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 June 30, 1998      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 9,296,502 shares of common stock
                                      outstanding as of August 1, 1998



                                       1






                                     HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                                                    June 30, 1998

                                                        INDEX



                                                                        Page No.

Part I.           FINANCIAL INFORMATION

Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 1998
                  and December 31, 1997                                        3

                  Consolidated Statements of Operations for the
                  three and six months ended June 30, 1998 and 1997            4

                  Consolidated Statements of Cash Flows for the
                  six months ended June 30, 1998 and 1997                      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                                              14

Item 6.           Exhibits and Reports on Form 8-K                            14

                  Signatures                                                  14



                                       2




HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)


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



                                                                                      June 30,           December 31,
                                                                                        1998               1997
                                                                                                    
ASSETS

CURRENT ASSETS:
Cash                                                                                $ 2,146,543         $   395,231
Accounts receivable (net of allowance for doubtful
   accounts, sales returns and cash discounts of $464,521
   in 1998 and $315,629 in 1997 and promotional allowances
   of $1,673,848 in 1998 and $1,067,749 in 1997)                                      2,873,885           1,533,748
Inventories                                                                           3,996,739           3,915,983
Prepaid expenses and other current assets                                               163,643             214,468
                                                                                    -----------         -----------
   Total current assets                                                               9,180,810           6,059,430

PROPERTY AND EQUIPMENT, net                                                             622,135             412,496

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
   of $2,538,478 in 1998 and $2,390,878 in 1997)                                     10,089,733          10,208,116
Notes receivable from officer and director                                               46,536              68,235
Deposits and other assets                                                               203,297             185,082
                                                                                    -----------         -----------
   Total intangible and other assets                                                $10,339,566         $10,461,433
                                                                                    ===========         ===========
                                                                                    $20,142,511         $16,933,359
                                                                                    ===========         ===========

                        LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                    $ 2,855,444         $ 2,195,200
Accrued liabilities                                                                     474,721             444,807
Accrued compensation                                                                    447,251             322,114
Current portion of long-term debt                                                       740,660             520,835
Income taxes payable                                                                    990,590              81,800
                                                                                    -----------         -----------
   Total current liabilities                                                          5,508,666           3,564,756

LONG-TERM DEBT, less current portion                                                  2,935,954           3,407,824

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  9,149,191  and
   9,130,869 shares issued
   and outstanding in 1998 and 1997, respectively                                        45,746              45,654
Additional paid-in capital                                                           10,858,223          10,858,315
Retained earnings (accumulated deficit)                                                 861,163            (875,949)
Foreign currency translation adjustment                                                 (67,241)            (67,241)
                                                                                    ------------        ------------
   Total shareholders' equity                                                        11,697,891           9,960,779
                                                                                    ------------        ------------
                                                                                    $20,142,511         $16,933,359
                                                                                    ============        ============



                                       3



HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
- --------------------------------------------------------------------------------




                                                                                                 
                                                                   Three Months Ended              Six Months Ended
                                                                        June 30,                       June 30,
                                                          ---------------------------        ----------------------------
                                                               1998           1997               1998           1997
                                                           ------------  ------------        ------------    ------------

NET SALES                                                  $13,950,530   $11,496,228         $25,215,385     $18,615,814

COST OF SALES                                                7,009,343     6,791,491          12,622,771      11,027,737
                                                           ------------  ------------        ------------    ------------

GROSS PROFIT                                                 6,941,187     4,704,737          12,592,614       7,588,077

OPERATING EXPENSES:
Selling, general and administrative                          5,283,867     3,809,192           9,562,351       6,396,957
Amortization of trademark license and trademarks                73,800        73,500             147,600         147,000
Other expenses                                                  15,000        72,991              30,000         147,135
                                                           -----------    ----------         ------------    ------------

         Total operating expenses                            5,372,667     3,955,683           9,739,951       6,691,092
                                                           -----------    -----------        ------------    ------------

OPERATING INCOME                                             1,568,520       749,054           2,852,663         896,985

NET INTEREST AND FINANCING EXPENSE                             102,824       148,691             211,657         273,066

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

INCOME BEFORE PROVISION
         FOR INCOME TAXES                                    1,465,696       600,363           2,641,006         623,919

