<PAGE>

As filed with the Securities and Exchange Commission on December 2, 1997
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           HANSEN NATURAL CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

            Delaware
(State or Other Jurisdiction of                              39-1679918
Incorporation or Organization)                            (I.R.S. Employer
                                                        Identification No.)

                       2401 East Katella Avenue, Suite 650
                            Anaheim, California           92806
               (Address of Principal Executive Offices) (Zip Code)


                  Hansen Natural Corporation Stock Option Plan
                            (Full Title of the Plan)



                            Rodney C. Sacks, Chairman
                           Hansen Natural Corporation
                       2401 East Katella Avenue, Suite 650
                            Anaheim, California 92806
                     (Name and Address of Agent for Service)

                                 (714) 634-4200
        (Telephone Number, including area code, of Agent for Service)

                                    Copy to:

                             Benjamin M. Polk, Esq.
                          Whitman Breed Abbott & Morgan
                                 200 Park Avenue
                            New York, New York 10166


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                      Proposed Maximum     Proposed Maximum
Title of Securities   Amount to be     Offering Price          Aggregate          Amount of
to be Registered       Registered        Per Share*         Offering Price       Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                <C>                <C>    
Common Stock            500,000           $2.13               $1,065,000         $323.00

*        Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant to Rules 457(c) and (h) of the  Securities  Act of 1933 on the
         basis of the  average  of the bid and asked  price of the  Registrant's
         Common  Stock on November  14, 1997 as reported on the NASDAQ Small Cap
         Market System.
</TABLE>


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information
Item 2.  Registrant Information and Employee Plan Annual Information


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.      Incorporation of Documents By Reference

             The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December  31,  1996,  its  Quarterly  Report on Form 10-Q for the  period  ended
September  30,  1997  and the  description  of the  Common  Stock  contained  in
Post-Effective  Amendment No. 12 to the Company's  Registration  Statement  (No.
33-35796)  on Form  S-3  filed  August  4,  1993,  are  incorporated  herein  by
reference,  and all documents  filed by the Company  pursuant to Section  13(a),
13(c),  14 or 15(d) of the  Exchange  Act  after  the date of this  registration
statement  and prior to the  termination  of the offering of the Shares shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents.

             All  documents  filed by the Company  pursuant  to Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.      Description of Securities

             Not Applicable.

Item 5.      Interests of Named Experts and Counsel

             Certain legal matters  relating to the Common Stock offered  hereby
are being passed upon for the Company by Whitman Breed Abbott & Morgan. Benjamin
M. Polk, a member of Whitman Breed Abbott & Morgan,  is a member of the Board of
Directors of the Company and has received a grant of options under the Company's
Stock Option Plan For Outside Directors.

Item 6.      Indemnification of Officers and Directors

             Section 145 of the  Delaware  General  Corporation  Law, as amended
(the "DGCL"),  permits, under certain circumstances,  the indemnification of any
person with respect to any threatened,  pending,  or completed action,  suit, or
proceeding, whether civil, criminal,  administrative, or investigative, to which
such person was or is a party or is  threatened  to be made a party by reason of
the fact that such person is or was a director,  officer,  employee, or agent of
the corporation or was serving in a similar  capacity for another  enterprise at
the  request  of the  corporation.  To the  extent  that  a  director,  officer,
employee,  or agent of the corporation has been successful in defending any such
proceeding,  the DGCL provides  that he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.
<PAGE>

             With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses  (including  attorney's fees) if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed to the best interests of the corporation. The statute provides, however,
that no  indemnification  is  allowed  in such a  proceeding  if such  person is
adjudged  liable to the  corporation  unless,  and only to the extent that,  the
court may, upon  application,  determine that he is entitled to  indemnification
under the circumstances. With respect to proceedings other than those brought by
or in the right of the  corporation,  such  person  may be  indemnified  against
judgments,  fines,  and amounts paid in settlement,  as well as expenses,  if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action,  had no reasonable  cause to believe his conduct was unlawful,
notwithstanding the outcome of the proceeding.  Except with respect to mandatory
indemnification  of  expenses  to  successful  defendants  as  described  in the
preceding paragraph or pursuant to a court order, the indemnification  described
in this paragraph may be made only upon a determination in each specific case by
majority vote of a quorum of directors not parties to the proceeding, by written
opinion of independent legal counsel, or by the stockholders, that the defendant
met the applicable standard of conduct described above.

