  elected  as a  director  will
continue until the next Annual Meeting or until a successor has been elected and
qualified.

     The names of the nominees, and certain biographical information about them,
are set forth below.

        Name                    Age                     Position
- --------------------          --------    ---------------------------------

Rodney C. Sacks (1)              54       Chairman of the Board of Directors
                                            and Chief Executive Office
Hilton H. Schlosberg (1)         51       Vice Chairman of the Board of
                                            Directors, Chief Financial
                                            Officer, Chief Operating Officer
                                            and Secretary
Benjamin M. Polk                 53       Director
Norman C. Epstein (2),(3),(4)    63       Director
Harold C. Taber, Jr. (2),(4)     65       Director
Mark S. Vidergauz (3)            51       Director
Sydney Selati (2)                66       Director

1  Member of the Executive Committee of the  Board of Directors
2  Member of the Audit Committee of the Board of Directors
3  Member of the Compensation Committee of the Board of Directors
4  Member of the Nominating Committee of the Board of Directors

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

     Rodney C. Sacks has been Chairman of the Board, Chief Executive Officer and
director of the Company since  November 1990. Mr. Sacks has been a member of the
Executive  Committee of the Board of Directors of the Company since October 1992
and  Chairman  and a  director  of  Hansen  Beverage  Company,  a  wholly  owned
subsidiary of the Company ("HBC"), from June 1992 to the present.

                                       4


     Hilton H.  Schlosberg  has been Vice  Chairman  of the Board of  Directors,
President,  Chief Operating  Officer,  Secretary,  and a director of the Company
since November 1990 and Chief Financial  Officer of the Company since July 1996.
Mr.  Schlosberg has been a member of the Executive  Committee of the Board since
October  1992 and Vice  Chairman  of the  Board of  Directors,  Secretary  and a
director of HBC from July 1992 to the present.

     Benjamin M. Polk has been a director of the Company since November 1990 and
Assistant  Secretary  and a director  of HBC since  October  1992 and July 1992,
respectively.  Mr. Polk has been a partner at Schulte Roth & Zabel LLP since May
2004 prior to which,  beginning in August 1976,  he was employed as an associate
and later became a partner at Winston & Strawn LLP (New York,  New York) and its
predecessors, Whitman Breed Abbott & Morgan, LLP and Whitman & Ransom.

     Norman C.  Epstein  has been a director  of the  Company  and member of the
Compensation Committee of the Board since June 1992 and since September 1997 has
been a member  and  Chairman  of the  Audit  Committee  of the  Board  and since
September  2004 has been a member of the Nominating  Committee.  Mr. Epstein has
been a director  of HBC since  July 1992.  Mr.  Epstein  has been a director  of
Integrated  Asset  Management  Limited,  a company  listed on the  London  Stock
Exchange,  since June 1998. Mr. Epstein currently is and has since 1997 been the
managing  director of Cheval  Acceptances,  a mortgage  finance company based in
London,  England  and from  1974 to  December  1996  was a  partner  with  Moore
Stephens,  an international  accounting firm (senior partner  beginning 1989 and
the managing partner of Moore Stephens, New York from 1993 until 1995).

     Harold C. Taber,  Jr. has been a director of the Company since July 1992, a
member of the Audit  Committee of the Board since April 2000 and a member of the
Nominating  Committee  since  September  2004. Mr. Taber was President and Chief
Executive  Officer  and a  director  of HBC  from  July  1992 to June  1997.  In
addition, Mr. Taber was a consultant for The Joseph Company from October 1997 to
March  1999 and for  Costa  Macaroni  Manufacturing  Company  from  July 2000 to
January  2002.  Mr. Taber has been a director of  Mentoring at Biola  University
since July 2002.

     Mark S.  Vidergauz  has been a director  of the  Company  and member of the
Compensation  Committee of the Board since June 1998. Mr. Vidergauz was a member
of the Audit  Committee of the Board from April 2000 to May 2004. Mr.  Vidergauz
currently is and has been Chief Executive Officer of Sage Group, LLC since April
2000 and was managing  director and head of the Los Angeles office of ING Baring
Furman Selz LLC, a diversified  financial services institution  headquartered in
the Netherlands from April 1995 to April 2000.

     Sydney  Selati has been a director  of the  Company and member of the Audit
Committee of the Board since  September  2004. Mr. Selati has been a director of
Barbeques  Galore Ltd. since July 1997 and Chairman of the Board of Directors of
Galore USA since May 1988. Mr. Selati was president of Sussex Group Limited from
1984 to 1988.