PROVISION FOR INCOME TAXES                                     450,000        37,800             920,123          40,200
                                                           ------------   ------------        -----------     -----------


NET INCOME                                                 $ 1,015,696     $ 562,563         $ 1,720,883      $  583,719
                                                           ===========    ===========        ============     ===========


NET INCOME PER COMMON SHARE:
         Basic                                             $     0.11      $   0.06          $     0.19       $    0.06
                                                          ============    ===========        ============     ===========
         Diluted                                           $     0.10      $   0.06          $     0.17       $    0.06
                                                          ============    ===========        ============     ===========


NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
         Basic                                               9,140,948     9,214,962           9,135,936       9,195,639
                                                          =============   ===========        ============     ===========
         Diluted                                            10,361,279     9,219,049          10,391,250       9,219,049
                                                          =============   ===========        ============     ===========




                                       4



HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited)
- --------------------------------------------------------------------------------



                                                                                               1998             1997
                                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                              $ 1,720,883        $  583,719
Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
   Amortization of trademark license and trademarks                                         147,600           147,000
   Depreciation and other amortization                                                      100,899           124,034
   Compensation expense related to issuance of stock options                                 16,229
   Effect on cash of changes in operating assets and liabilities:
     Accounts receivable                                                                 (1,340,137)       (1,079,485)
     Inventories                                                                            (80,756)          (38,372)
     Prepaid expenses and other current assets                                               50,825          (320,434)
     Accounts payable                                                                       660,244           937,861
     Accrued liabilities                                                                     29,914            (7,629)
     Accrued compensation                                                                   125,137           (26,972)
     Income taxes payable                                                                   908,790            81,800
                                                                                        ------------      ------------
       Net cash provided by operating activities                                          2,339,628           401,522

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                         (310,538)         (151,592)
Increase in trademark license and trademarks                                                (29,217)          (44,750)
Decrease (increase) in notes receivable from officer and director                            21,699            (1,169)
Increase in deposits and other assets                                                       (18,215)          (56,497)
                                                                                       -------------      ------------
       Net cash used in investing activities                                               (336,271)         (254,008)

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term borrowings                                                                               6,028
Increase in long-term debt                                                                                     14,546
Principal payments on long-term debt                                                       (252,045)             (621)
                                                                                        ------------      ------------
       Net cash (used in) provided by financing activities                                 (252,045)           19,953

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                       -               (66,334)

                                                                                        ------------      ------------
NET INCREASE IN CASH                                                                      1,751,312           101,133
CASH, beginning of period                                                                   395,231           186,931
                                                                                        ============      ============
CASH, end of period                                                                     $ 2,146,543       $   288,064
                                                                                        ============      ============
                                                                                              
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
   Interest                                                                             $   193,520       $   225,505
                                                                                        ============      ============
   Income taxes                                                                         $     2,400       $     2,400
                                                                                        ============      ============


                                       5



HANSEN NATURAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------

         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, 1997,  which is
         incorporated  by  reference,  for a  summary  of  significant  policies
         utilized by Hansen Natural Corporation  ("Hansen" or "Company") and its
         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:

                                           June 30,             December 31,
                                             1998                  1997
                                        ------------           ------------
           Raw materials                $ 1,851,552             $  388,877
           Finished goods                 2,145,187              3,527,106
                                        ------------           ------------
                                        $ 3,996,739             $3,915,983
                                        ============           ============