             The DGCL permits a corporation  to advance  expenses  incurred by a
proposed  indemnity in advance of final  disposition of the proceeding  provided
the indemnity  undertakes  to repay such  advanced  expenses if it is ultimately
determined  that  he is not  entitled  to  indemnification.  A  corporation  may
purchase  insurance on behalf of an  indemnity  against any  liability  asserted
against him in his designated  capacity,  whether or not the corporation  itself
would be empowered to indemnify him against such liability.

             Delaware  law also  provides  that the  above  rights  shall not be
deemed exclusive of other rights of  indemnification  or advancement of expenses
under any bylaw, agreement,  vote of stockholders or disinterested directors, or
otherwise.  The registrant's  Certificate of Incorporation  and Bylaws generally
require the  registrant to indemnify  and advance  expenses to its directors and
its officers (and permit the registrant to indemnify and advance expenses to its
employees and agents) to the fullest extent not prohibited by Section 145 of the
DGCL as the same exists or may hereafter be amended.

             Section  102(b)(7) of the DGCL  permits  Delaware  corporations  in
their certificates of incorporation to eliminate or limit the personal liability
of directors to the  corporation or its  stockholders  for monetary  damages for
breaches of certain duties. Under the registrant's Certificate of Incorporation,
a director of the registrant shall, to the maximum extent currently or hereafter
permitted by section 102(b)(7) of the DGCL (or any successor  provision) have no
personal  liability to the registrant or its  stockholders  for monetary damages
for  breach of  fiduciary  duty as a  director.  Section  102(b)(7)  of the DGCL
provides that Delaware  corporations may not eliminate or limit the liability of
a  director:  (i) for any  breach  of the  director's  duty  of  loyalty  to the
registrant or its stockholders,  (ii) for acts or omissions not in good faith or
that involve  intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of  the  DGCL  (involving  certain  unlawful  dividends  and  stock
purchases or  redemptions),  or (iv) for any transaction from which the director
derived an improper personal benefit.

             The registrant  maintains  insurance  covering the liability of the
registrant to its directors and officers  under the terms and  provisions of the
By-Laws of the  registrant and covering its directors and officers for liability
incurred in their capacities as such directors and officers.

Item 7.      Exemption From Registration Claimed

             Not Applicable.

Item 8.      Exhibits

             All exhibits are filed herewith unless otherwise  indicated.  For a
list of the Exhibits required by this Section, see the Exhibit Index immediately
following the signature pages.
<PAGE>

Item 9.      Required Undertakings

             (1) The undersigned registrant hereby undertakes:

                 (a) To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising after the effective date of the registration statement (or the most
recent  post-effective  amendment  thereof) which,  individually or in the
aggregate,  represent a fundamental change in the information set forth in the
registration statement;

                     (iii)To  include any material information with  respect  to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

     provided, however, that paragraphs(a)(1)(i)and(a)(1)(ii)do not apply if the
registration  statement is on Form S-3 or S-8 and the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                 (b) That,  for the purpose of determining  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                 (c) To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                 (d) That, for purposes of determining  any liability  under the
Securities Act of 1933,  each filing of the Company's  annual report pursuant to
Section  13(a) or 15(d)  of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                 (e) Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of 1933 may be permitted to directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Anaheim,  State of  California,  on the 26 day of
November, 1997.

                                            HANSEN NATURAL CORPORATION
                                            (Registrant)


                                            By: /s/ RODNEY C. SACKS
                                            Rodney C. Sacks, Chairman


                               POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Rodney C. Sacks and Hilton H.  Schlosberg  and each acting alone,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities,  to sign any or all amendments or  supplements to this  Registration
Statement and to file the same with all exhibits  thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing necessary or appropriate to be done with respect to
this  Registration  Statement or any  amendments  or  supplements  hereto in the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.


Signature                       Title                             Date

/s/ RODNEY C. SACKS           Chairman of the Board and        November 26, 1997
----------------------        Chief Executive Officer
Rodney C. Sacks               (Principal Executive Officer)


/s/ HILTON H. SCHLOSBERG      Vice Chairman of the Board,      November 26, 1997
------------------------      President; Secretary and Director
Hilton H. Schlosberg          (Principal Financial and
                              Accounting Officer)


/s/ HAROLD C. TABER, JR.      Director                         November 26, 1997
------------------------
Harold C. Taber, Jr.