THE BOARD OF DIRECTORS  RECOMMENDS THAT  STOCKHOLDERS VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.

                                       5


Security Ownership of Management

     The following table sets forth  information as to the beneficial  ownership
of  shares of common  stock of the  Company  as at  September  18,  2004 held by
persons who are directors  and/or officers of the Company,  naming each of them,
and as to directors and officers of the Company as a group, without naming them.

                                      Amount and Nature                Percent
Name of Beneficial Owner*            of Beneficial Owner               of Class
- -------------------------            -------------------              ---------
Rodney C. Sacks                           2,914,489 (1)                  26.0%
Hilton H. Schlosberg                      2,875,586 (2)                  25.6%
Mark J. Hall                                 27,000 (3)                    **%
Harold C. Taber, Jr.                         36,182 (4)                    **%
Michael Schott                               24,384 (5)                    **%
Mark S. Vidergauz                            12,000                        **%
Kirk S. Blower                               11,801 (6)                    **%
Norman C. Epstein                              -                           **%
Thomas J. Kelly                                -                           **%
Benjamin Polk                                  -                           **%
Sydney Selati                                  -                           **%

Officers  and  Directors as a group (11  members:  3,611,953  shares or 32.2% in
aggregate)
_____________
*Except as noted  otherwise,  the address for each of the named  stockholders is
     1010 Railroad Street, Corona, California 92882.
**Less than 1%

1    Includes 495,000 shares of common stock owned by Mr. Sacks;  497,822 shares
     beneficially  held by Brandon No. 1 because Mr. Sacks is one of Brandon No.
     1's general partners; and 1,791,667 shares beneficially held by Brandon No.
     2 because  Mr.  Sacks is one of Brandon  No.  2's  general  partners.  Also
     includes options presently exercisable to purchase 100,000 shares of common
     stock,  exercisable at $4.25 per share,  granted pursuant to a Stock Option
     Agreement  dated  February 2, 1999 between the Company and Mr.  Sacks;  and
     options  presently  exercisable to purchase  30,000 shares of common stock,
     out of options to purchase a total of 150,000 shares,  exercisable at $4.20
     per share,  granted pursuant to a Stock Option Agreement dated May 28, 2003
     between the Company and Mr. Sacks.

     Mr. Sacks disclaims  beneficial ownership of all shares deemed beneficially
     owned by him hereunder except (i) 495,000 shares of common stock;  (ii) the
     130,000 shares presently exercisable under the Stock Option Agreements; and
     (iii)  165,046  share  held by  Brandon  No.  1  allocable  to the  limited
     partnership  interests in Brandon No. 1 held by Mr. Sacks, his children,  a
     limited  partnership  of which Mr.  Sacks is the  general  partner  and his
     children  and he are the limited  partners,  and a trust for the benefit of
     his children.

2    Includes  456,097  shares of common stock owned by Mr.  Schlosberg of which
     2,000  shares are owned  jointly by Mr.  Schlosberg  and his wife;  497,822
     shares  beneficially held by Brandon No. 1 because Mr. Schlosberg is one of
     Brandon No. 1's general partners; and 1,791,667 shares beneficially held by
     Brandon  No. 2 because  Mr.  Schlosberg  is one of Brandon  No. 2's general
     partners.  Also includes options presently  exercisable to purchase 100,000
     shares of common stock exercisable at $4.25 per share,  granted pursuant to
     a Stock Option Agreement dated February 2, 1999 between the Company and Mr.
     Schlosberg;  and options presently exercisable to purchase 30,000 shares of
     common  stock,  out of  options  to  purchase  a total of  150,000  shares,
     exercisable  at  $4.20  per  share,  granted  pursuant  to a  Stock  Option
     Agreement dated May 28, 2003 between the Company and Mr. Schlosberg.

     Mr.  Schlosberg   disclaims  beneficial  ownership  of  all  shares  deemed
     beneficially  owned by him  hereunder  except (i) 456,097  shares of common
     stock;  (ii) the 130,000 shares  presently  exercisable  under Stock Option
     Agreements; and (iii)

                                       6


     169,411  shares held by Brandon No. 1 allocable to the limited  partnership
     interests in Brandon No. 1 held by Mr. Schlosberg and his children.

3    Includes  27,000  shares of common stock owned  jointly by Mr. Hall and his
     wife.

4    Includes 36,181.7 shares of common stock owned by the Taber Family Trust of
     which Mr. Taber and his wife are trustees.

5    Includes  18,384 shares of common stock owned by Mr. Schott.  Also includes
     options presently exercisable to purchase 6,000 shares of common stock, out
     of options to purchase a total of 72,000  shares,  exercisable at $3.85 per
     share,  granted  pursuant to a Stock Option  Agreement dated August 9, 2002
     between the Company and Mr. Schott.