                                       6




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

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

General

          During the three months ended June 30, 1998, the Company  continued to
make  progress  towards  achieving  its  goal of  geographically  expanding  the
Hansen's(R)  brand as well as expanding the  Hansen's(R)  brand  product  range.
During the three months ended June 30, 1998,  the expansion of  distribution  of
certain of the Company's  products into markets outside of California  continued
to make good  progress.  In April  1997,  the  Company  introduced  its  lightly
carbonated  functional  energy drink in an 8.2-ounce  slim can.  Repeat sales of
this  product  have been  encouraging.  During the first  quarter  of 1998,  the
Company  extended its "functional"  beverage  product line by introducing  three
additional  functional drinks in 8.2-ounce slim cans, a ginger flavored d-stress
drink, an orange flavored  anti-ox drink and a guarana  flavored  stamina drink.
During  the  second  quarter  of 1998,  the  Company  launched  its new  Healthy
Start(TM)  line of juices with  DynaJuice(TM),  a shelf  stable 100% juice blend
with 15 vitamins and minerals.  Also during the quarter,  the Company introduced
two new 100% juice blends, Hansen's (R) Natural Apple Strawberry and Apple Grape
juices,  both of which  contain  vitamin C. The  Company  intends  to  introduce
additional  functional  drinks  and a new line of premium  functional  Smoothies
later in  1998.  Other  new  product  developments  include  additional  Healthy
Start(TM)  juices  as well as new lines of  premium  natural  sodas and  premium
functional iced teas in proprietary glass bottles,  which the Company intends to
introduce later in 1998 or in 1999. The Company continues to incur  expenditures
in connection with the development and introduction of new products and flavors.

         The increase in net sales and  profitability  in the second  quarter of
1998 was primarily  attributable to increased sales of the Company's  functional
energy drink and sales of the Company's three new functional drinks in 8.2-ounce
slim cans and, to a lesser extent,  to sales of the Company's  newly  introduced
DynaJuice(TM) and apple juice blends.

         The increase in sales of functional drinks was attributable to the fact
the Company only launched its functional energy drink in April 1997, and also to
the fact that during the comparable period in 1997, the Company did not have any
sales of the three new functional drinks which were only introduced in the first
quarter of 1998.  Portion of the sales of the three new functional drinks during
the second quarter of 1998 were attributable to opening orders from distributors
prior  to  their  launching  such  products  in  their  respective  territories.
Consequently, sales of the three new functional drinks during the second quarter
of 1998 may not be  indicative  of sales  that will be  achieved  in  subsequent
periods.

         The increase in net sales and  profitability  in the second  quarter of
1998 was partially  offset by a slight decrease in sales of soda and lower sales
of apple juice.  For the second quarter of 1998,  sales of Smoothies,  iced teas
lemonades and juice  cocktails,  were about the same as in the second quarter of
1997.





                                       7




Results of Operations For The  Three-Months  Ended June 30, 1998 Compared to the
Three-Months Ended June 30, 1997

         Net Sales.  For the  three-months  ended June 30, 1998,  net sales were
approximately $14.0 million, an increase of $2.5 million or 21.3% over the $11.5
million net sales for the three-months  ended June 30, 1997. The increase in net
sales was primarily  attributable to increased sales of the Company's functional
energy drink which was  introduced in the second  quarter of 1997,  sales of the
Company's three new functional drinks which were introduced in the first quarter
of 1998 and, to a lesser extent, sales of DynaJuice(TM) and apple juice blends.
The increase in net sales was  partially  offset by decreased  sales of soda and
apple juice. Sales of Smoothies,  iced teas lemonades and juice cocktails,  were
about the same as in the comparable period in 1997.

         Gross Profit.  Gross profit was $6.9 million for the three-months ended
June 30, 1998,  an increase of $2.2 million or 47.5% over the $4.7 million gross
profit for the three-months ended June 30, 1997. Gross profit as a percentage of
net sales increased to 49.8% for the three-months ended June 30, 1998 from 40.9%
for the  three-months  ended June 30,  1997.  The  increase in gross  profit was
primarily  attributable to increased net sales and higher margins achieved.  The
increase in gross profit as a percentage of net sales was primarily attributable
to higher margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating  expenses were $5.4 million
for the  three-months  ended June 30, 1998, an increase of $1.4 million or 35.8%
over total operating  expenses of $4 million for the three-months ended June 30,
1997.  Total operating  expenses as a percentage of net sales increased to 38.5%
for the three-months  ended June 30, 1998 from 34.4% for the three-months  ended
June  30,  1997.  The  increase  in  total  operating   expenses  was  primarily
attributable to increased selling, general and administrative expenses which was
partially  offset  by a  decrease  in  other  expenses.  The  increase  in total
operating expenses as a percentage of net sales was primarily attributable to an
increase in selling,  general and administrative  expenses and the comparatively
smaller increase in net sales from the comparable period in 1997.