/s/ BENJAMIN M. POLK          Director                         November 26, 1997
------------------------
Benjamin M. Polk


/s/ NORMAN C. EPSTEIN         Director                         November 26, 1997
------------------------
Norman C. Epstein


<PAGE>

                                 EXHIBIT INDEX


Set forth below is a list of Exhibits to the  Company's  registration  statement
filed on Form S-8 either filed  herewith or  previously  filed as indicated  and
incorporated herein by reference.


Description
-------------

4(a)        Certificate of Incorporation(filed as an exhibit to the Registration
            Statement on Form S-3 (no. 33-35796)).
4(b)        Amendment to  Certificate of  Incorporation  (filed as an exhibit to
            the proxy statement dated September 21, 1992).
4(c)        By-Laws (filed as an Exhibit to the Registration Statement on Form
            S-3 (no.33-35796)).
5           Opinion of Whitman Breed Abbott & Morgan.
10(a)       Hansen Natural Corporation Stock Option Plan (filed as an exhibit to
            the proxy statement dated September 21, 1992).
10(b)       Hansen Natural  Corporation  Stock Option Plan For Outside Directors
            (filed as an exhibit to the proxy statement dated June 10, 1994).
10(c)       Amendment to Hansen Natural  Corporation Stock Option Plan (filed as
            an exhibit to the proxy statement dated October 14, 1997).
10(d)       Supplemental Legend to Hansen Natural Corporation Stock Option Plan.
            (filed as an exhibit to the Registration Statement on Form S-8
            (no. 33-92526))
10(e)       Supplemental Legend to Hansen Natural Corporation Stock Option Plan
            For Outside Directors.  (filed as an exhibit to the Registration
            Statement on Form S-8 (no. 33-92526))
24(a)       Consent of Whitman  Breed Abbott & Morgan  (contained in the opinion
            filed as Exhibit 5 hereto).
24(b)       Consent of Deloitte & Touche.


<PAGE>

                                                        EXHIBITS 5 AND 24(a)



                                          (212) 351-3000

                                          December 1, 1997


Hansen Natural Corporation
2401 East Katella Avenue, Suite 650
Anaheim, California  92806

          Re:     Hansen Natural Corporation/Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have  acted as  counsel to Hansen  Natural  Corporation,  a
Delaware  corporation  (the  "Company"),  in connection with the preparation and
filing with the Securities and Exchange  Commission of a registration  statement
on Form S-8 (the  "Registration  Statement")  registering an additional  500,000
shares of common stock,  $.005 par value per share,  of the Company (the "Common
Stock")  reserved  for  issuance  under the  Company's  Stock  Option  Plan (the
"Plan").

                  We have  examined  such  corporate  records of the Company and
other documents and made such  investigations of law as we have deemed necessary
and appropriate to render the opinion expressed herein.

                  Based  upon  the  foregoing,  we are of the  opinion  that the
Common  Stock to be issued  under the Plan will be,  when issued and paid for in
the manner  contemplated  by the Plan and the related  option  agreements,  duly
issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this opinion  letter as an
exhibit to the Registration Statement and to the reference to our name under the
heading "Experts" in the Prospectus included in the Registration  Statement.  In
giving this consent,  we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.

                  Benjamin M. Polk, a member of this firm,  is a director of the
Company  and has been  granted  options  to  purchase  Common  Stock  under  the
Company's Stock Option Plan For Outside Directors.

                                    Very truly yours,

                                    /s/ WHITMAN BREED ABBOTT & MORGAN



<PAGE>

                                                            EXHIBIT 24(b)


                         INDEPENDENT AUDITORS' CONSENT



                  We  consent  to  the   incorporation   by  reference  in  this
Registration  Statement of Hansen Natural  Corporation on Form S-8 of our report
dated  March  25,  1997  included  in the  Annual  Report on Form 10-K of Hansen
Natural Corporation for the year ended December 31, 1996.