6    Includes  6,801 shares of common stock owned by Mr.  Blower.  Also includes
     options presently exercisable to purchase 5,000 shares of common stock, out
     of options to purchase a total of 12,500  shares,  exercisable at $3.57 per
     share,  granted  pursuant to a Stock Option  Agreement  dated July 12, 2002
     between the Company and Mr. Blower.


                                  PROPOSAL TWO
              RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Audit  Committee  of the Board has  appointed  Deloitte & Touche,  LLP,
independent  auditors,  to audit the financial statements of the Company for the
fiscal year ending  December 31, 2004.  In the event of a negative  vote on such
ratification,  the Audit Committee of the Board of Directors will reconsider its
selection.

     Representatives of Deloitte & Touche, LLP are expected to be present at the
meeting  with the  opportunity  to make a statement if they desire to do so, and
are  expected  to  be  available  to  respond  to  appropriate   questions  from
stockholders of the Company.

THE BOARD OF DIRECTORS  RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"  RATIFICATION OF
DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.

                                   MANAGEMENT

Board Meetings and Committees

     The Board held two meetings during the fiscal year ended December 31, 2003.
All directors  attended both  meetings,  with the exception of Benjamin Polk who
attended one meeting and Sydney Selati who was not  appointed as director  until
September 2004.

     The Audit  Committee,  which was composed  during the 2003 calendar year of
Norman C. Epstein (Chairman),  Harold C. Taber, Jr. and Mark S. Vidergauz,  held
five  meetings  during  the fiscal  year  ended  December  31,  2003.  The Audit
Committee last met in August 2004 in connection with the review of the Company's
financial  statements for the fiscal quarter ended June 30, 2004. Mr.  Vidergauz
resigned from the Audit  Committee in May 2004 and was replaced by Sydney Selati
who was  appointed  to the  Board and the Audit  Committee  to fill the  vacancy
created thereby. See "Audit Committee" below for more information.

                                       7


     The  Compensation  Committee,  composed  of Norman C.  Epstein  and Mark S.
Vidergauz,  did not hold any meetings  during the fiscal year ended December 31,
2003.  Awards  granted under the  Company's  Stock Option Plan during the fiscal
year  ended  December  31,  2003  were  authorized  by  written  consent  of the
Compensation  Committee.  The  Compensation  Committee  authorizes all grants of
options  to  purchase  shares  of the  Company's  common  stock.  The  Board has
affirmatively determined that Messrs. Epstein and Vidergauz are independent,  as
that term is defined in the current listing standards of NASDAQ.

     The  Executive  Committee  composed  of  Rodney  C.  Sacks  and  Hilton  H.
Schlosberg  did not hold any meetings  during the fiscal year ended December 31,
2003.  The  Executive  Committee  manages  and  directs  business of the Company
between meetings of the Board.

     The Board  established a Nominating  Committee in September 2004 consisting
of Norman C. Epstein and Harold C. Taber Jr. and adopted a Nominating  Committee
Charter which is available on our website at www.hansens.com.

Employment Agreements

     The Company entered into an employment  agreement dated as of June 1, 2003,
with Rodney C. Sacks pursuant to which Mr. Sacks renders services to the Company
as its  Chairman  and  Chief  Executive  Officer  for an annual  base  salary of
$230,000 for the  seven-month  period  ending  December 31, 2003,  increasing to
$245,000 for the twelve-month  period ending December 31, 2004 and increasing by
a minimum of 5% for each  subsequent  twelve-month  period during the employment
period,  plus an annual bonus in an amount  determined at the  discretion of the
Board of Directors of the Company and certain fringe benefits. Additionally, Mr.
Sacks was granted  options to  purchase  150,000  shares of common  stock of the
Company in connection  with this  employment  agreement.  The employment  period
commenced on June 1, 2003 and ends on December 31, 2008.

     The Company also entered into an employment  agreement  dated as of June 1,
2003,  with  Hilton  H.  Schlosberg  pursuant  to which Mr.  Schlosberg  renders
services  to the Company as its Vice  Chairman,  President  and Chief  Financial
Officer, for an annual base salary of $230,000 for the seven-month period ending
December 31, 2003,  increasing  to $245,000 for the  twelve-month  period ending
December  31,  2004  and  increasing  by a  minimum  of 5% for  each  subsequent
twelve-month  period during the  employment  period,  plus an annual bonus in an
amount determined at the discretion of the Board of Directors of the Company and
certain fringe  benefits.  Additionally,  Mr.  Schlosberg was granted options to
purchase  150,000 shares of common stock of the Company in connection  with this
employment  agreement.  The employment period commenced on June 1, 2003 and ends
on December 31, 2008.

