<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
                                             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                                        39-1679918
(State of Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                         2380 Railroad Street, Suite 101
                          Corona, California 92880-5471
               (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
                         2380 Railroad Street, Suite 101
                          Corona, California 92880-5471
                     (Name and Address of Agent for Service)
                                 (909) 739-6200
             (Telephone Number, including area code, of Agent for Service)

                                    Copy to:

                             Benjamin M. Polk, Esq.
                        Whitman Breed Abbott & Morgan LLP
                                 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                1,000,000            $4.88             $4,880,000         $1,357

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

*        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 October 11,  1999 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, 1998,  its  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30, 1999 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 LLP.
Benjamin M. Polk, a member of Whitman  Breed Abbott & Morgan LLP, 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  indemnitee in advance of final disposition of the proceeding  provided
the  indemnitee  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 indemnitee  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 may maintain 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  Corona,  State of  California,  on the 24th day of
September, 1999.

                                            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        September 24, 1999
---------------------------  Chief Executive Officer
Rodney C. Sacks              (Principal Executive Officer)

/s/ HILTON H. SCHLOSBERG     Vice Chairman of the Board,      September 24, 1999
---------------------------  President; Chief Financial
Hilton H. Schlosberg         Officer, Secretary and
                             Director (Principal Financial
                             and  Accounting Officer)

/s/ HAROLD C. TABER          Director                         September 24, 1999
---------------------------
Harold C. Taber


/s/ BENJAMIN M. POLK         Director                         September 24, 1999
---------------------------
Benjamin M. Polk


/s/ NORMAN C. EPSTEIN        Director                         September 24, 1999
---------------------------
Norman C. Epstein


/s/ MARK S. VIDERGAUZ        Director                         September 24, 1999
---------------------------
Mark S. Vidergauz


<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                                                        Page
                                                                  Number
                                                               in Sequential
                                                                 Numbering
                                                                  System

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 LLP.
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)).
10(f)     Amendment to Hansen Natural Corporation Stock Option Plan (filed as
          an exhibit to the proxy statement dated August 24, 1999).
24(a)     Consent of Whitman  Breed Abbott & Morgan LLP  (contained in the
          opinion filed as Exhibit 5 hereto).
24(b)     Consent of Deloitte & Touche.


<PAGE>


                                                            EXHIBITS 5 AND 24(a)


                                          (212) 351-3000

                                          October 12, 1999


Hansen Natural Corporation
2380 Railroad Street, Suite 101
Corona, California  92880-5471

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  1,000,000 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 LLP


<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 23, 1999
included in the Annual Report on Form 10-K of Hansen Natural Corporation for the
year ended December 31, 1998.

                                               /s/ DELOITTE & TOUCHE LLP


Costa Mesa, California
October 14, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22940}]
{"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": "333-89123", "film-number": "99729200"}, "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 October 15, 1999
                                             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                                        39-1679918
(State of Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                         2380 Railroad Street, Suite 101
                          Corona, California 92880-5471
               (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
                         2380 Railroad Street, Suite 101
                          Corona, California 92880-5471
                     (Name and Address of Agent for Service)
                                 (909) 739-6200
             (Telephone Number, including area code, of Agent for Service)

                                    Copy to:

                             Benjamin M. Polk, Esq.
                        Whitman Breed Abbott & Morgan LLP
                                 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                1,000,000            $4.88             $4,880,000         $1,357

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

*        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 October 11,  1999 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, 1998,  its  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30, 1999 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 LLP.
Benjamin M. Polk, a member of Whitman  Breed Abbott & Morgan LLP, 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  indemnitee in advance of final disposition of the proceeding  provided
the  indemnitee  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 indemnitee  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 may maintain 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  Corona,  State of  California,  on the 24th day of
September, 1999.

                                            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        September 24, 1999
---------------------------  Chief Executive Officer
Rodney C. Sacks              (Principal Executive Officer)

/s/ HILTON H. SCHLOSBERG     Vice Chairman of the Board,      September 24, 1999
---------------------------  President; Chief Financial
Hilton H. Schlosberg         Officer, Secretary and
                             Director (Principal Financial
                             and  Accounting Officer)

/s/ HAROLD C. TABER          Director                         September 24, 1999
---------------------------
Harold C. Taber

/s/ BENJAMIN M. POLK         Director                         September 24, 1999
---------------------------
Benjamin M. Polk

/s/ NORMAN C. EPSTEIN        Director                         September 24, 1999
---------------------------
Norman C. Epstein

/s/ MARK S. VIDERGAUZ        Director                         September 24, 1999
---------------------------
Mark S. Vidergauz
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                                                        Page
                                                                  Number
                                                               in Sequential
                                                                 Numbering
                                                                  System

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 LLP.
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)).
10(f)     Amendment to Hansen Natural Corporation Stock Option Plan (filed as
          an exhibit to the proxy statement dated August 24, 1999).
24(a)     Consent of Whitman  Breed Abbott & Morgan LLP  (contained in the
          opinion filed as Exhibit 5 hereto).
24(b)     Consent of Deloitte & Touche.
EXHIBITS 5 AND 24(a)

                                          (212) 351-3000

                                          October 12, 1999

Hansen Natural Corporation
2380 Railroad Street, Suite 101
Corona, California  92880-5471

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  1,000,000 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 LLP
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 23, 1999
included in the Annual Report on Form 10-K of Hansen Natural Corporation for the
year ended December 31, 1998.

                                               /s/ DELOITTE & TOUCHE LLP

Costa Mesa, California
October 14, 1999