/s/ DELOITTE & TOUCHE LLP


Costa Mesa, California
November 26, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22096}]
{"company-data": {"conformed-name": "HANSEN NATURAL CORP", "cik": "0000865752", "assigned-sic": "2086", "irs-number": "391679918", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41333", "film-number": "97731114"}, "business-address": {"street1": "2401 E KATELLA AVE STE 650", "city": "ANAHEIM", "state": "CA", "zip": "92806", "phone": "7146344200"}, "mail-address": {"street1": "2401 EAST KATELLA AVE", "city": "ANAHEIM", "state": "CA", "zip": "92806"}, "former-company": {"former-conformed-name": "UNIPAC CORP", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on December 2, 1997
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           HANSEN NATURAL CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

            Delaware
(State or Other Jurisdiction of                              39-1679918
Incorporation or Organization)                            (I.R.S. Employer
                                                        Identification No.)

                       2401 East Katella Avenue, Suite 650
                            Anaheim, California           92806
               (Address of Principal Executive Offices) (Zip Code)

                  Hansen Natural Corporation Stock Option Plan
                            (Full Title of the Plan)

                            Rodney C. Sacks, Chairman
                           Hansen Natural Corporation
                       2401 East Katella Avenue, Suite 650
                            Anaheim, California 92806
                     (Name and Address of Agent for Service)

                                 (714) 634-4200
        (Telephone Number, including area code, of Agent for Service)

                                    Copy to:

                             Benjamin M. Polk, Esq.
                          Whitman Breed Abbott & Morgan
                                 200 Park Avenue
                            New York, New York 10166

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum
Title of Securities   Amount to be     Offering Price          Aggregate          Amount of
to be Registered       Registered        Per Share*         Offering Price       Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock            500,000           $2.13               $1,065,000         $323.00

*        Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant to Rules 457(c) and (h) of the  Securities  Act of 1933 on the
         basis of the  average  of the bid and asked  price of the  Registrant's
         Common  Stock on November  14, 1997 as reported on the NASDAQ Small Cap
         Market System.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
Item 2.  Registrant Information and Employee Plan Annual Information
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents By Reference

             The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December  31,  1996,  its  Quarterly  Report on Form 10-Q for the  period  ended
September  30,  1997  and the  description  of the  Common  Stock  contained  in
Post-Effective  Amendment No. 12 to the Company's  Registration  Statement  (No.
33-35796)  on Form  S-3  filed  August  4,  1993,  are  incorporated  herein  by
reference,  and all documents  filed by the Company  pursuant to Section  13(a),
13(c),  14 or 15(d) of the  Exchange  Act  after  the date of this  registration
statement  and prior to the  termination  of the offering of the Shares shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents.

             All  documents  filed by the Company  pursuant  to Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.      Description of Securities

             Not Applicable.

Item 5.      Interests of Named Experts and Counsel

             Certain legal matters  relating to the Common Stock offered  hereby
are being passed upon for the Company by Whitman Breed Abbott & Morgan. Benjamin
M. Polk, a member of Whitman Breed Abbott & Morgan,  is a member of the Board of
Directors of the Company and has received a grant of options under the Company's
Stock Option Plan For Outside Directors.

Item 6.      Indemnification of Officers and Directors

             Section 145 of the  Delaware  General  Corporation  Law, as amended
(the "DGCL"),  permits, under certain circumstances,  the indemnification of any
person with respect to any threatened,  pending,  or completed action,  suit, or
proceeding, whether civil, criminal,  administrative, or investigative, to which
such person was or is a party or is  threatened  to be made a party by reason of
the fact that such person is or was a director,  officer,  employee, or agent of
the corporation or was serving in a similar  capacity for another  enterprise at
the  request  of the  corporation.  To the  extent  that  a  director,  officer,
employee,  or agent of the corporation has been successful in defending any such
proceeding,  the DGCL provides  that he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.
With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses  (including  attorney's fees) if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed to the best interests of the corporation. The statute provides, however,
that no  indemnification  is  allowed  in such a  proceeding  if such  person is
adjudged  liable to the  corporation  unless,  and only to the extent that,  the
court may, upon  application,  determine that he is entitled to  indemnification
under the circumstances. With respect to proceedings other than those brought by
or in the right of the  corporation,  such  person  may be  indemnified  against
judgments,  fines,  and amounts paid in settlement,  as well as expenses,  if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action,  had no reasonable  cause to believe his conduct was unlawful,
notwithstanding the outcome of the proceeding.  Except with respect to mandatory
indemnification  of  expenses  to  successful  defendants  as  described  in the
preceding paragraph or pursuant to a court order, the indemnification  described
in this paragraph may be made only upon a determination in each specific case by
majority vote of a quorum of directors not parties to the proceeding, by written
opinion of independent legal counsel, or by the stockholders, that the defendant
met the applicable standard of conduct described above.