Executive Compensation

     The  following  tables set forth  certain  information  regarding the total
remuneration  earned and grants of options made to the Chief  Executive  Officer
and each of the four other most  highly  compensated  executive  officers of the
Company and its  subsidiaries  who earned total cash  compensation  in excess of
$100,000  during the year ended December 31, 2003.  These amounts  reflect total

                                        8

cash  compensation paid by the Company and its subsidiaries to these individuals
during the years ended December 31, 2001, 2002 and 2003.



                           SUMMARY COMPENSATION TABLE


                                                                              

============================= =========== =============== =========== ====================== ====================
                                                                                                 Long Term
                                                         ANNUAL COMPENSATION                   Compensation
- ----------------------------- ----------- --------------- ----------- ---------------------- --------------------

                                                                           Other                 Securities
Name and Principal Positions                               Bonus (2)       Annual                underlying
                                 Year      Salary (1)($)      ($)       Compensation ($)         Options (#)
- ----------------------------- ----------- --------------- ----------- ---------------------- --------------------
Rodney C. Sacks                  2003         225,833         35,000        19,333 (3)             150,000
Chairman, CEO                    2002         225,504              -        10,331 (3)             150,000
and Director                     2001         194,400          8,000         7,314 (3)                   -
- ----------------------------- ----------- --------------- ----------- ---------------------- --------------------
Hilton H. Schlosberg             2003         225,833         35,000         7,753 (3)             150,000
Vice-Chairman, CFO,              2002         225,504              -         7,753 (3)             150,000
COO, President,                  2001         194,400          8,000         7,314 (3)                   -
Secretary and Director
- ---------------------------- ----------- --------------- ------------ ---------------------- --------------------
Mark J. Hall                     2003         175,000         70,000         9,554 (3)                   -
Senior Vice President            2002         160,000         10,000         7,733 (3)              20,000
Single Serve Products            2001         160,000          8,000         7,349 (3)                   -
- ---------------------------- ----------- --------------- ------------ ---------------------- --------------------
Michael Schott                   2003         140,000         50,000        24,572 (4)                   -
Vice President                   2002          57,256         20,000         7,311 (5)              72,000
National Sales                   2001               -              -             -                       -
Single Serve Products
- ---------------------------- ----------- --------------- ------------ ---------------------- --------------------
Kirk S. Blower                   2003         123,000         10,000         7,761 (3)                   -
Senior Vice President            2002         118,000          4,000         7,238 (3)              12,500
Juice and Non-                   2001         115,000          3,000         7,364 (3)                   -
Carbonated Products
============================ =========== =============== ============ ====================== ====================


1    SALARY - Pursuant to employment  agreements,  Messrs.  Sacks and Schlosberg
     were entitled to an annual base salary of $225,833,  $226,748, and $209,952
     for 2003, 2002 and 2001 respectively.

2    BONUS - Payments  made in 2004,  2003 and 2002 are for  bonuses  accrued in
     2003, 2002 and 2001 respectively.

3    OTHER  ANNUAL  COMPENSATION  - The cash value of  perquisites  of the named
     persons  did not total  $50,000 or 10% of  payments of salary and bonus for
     the years shown.

4    Includes  $7,200  for  auto  reimbursement  expense,  $10,000  for  housing
     expenses,  $1,200 for travel expenses,  and $6,172 for other  miscellaneous
     perquisites.

5    Includes  $2,945  for  auto  reimbursement  expenses,  $4,090  for  housing
     expenses and $276 for other miscellaneous perquisites.

                                       9


               OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2003


                                                                                          

====================================================================================== ====================================

                                                                                         Potential realizable
                                                                                        value at assumed annual
                                                                                         rates of stock price
                                                                                        appreciation for option
                                      Individual Grants                                         term (2)
- -------------------------------------------------------------------------------------- ------------------------------------
                                Number of          Percent of
                               Securities         total Options    Exercise
                               underlying          granted to       or base
                             Options granted      employees in       price       Expiration          5%            10%
Name                               (#)                2003         ($/Share)        Date            ($)            ($)
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Rodney C. Sacks                 150,000 (1)           42.3%           $4.20       5/28/2013      $396,204     $1,004,057
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Hilton H. Schlosberg            150,000 (1)           42.3%           $4.20       5/28/2013      $396,204     $1,004,057
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Mark J. Hall                       -                    -               -              -             -              -
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Michael Schott                     -                    -               -              -             -              -
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Kirk S. Blower                     -                    -               -              -             -              -
=========================== ================== ================== ============ ============== ============= ===============



1    Options to purchase the Company's common stock become  exercisable in equal
     annual increments over 5 years beginning January 1, 2004.