         Selling,  general and administrative expenses were $5.3 million for the
three-months  ended June 30,  1998,  an increase  of $1.5  million or 38.7% over
selling,   general  and   administrative   expenses  of  $3.8  million  for  the
three-months ended June 30, 1997. Selling,  general and administrative  expenses
as a percentage of net sales increased to 37.9% for the three-months  ended June
30, 1998 from 33.1% for the  three-months  ended June 30, 1997.  The increase in
selling  expenses  was  primarily   attributable  to  increases  in  promotional
expenditures  and allowances,  costs of promotional  materials,  advertising and
distribution  costs.  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



         Other  expenses were  approximately  $15,000 for the three months ended
June 30, 1998 compared to $73,000 for the three months ended June 30, 1997.  The
decrease in other  expenses was  primarily  attributable  to the  expiration  of
certain consulting agreements entered into in connection with the acquisition of
the Hansen  business.  The decrease  was  partially  offset by a new  consulting
agreement entered into with the former president of HBC in June 1997.

         Operating Income.  Operating income was $1,569,000 for the three-months
ended June 30, 1998, an increase of $820,000 or 109.4% over operating  income of
$749,000  for the three-  months  ended  June 30,  1997.  Operating  income as a
percentage of net sales increased to 11.2% for the  three-months  ended June 30,
1998 from 6.5% in the  comparable  period in 1997.  The  increase  in  operating
income was  attributable  to a $2.2  million  increase in gross profit which was
partially offset by an increase of $1.4 million in operating expenses.

         Net Interest and Financing Expense.  Net interest and financing expense
was  $103,000  for the  three-months  ended June 30, 1998, a decrease of $46,000
from net interest and financing  expense of $149,000 for the three-months  ended
June 30, 1997. The decrease in net interest and financing  expense was primarily
attributable  to the fact that during the  three-months  ended June 30, 1998, no
amounts were  outstanding  on the Company's  revolving  line of credit,  and the
principal amounts  outstanding on the Company's term loan were lower than during
the comparable  period in 1997.  Interest income of $6,000 for the  three-months
ended June 30, 1998,  as compared to no interest  income  during the  comparable
period in 1997, is included in net interest and financing expense.

         Provision for Income Taxes. Provision for income taxes was $450,000, an
increase  of $412,000  over the  provision  for income  taxes of $38,000 for the
comparable  period in 1997.  During the first and second  quarters of 1997,  the
provision for income taxes was reduced by a reduction in the valuation allowance
which was  applied  against  certain tax  benefits.  During the first and second
quarters of 1998,  the  provision  for income  taxes was not reduced to the same
extent as in 1997 as the valuation  allowance was fully reduced during the first
and second quarters of 1998.

         Net Income.  Net income was $1,016,000 for the three-months  ended June
30, 1998, compared to net income of $563,000 for the three-months ended June 30,
1997. The $453,000  increase in net income  consists of an increase in operating
income of  $820,000  and a decrease  of $46,000 in net  interest  and  financing
expense  which was  partially  offset by a $412,000  increase in  provision  for
income taxes.




                                       9

Results of  Operations  For The  Six-months  Ended June 30, 1998 Compared to The
Six-months Ended June 30, 1997

         Net Sales.  For the  six-months  ended June 30, 1998,  net sales were
approximately $25.2 million, an increase of $6.6 million or 35.5% over the $18.6
million net sales for the  six-months  ended June 30, 1997.  The increase in net
sales was primarily  attributable to increased sales of the Company's functional
energy drink which was introduced in the second quarter of 1997 and sales of the
Company's three new functional drinks which were introduced in the first quarter
of 1998 and, to a lesser extent,  to increased  sales of Smoothies,  soda,  iced
teas lemonades and juice cocktails,  and sales of DynaJuice(TM) and apple juice
blends.  The increase in net sales was  partially  offset by decreased  sales of
apple juice.