             The DGCL permits a corporation  to advance  expenses  incurred by a
proposed  indemnity in advance of final  disposition of the proceeding  provided
the indemnity  undertakes  to repay such  advanced  expenses if it is ultimately
determined  that  he is not  entitled  to  indemnification.  A  corporation  may
purchase  insurance on behalf of an  indemnity  against any  liability  asserted
against him in his designated  capacity,  whether or not the corporation  itself
would be empowered to indemnify him against such liability.

             Delaware  law also  provides  that the  above  rights  shall not be
deemed exclusive of other rights of  indemnification  or advancement of expenses
under any bylaw, agreement,  vote of stockholders or disinterested directors, or
otherwise.  The registrant's  Certificate of Incorporation  and Bylaws generally
require the  registrant to indemnify  and advance  expenses to its directors and
its officers (and permit the registrant to indemnify and advance expenses to its
employees and agents) to the fullest extent not prohibited by Section 145 of the
DGCL as the same exists or may hereafter be amended.

             Section  102(b)(7) of the DGCL  permits  Delaware  corporations  in
their certificates of incorporation to eliminate or limit the personal liability
of directors to the  corporation or its  stockholders  for monetary  damages for
breaches of certain duties. Under the registrant's Certificate of Incorporation,
a director of the registrant shall, to the maximum extent currently or hereafter
permitted by section 102(b)(7) of the DGCL (or any successor  provision) have no
personal  liability to the registrant or its  stockholders  for monetary damages
for  breach of  fiduciary  duty as a  director.  Section  102(b)(7)  of the DGCL
provides that Delaware  corporations may not eliminate or limit the liability of
a  director:  (i) for any  breach  of the  director's  duty  of  loyalty  to the
registrant or its stockholders,  (ii) for acts or omissions not in good faith or
that involve  intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of  the  DGCL  (involving  certain  unlawful  dividends  and  stock
purchases or  redemptions),  or (iv) for any transaction from which the director
derived an improper personal benefit.

             The registrant  maintains  insurance  covering the liability of the
registrant to its directors and officers  under the terms and  provisions of the
By-Laws of the  registrant and covering its directors and officers for liability
incurred in their capacities as such directors and officers.

Item 7.      Exemption From Registration Claimed

             Not Applicable.

Item 8.      Exhibits

             All exhibits are filed herewith unless otherwise  indicated.  For a
list of the Exhibits required by this Section, see the Exhibit Index immediately
following the signature pages.
Item 9.      Required Undertakings

             (1) The undersigned registrant hereby undertakes:

                 (a) To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising after the effective date of the registration statement (or the most
recent  post-effective  amendment  thereof) which,  individually or in the
aggregate,  represent a fundamental change in the information set forth in the
registration statement;

                     (iii)To  include any material information with  respect  to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

     provided, however, that paragraphs(a)(1)(i)and(a)(1)(ii)do not apply if the
registration  statement is on Form S-3 or S-8 and the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                 (b) That,  for the purpose of determining  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                 (c) To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                 (d) That, for purposes of determining  any liability  under the
Securities Act of 1933,  each filing of the Company's  annual report pursuant to
Section  13(a) or 15(d)  of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                 (e) Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of 1933 may be permitted to directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Anaheim,  State of  California,  on the 26 day of
November, 1997.

                                            HANSEN NATURAL CORPORATION
                                            (Registrant)

                                            By: /s/ RODNEY C. SACKS
                                            Rodney C. Sacks, Chairman

                               POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Rodney C. Sacks and Hilton H.  Schlosberg  and each acting alone,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities,  to sign any or all amendments or  supplements to this  Registration
Statement and to file the same with all exhibits  thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing necessary or appropriate to be done with respect to
this  Registration  Statement or any  amendments  or  supplements  hereto in the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.