2    The 5% and 10%  assumed  annual  rates  of  appreciation  are  provided  in
     accordance  with the rules and  regulations of the SEC and do not represent
     our estimates or projections of our future Common Stock price growth.

               AGGREGATED OPTION EXERCISES DURING THE YEAR ENDED
            DECEMBER 31, 2003 AND OPTION VALUES AT DECEMBER 31, 2003


                                                                                   

============================ =================== ================== ========================== ========================
                                                                                                    Value of
                                                                      Number of underlying         unexercised
                                                                          unexercised              in-the-money
                                                                           Options at           options at December
                                                                      December 31, 2003 (#)         31, 2003 ($)
                                                                    -------------------------- ------------------------
            Name              Shares acquired          Value              Exercisable/            Exercisable/
                              on exercise (#)      Realized ($)          Unexercisable           Unexercisable
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Rodney C. Sacks                       -                  -               167,500/270,000 (1)       818,625/1,215,000
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Hilton H. Schlosber                   -                  -               167,500/270,000 (1)       818,625/1,215,000
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Mark J. Hall                       171,000 (2)       $572,390 (2)          6,000/24,000 (3)         29,100/116,400
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Michael Schott                        -                  -                12,000/60,000 (4)         54,840/274,200
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Kirk S. Blower                        -                  -                12,500/12,500 (5)         53,825/58,925
============================ =================== ================== ========================== ========================



1    Includes  options to purchase  37,500  shares of common  stock at $1.59 per
     share of which all are exercisable at December 31, 2003,  granted  pursuant
     to Stock Option  Agreements  dated January 30, 1998 between the Company and
     Messrs.  Sacks and Schlosberg,  respectively;  options to purchase  100,000
     shares of common stock at $4.25 per share which are exercisable at December
     31, 2003,  granted  pursuant to Stock Option  Agreements  dated February 2,
     1999 between the Company and Messrs.  Sacks and  Schlosberg,  respectively;
     options to purchase  150,000  shares of common  stock at $3.57 per share of
     which 30,000 are  exercisable  at December 31,  2003,  granted  pursuant to
     Stock Option Agreements dated July 12, 2002 between the Company and Messrs.
     Sacks and Schlosberg,  respectively; and options to purchase 150,000 shares
     of  common  stock at $4.20  per  share of  which  none are  exercisable  at
     December 31, 2003 granted pursuant to Stock Option Agreements dated May 28,
     2003 between the Company and Messrs. Sacks and Schlosberg, respectively.

2    Includes   55,000  shares  acquired  upon  the  exercise  of  Stock  Option
     Agreements between the Company and Mrs. Hall.

                                       10


3    Includes  options to purchase  20,000  shares of common  stock at $3.57 per
     share of which 4,000 are exercisable at December 31, 2003, granted pursuant
     to a Stock Option Agreement dated July 12, 2002 between the Company and Mr.
     Hall and options to  purchase  10,000  shares of common  stock at $3.57 per
     share of which 2,000 are exercisable at December 31, 2003, granted pursuant
     to a Stock  Option  Agreement  dated July 12, 2002  between the Company and
     Mrs. Hall.

4    Includes  options to purchase  72,000  shares of common  stock at $3.85 per
     share of which  12,000  are  exercisable  at  December  31,  2003,  granted
     pursuant  to a Stock  Option  Agreement  dated  August 9, 2002  between the
     Company and Mr. Schott.

5    Includes  options to purchase  12,500  shares of common  stock at $4.25 per
     share of which  10,000  are  exercisable  at  December  31,  2003,  granted
     pursuant to a Stock  Option  Agreement  dated  February 2, 1999 between the
     Company and Mr.  Blower;  and options to purchase  12,500  shares of common
     stock at $3.57 per share of which 2,500 are  exercisable  at  December  31,
     2003,  granted  pursuant to a stock  Option  Agreement  dated July 12, 2002
     between the Company and Mr. Blower.