         Gross Profit.  Gross profit was $12.6 million for the six-months  ended
June 30,  1998,  an  increase of $5 million or 66% over the $7.6  million  gross
profit for the six-months  ended June 30, 1997.  Gross profit as a percentage of
net sales  increased to 49.9% for the six-months  ended June 30, 1998 from 40.8%
for the  six-months  ended  June 30,  1997.  The  increase  in gross  profit was
primarily  attributable to increased net sales and higher margins achieved.  The
increase in gross profit as a percentage of net sales was primarily attributable
to higher margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating expenses were $9.7 million
for the  six-months  ended June 30,  1998,  an increase of $3.0 million or 45.6%
over total operating  expenses of $6.7 million for the six-months ended June 30,
1997.  Total operating  expenses as a percentage of net sales increased to 38.6%
for the six-months  ended June 30, 1998 from 35.9% for the six-months ended June
30, 1997. The increase in total operating  expenses were primarily  attributable
to increased selling,  general and  administrative  expenses which was partially
offset by a decrease in other expenses. The increase in total operating expenses
as a  percentage  of net sales was  primarily  attributable  to the  increase in
operating expenses and the comparatively  smaller increase in net sales from the
comparable period in 1997.

         Selling,  general and administrative expenses were $9.6 million for the
six-months  ended  June 30,  1998,  an  increase  of $3.2  million or 49.5% over
selling,  general and administrative expenses of $6.4 million for the six-months
ended  June  30,  1997.  Selling,  general  and  administrative  expenses  as  a
percentage  of net sales  increased to 37.9% for the  six-months  ended June 30,
1998 from  34.4% for the  comparable  period in 1997.  The  increase  in selling
expenses was primarily attributable to increases in promotional expenditures and
allowances, costs of promotional materials,  advertising and distribution costs.
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.

           Other  expenses were  approximately  $30,000 for the six months ended
June 30, 1998 compared to $147,000 for the three months ended June 30, 1997. The
decrease in other  expenses was  primarily  attributable  to the  expiration  of
certain consulting agreements entered into in connection with the acquisition of
the Hansen  business.  The decrease  was  partially  offset by a new  consulting
agreement entered into with the former president of HBC in June 1997.



                                       10


         Operating  Income.  Operating  income was $2,853,000 for the six-months
ended June 30, 1998, an increase of $1,956,000 or 218.0% over  operating  income
of  $897,000  for the six- months  ended June 30,  1997.  Operating  income as a
percentage  of net sales  increased to 11.3% for the  six-months  ended June 30,
1998 from 4.8% in the  comparable  period in 1997.  The  increase  in  operating
income was  attributable  to a $5 million  increase  in gross  profit  which was
partially offset by an increase of $3 million in operating expenses.

         Net Interest and Financing Expense.  Net interest and financing expense
was $212,000 for the six-months  ended June 30, 1998, a decrease of $61,000 from
net interest and financing expense of $273,000 for the six-months ended June 30,
1997. The decrease in net interest and financing expense was attributable to the
fact that during the six-months ended June 30, 1998, no amounts were outstanding
on the Company's  revolving line of credit and the principal amounts outstanding
on the Company's term loan were lower than during the comparable period in 1997.
Interest income of $7,000 for the six-months ended June 30, 1998, as compared to
no interest  income  during the  comparable  period in 1997,  is included in net
interest and financing expense.

         Provision for Income Taxes. Provision for income taxes was $920,000, an
increase  of $880,000  over the  provision  for income  taxes of $40,000 for the
comparable  period in 1997.  During the first and second  quarters of 1997,  the
provision for income taxes was reduced by a reduction in the valuation allowance
which was  applied  against  certain tax  benefits.  During the first and second
quarters of 1998,  the  provision  for income  taxes was not reduced to the same
extent as in 1997 as the valuation  allowance was fully reduced during the first
and second quarters of 1998.