Signature                       Title                             Date

/s/ RODNEY C. SACKS           Chairman of the Board and        November 26, 1997
----------------------        Chief Executive Officer
Rodney C. Sacks               (Principal Executive Officer)

/s/ HILTON H. SCHLOSBERG      Vice Chairman of the Board,      November 26, 1997
------------------------      President; Secretary and Director
Hilton H. Schlosberg          (Principal Financial and
                              Accounting Officer)

/s/ HAROLD C. TABER, JR.      Director                         November 26, 1997
------------------------
Harold C. Taber, Jr.

/s/ BENJAMIN M. POLK          Director                         November 26, 1997
------------------------
Benjamin M. Polk

/s/ NORMAN C. EPSTEIN         Director                         November 26, 1997
------------------------
Norman C. Epstein
EXHIBIT INDEX

Set forth below is a list of Exhibits to the  Company's  registration  statement
filed on Form S-8 either filed  herewith or  previously  filed as indicated  and
incorporated herein by reference.

Description
-------------

4(a)        Certificate of Incorporation(filed as an exhibit to the Registration
            Statement on Form S-3 (no. 33-35796)).
4(b)        Amendment to  Certificate of  Incorporation  (filed as an exhibit to
            the proxy statement dated September 21, 1992).
4(c)        By-Laws (filed as an Exhibit to the Registration Statement on Form
            S-3 (no.33-35796)).
5           Opinion of Whitman Breed Abbott & Morgan.
10(a)       Hansen Natural Corporation Stock Option Plan (filed as an exhibit to
            the proxy statement dated September 21, 1992).
10(b)       Hansen Natural  Corporation  Stock Option Plan For Outside Directors
            (filed as an exhibit to the proxy statement dated June 10, 1994).
10(c)       Amendment to Hansen Natural  Corporation Stock Option Plan (filed as
            an exhibit to the proxy statement dated October 14, 1997).
10(d)       Supplemental Legend to Hansen Natural Corporation Stock Option Plan.
            (filed as an exhibit to the Registration Statement on Form S-8
            (no. 33-92526))
10(e)       Supplemental Legend to Hansen Natural Corporation Stock Option Plan
            For Outside Directors.  (filed as an exhibit to the Registration
            Statement on Form S-8 (no. 33-92526))
24(a)       Consent of Whitman  Breed Abbott & Morgan  (contained in the opinion
            filed as Exhibit 5 hereto).
24(b)       Consent of Deloitte & Touche.
EXHIBITS 5 AND 24(a)

                                          (212) 351-3000

                                          December 1, 1997

Hansen Natural Corporation
2401 East Katella Avenue, Suite 650
Anaheim, California  92806

          Re:     Hansen Natural Corporation/Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have  acted as  counsel to Hansen  Natural  Corporation,  a
Delaware  corporation  (the  "Company"),  in connection with the preparation and
filing with the Securities and Exchange  Commission of a registration  statement
on Form S-8 (the  "Registration  Statement")  registering an additional  500,000
shares of common stock,  $.005 par value per share,  of the Company (the "Common
Stock")  reserved  for  issuance  under the  Company's  Stock  Option  Plan (the
"Plan").

                  We have  examined  such  corporate  records of the Company and
other documents and made such  investigations of law as we have deemed necessary
and appropriate to render the opinion expressed herein.

                  Based  upon  the  foregoing,  we are of the  opinion  that the
Common  Stock to be issued  under the Plan will be,  when issued and paid for in
the manner  contemplated  by the Plan and the related  option  agreements,  duly
issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this opinion  letter as an
exhibit to the Registration Statement and to the reference to our name under the
heading "Experts" in the Prospectus included in the Registration  Statement.  In
giving this consent,  we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.

                  Benjamin M. Polk, a member of this firm,  is a director of the
Company  and has been  granted  options  to  purchase  Common  Stock  under  the
Company's Stock Option Plan For Outside Directors.

                                    Very truly yours,

                                    /s/ WHITMAN BREED ABBOTT & MORGAN
EXHIBIT 24(b)

                         INDEPENDENT AUDITORS' CONSENT

                  We  consent  to  the   incorporation   by  reference  in  this
Registration  Statement of Hansen Natural  Corporation on Form S-8 of our report
dated  March  25,  1997  included  in the  Annual  Report on Form 10-K of Hansen
Natural Corporation for the year ended December 31, 1996.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California
November 26, 1997