Performance Graph

     The  following  graph  shows a five-year  comparison  of  cumulative  total
returns:(1)

                           TOTAL SHAREHOLDER RETURNS

                           ANNUAL RETURN PERCENTAGES

For the years ended December 31,

Company Name/Index               1999      2000      2001      2002      2003
- ----------------------         --------  --------  --------  --------  --------
HANSEN NAT CORP                 (19.77)   (10.14)     8.39      0.50     99.43
S&P SMALLCAP 600 INDEX           12.40     11.80      6.54    (14.63)    38.79
PEER GROUP                        8.47     17.06     47.07     14.40     41.59

                                INDEXED RETURNS

For the years ended December 31,

                         Base
                        Period
Company Name/Index       1998    1999      2000      2001      2002      2003
- ----------------------  ------ --------  --------  --------  --------  --------
HANSEN HAT CORP           100   80.23     72.09      78.14     78.53    156.65
S&P SMALLCAP 600 INDEX    100  112.40    125.67     133.88    114.30    158.63
PEER GROUP                100  108.47    126.98     186.75    213.64    302.49



1    Annual return assumes  reinvestment of dividends.  Cumulative  total return
     assumes an initial  investment of $100 on December 31, 1998.  The Company's
     self-selected  peer group is  comprised of National  Beverage  Corporation,
     Clearly Canadian Beverage Company, Triarc Companies,  Inc., Leading Brands,
     Inc., Cott Corporation, Northland Cranberries and Jones Soda Co. All of the
     companies in the peer group traded during the entire  five-year period with
     the exception of Triarc Companies, Inc., which sold their beverage business
     in October 2000 and Jones Soda Co., which started trading in August 2000.

Directors' Compensation

     In 2003,  outside  directors were entitled to an annual fee of $10,000 plus
$1,000 for each meeting of the Board of Directors  attended.  Outside  directors
were also  entitled to $500 for each  committee  meeting  attended in person and
$250 for each committee meeting attended by telephone.

                                       11


Company Stock Option Plan

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

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

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

     Pursuant  to the Plan,  Messrs.  Sacks  and  Schlosberg  were each  granted
options to purchase 75,000 shares of Common Stock,  pursuant to individual stock
option  agreements each dated January 30, 1998 exercisable for a ten-year period
at an exercise  price of $1.59 per share.  No options out of the original  grant
remain eligible for exercise.

     In addition,  pursuant to the Plan, Messrs.  Sacks and Schlosberg have each
been granted options to purchase 100,000 shares of Common Stock,  which vests as
follows:  9,500 on  February  2, 1999;  23,500 on  February  2, 2000;  23,500 on
February 2, 2001;  23,500 on  February 2, 2002;  and 20,000 on February 2, 2003,
pursuant to  individual  stock  option  agreements  each dated  February 2, 1999
exercisable for a ten-year period at an exercise price of $4.25 per share.

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

     In addition, pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg
have each been granted options to purchase 150,000 shares of Common Stock, which
vests as follows:  30,000 on January 1, 2004;  30,000 on January 1, 2005; 30,000
on January 1,  2006;  30,000 on January 1, 2007;  and 30,000 on January 1, 2008,

                                       12


pursuant  to  individual  stock  option  agreements  each  dated  May  28,  2003
exercisable for a ten-year period at an exercise price of $4.20 per share.

Outside Directors Stock Option Plan

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

Certain 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 Securities Act of 1934, as amended, and the Securities Act of 1933, as
amended including any  post-effective  amendments to the Company's  registration
statement on Form S-3 (No. 33-35796) and on Form S-8 (No. 333-41333).  Copies of
any such reports and registration statement or exhibits thereto will be provided
upon written request directed to the Chairman, Hansen Natural Corporation,  1010
Railroad Street, Corona, California 92882.

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

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

     During 2003, the Company  purchased  promotional items from IFM Group, Inc.
("IFM"). Rodney C. Sacks, together with members of his family, own approximately
27% of the issued shares of IFM. Hilton H. Schlosberg,  together with members of
his family,  own approximately  43% of the issued shares of IFM.  Purchases from

                                       13


IFM of  promotional  items in 2003,  2002 and 2001 were  $331,478,  $164,199 and
$164,638, respectively. The Company continues to purchase promotional items from
IFM Group, Inc. in 2004.

                                AUDIT COMMITTEE

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

Report of the Audit Committee

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

Duties and Responsibilities

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

  *  the integrity of the Company's financial statements;
  *  the  Company's  systems of  internal  controls  regarding  finance and
     accounting as established by management;
  *  the independent auditor's qualifications and independence;
  *  the performance by the Company's independent auditors;
  *  the Company's  auditing,  accounting and financial reporting processes
     generally; and
  *  compliance with the Company's  ethical  standards for senior financial
     officers and all personnel.

     In  fulfilling  its duties,  the Audit  Committee  maintains  free and open
communication with the Board, the independent auditors, financial management and
all employees.