         Net Income. Net income was $1,721,000 for the six-months ended June 30,
1998 compared to net income of $584,000 for the six-months  ended June 30, 1997.
The  $1,137,000  increase in net income  consists  of an  increase in  operating
income of  $1,956,000  and a decrease of $61,000 in net interest  and  financing
expenses  which was  partially  offset by a $880,000  increase in provision  for
income taxes.

Liquidity and Capital Resources

          As of June 30,  1998,  the Company had working  capital of  $3,672,000
compared to working  capital of  $2,495,000  as of December 31,  1997.  Net cash
provided by  operating  activities  increased to  $2,340,000  for the six months
ended June 30, 1998 as compared to $402,000 for the  comparable  period in 1997.
The increase in working  capital and net cash  provided by operating  activities
was primarily  attributable  to net income earned after  adjustments for certain
noncash expenses, primarily amortization of trademark license and trademarks and
depreciation and other amortization, during the six-months ended June 30, 1998.

          Management  believes that cash generated from  operations and its 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.




                                       11


          Net cash used in  investing  activities  increased to $336,000 for the
six-months ended June 30, 1998 as compared to $254,000 for the comparable period
in 1997.  The increase in net cash used in investing  activities  was  primarily
attributable  to purchases of property  and  equipment to support the  Company's
expansion and  development  plans.  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 and vans,
and businesses compatible with the image of the Hansen's(R) brand as well as the
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 $252,000 for the six
months  ended  June 30,  1998 as  compared  to net cash  provided  by  financing
activities  of $20,000 for the  comparable  period in 1997.  The increase in net
cash used in financing  activities was primarily  attributable  to the fact that
during the six-months ended June 30, 1998,  principal  payments of $252,000 were
made in reduction of HBC's term loan. As of June 30, 1998, the sum of $3,667,000
was outstanding under the term loan.

         The revolving line of credit is renewable on September 1, 1998. HBC has
received a written  proposal from its bank to renew its revolving line of credit
for a period of two years. In terms of such proposal,  HBC's effective borrowing
rate under the  revolving  line of credit would be reduced from prime plus 1% to
prime plus 1/4%. The Company  anticipates that such line will be renewed by this
date;  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.

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 21st century dates from 20th century dates. This problem could force
computers to either shut down or provide  incorrect  data. As a result,  in less
than two years, computer systems and software used by many companies may need to
be  upgraded  to comply  with such "Year  2000"  requirements.  The  Company has
examined its internal  computer systems and contacted its software  providers to
determine  whether the Company's  software  applications  are compliant with the
Year 2000.  While the Company  believes that its internal systems are fully Year
2000 compliant,  the Company intends to continue to review its internal  systems
for any  problems as well as monitor its key  customers  and  suppliers  for any
impact that the Year 2000 may have on their  information  systems  which in turn
could  impact the  Company.  While it is difficult to quantify the total cost to
the Company of the Year 2000 compliance activities,  the Company does not expect
the cost to be material.





                                       12


Forward Looking Statements

          Certain  statements made in this Report,  including certain statements
made in this  Management's  Discussion and Analysis,  contain  "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,
profitability,  adequacy of funds from  operations  and the  Company's  existing
credit facility, among other things.

          Management cautions that these statements are qualified by their terms
and/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  pressures,
changes in the price of the raw materials for the Company's  beverage  products,
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 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.  Management further notes that the Company's plans and
results  may be  affected  by any change in the  availability  of the  Company's
credit facilities and the actions of its creditors.

Inflation

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









                                       13


                                             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:   August 14, 1998
                                           /s/ RODNEY C. SACKS 
                                           Rodney C. Sacks
                                           Chairman of the Board
                                           and Chief Executive Officer


Date:   August 14, 1998
                                           /s/ HILTON H. SCHLOSBERG
                                           Hilton H. Schlosberg
                                           Vice Chairman of the Board,
                                           President, Chief Operating Officer,
                                           Chief Financial Officer and Secretary






                                       14


                                  EXHIBIT INDEX



Exhibit 10 (ddd)          Warrant Agreement dated as of April 23, 1998
                          between Hansen Natural Corporation and Rick Dees

Exhibit 27                Financial Data Schedule


                                       15