     In connection  with these  responsibilities,  the Audit  Committee met with
management and Deloitte and Touche, LLP, the Company's  independent auditors, to

                                       14


review  and  discuss  the  Company's  audited  financial  statements.  The Audit
Committee also discussed with the independent  auditors the matters  required by
the  Statement on Auditing  Standards  No. 61  (Certification  of  Statements on
Auditing  Standards),  as may be modified or  supplemented.  The Audit Committee
also  received  from Deloitte and Touche,  LLP the written  disclosures  and the
letter  required by  Independence  Standards  Board Standard No. 1 (Independence
Discussions with Audit  Committees) as may be modified or supplemented,  and has
discussed with Deloitte and Touche, LLP its independence.

     Based  on the  foregoing  reviews  and  discussions,  the  Audit  Committee
recommended to the Board of Directors that the audited  financial  statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2003.

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

Principal Accounting Firm Fees

     Aggregate fees billed to the company for the years ended December 31, 2003,
and 2002 by the Company's principal  accounting firm, Deloitte & Touche LLP, the
member  firms of  Deloitte  Touche  Tohmatsu,  and their  respective  affiliates
(collectively, "Deloitte & Touche"):

                                             Year ended December 31,

                                              2003              2002
                                         --------------    ---------------
Audit Fees (1)                               $149,050          $105,325
Audit-Related Fees (2)                          5,000
                                         --------------    ---------------
Total Audit and Audit-Related Fees            154,050           105,325
Tax Fees (3)                                                     15,679
All Other Fees
                                         --------------    ---------------
Total Fees (4)                               $154,050          $121,004
                                         ==============    ===============

1    Audit fees consist of services  related the audit of the  Company's  annual
     financial  statements  and  reviews of the  Company's  quarterly  financial
     statements.

2    Audit-related   fees   consist   of   consultation   services   related  to
     Sarbanes-Oxley Act of 2002 Section 404 Implementation.

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

4    For years ended December 31, 2003 and 2002,  all of the services  performed
     by Deloitte & Touche have been pre-approved by the Audit Committee.

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

                                       15


Pre-Approval of Audit and Non-Audit Services

     The Audit  Committee's  policy is to  pre-approve  all audit and  non-audit
services  provided by the Company's  independent  auditors.  These  services may
include audit services, audit-related services, tax services and other services.
Pre-approval is generally  provided for up to one year, and any  pre-approval is
detailed as to the  particular  service or category of services and is generally
subject to a specific  budget.  The Audit  Committee has delegated  pre-approval
authority to its  Chairman  when  necessary  due to timing  considerations.  Any
services  approved by the Chairman must be reported to the full Audit  Committee
at its next  scheduled  meeting.  The  independent  auditors and  management are
required to periodically report to the full Audit Committee regarding the extent
of  services  provided  by the  independent  auditors  in  accordance  with  the
pre-approval policies, and the fees for the services performed to date.

                             COMPENSATION COMMITTEE

     The  Compensation  Committee is responsible  for reviewing,  developing and
recommending  to the Board the  appropriate  management  compensation  policies,
programs and levels and reviews the performance of the Chief Executive  Officer,
President and other senior executive officers  periodicallyin  relation to these
objectives.

Compensation Principles

     The Company is committed to the  philosophy of  partnership  and to sharing
the benefits of success with those who help it grow. The Company's  strength and
ability to  sustain  growth is based on its belief  that its  employees  are its
single  most  important  asset.  The  Compensation  Committee  seeks to  provide
sufficient  compensation  opportunities for the Company's executives in order to
attract,  retain and  motivate an  effective  management  team that  ensures the
Company's  achievement of its goals and  objectives.  The Company  believes that
compensation sufficiently dependent on performance is more likely to achieve and
improve  the  Company's  financial  success,   thereby  ultimately   influencing
appreciation  of stockholder  value. In order to achieve these  objectives,  the
Company has adopted the Plan and the 2001 Option Plan to:

               *    increase the risk/reward ratio of its executive compensation
                    program,
               *    focus management on long-term strategic issues, and
               *    align  management's  interests  with those of the  Company's
                    stockholders  in the continued  appreciation  of stockholder
                    value.

Compensation Elements And Determination Process

     Compensation  for  executive   officers,   including  the  Company's  Chief
Executive  Officer and President,  consists of a base salary,  opportunities for
bonus cash compensation and long-term compensation in the form of stock options.
Each of the Company's Chief Executive Officer and the President is a party to an
employment  agreement with the Company  governing the terms of such  executive's

                                       16


compensation  (see  "Employment  Agreements").  The  Compensation  Committee  is
responsible for the determination of increases,  if any, subject to the terms of
the Employment  Agreements,  as applicable,  in base salary, the amount of bonus
and stock  options to be  granted,  performance  targets  for  performance-based
compensation,  and the appropriate level and targets for other compensation,  if
any, that would be appropriate for the Company's executives.

     In reviewing  and  determining  executive  compensation,  the  Compensation
Committee examines each component  individually as well as total compensation as
a  whole.  The  Compensation   Committee  determines  each  executive  officer's
compensation  with  reference  to  relevant  industry  norms,  experience,  past
performance, level of responsibility and personal requirements and expectations.
The  Compensation  Committee  reviews  salary levels  periodically  and may make
adjustments,  if  warranted,  after  an  evaluation  of  executive  and  company
performance,  salary  increase trends in the Company's  geographic  marketplace,
current salaries for competitive positions, and any increase in responsibilities
assumed by the  executive.  The  Compensation  Committee may, from time to time,
consider the advice of  independent  consultants  with  respect to  compensation
matters.  As  noted  above,  in  appropriate  circumstances,   the  Compensation
Committee  may  augment  cash  compensation  with the payment of bonuses to more
closely align an individual's  overall compensation with his or her performance,
or the  profitability  of the Company or business units for which the individual
is accountable.  The Compensation  Committee may determine bonuses and levels of
other  compensation  using  overall  corporate or business  segment  performance
targets.  The  Compensation   Committee,  in  conjunction  with  the  Board  and
management, may set performance objectives and target levels on an annual basis,
and may assess  executives  against these targets in  determining  their overall
compensation.

Long-Term Incentives

     The  Compensation   Committee  considers  long-term  incentives  to  be  an
essential  component of executive  compensation  so that a proper balance exists
between short and long-term  considerations  and  enhancing  stockholder  value.
There are several components to the Company's long-term  incentive program.  The
Compensation Committee considers the level of each executive's  participation in
the program by assessing each executive's current level of participation and, in
light of that  participation,  the extent to which  further  participation  will
assist  in  furthering  the  goals of such  program.  For a  description  of the
Company's long term incentive plans see "Company Stock Option Plans."

Summary

     The  Compensation  Committee is  ultimately  responsible  for  determining,
affirming  or amending  the level and nature of  executive  compensation  of the
Company.  The Compensation  Committee has access, at the Company's  expense,  to
independent,  outside  compensation  consultants for both advice and competitive
data for the purpose of making such determinations.  The Compensation  Committee
believes that the  compensation  policies and programs as outlined  above ensure
that levels of executive  compensation  fairly  reflect the  performance  of the
Company, thereby serving the best interests of its stockholders.

                                        Compensation Committee
                                        ----------------------
                                        Norman C. Epstein, Chairman
                                        Mark S. Vidergauz

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                                 OTHER MATTERS

     The Company  knows of no other  matters to be submitted to the meeting.  If
any other matters  properly come before the meeting,  it is the intention of the
persons  named in the  enclosed  proxy to vote the shares they  represent as the
Board of Directors of the Company may recommend.

     It is important that your shares be represented at the meeting,  regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return,  at  your  earliest  convenience,  the  accompanying  proxy  card in the
stamped, self-addressed envelope which has been enclosed.

                          COMMUNICATING WITH THE BOARD


     Stockholders,  Employees and others  interested in  communicating  with the
Chairman and CEO, should write to the address below:

                       Rodney C. Sacks, Chairman and CEO
                           Hansen Natural Corporation
                              1010 Railroad Street
                            Corona, California 92882


     Those  interested  in  communicating  directly  with the Board,  any of the
committees of the Board, the outside directors as a group or individually should
write to the address below:

                         Office of Corporate Secretary
                           Hansen Natural Corporation
                              1010 Railroad Street
                            Corona, California 92882


                    FORM 10-K AND OTHER DOCUMENTS AVAILABLE

     A copy of our Annual  Report on Form 10-K for the year ended  December  31,
2003, as filed with the SEC, is available on our website at www.hansens.com. The
Annual Report on Form 10-K is also available  without charge to any  stockholder
upon request to:

                           Hansen Natural Corporation
                              1010 Railroad Street
                            Corona, California 92882
                         (951) 739-6200 * (800) HANSENS


     Additionally, charters for the committees of the Board of Directors as well
as the  Company's  Code of  Business  Conduct  and Ethics are  available  on our
website.

                       BY ORDER OF THE BOARD OF DIRECTORS

Dated:  October 6, 2004

                                       18