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 Registrant as Specified in its Charter)

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


                              1010 Railroad Street
                            Corona, California 92882
              (Address of Principal Executive Offices) (Zip Code)

               HANSEN NATURAL CORPORATION 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Rodney C. Sacks
                       Chairman of the Board of Directors
                          and Chief Executive Officer
                           Hansen Natural Corporation
                              1010 Railroad Street
                            Corona, California 92882
                    (Name and Address of Agent for Service)


                                 (909) 739-6200
         (Telephone Number, Including Area Code, of Agent for Service)
                           --------------------------

                                   Copies to:
                             Benjamin M. Polk, Esq.
                              Winston & Strawn LLP
                                200 Park Avenue
                            New York, New York 10166
                                 (212) 294-6700




                        CALCULATION OF REGISTRATION FEE

 Title of
securities                  Proposed maximum   Proposed maximum      Amount of
  to be        Amount to     offering price   aggregate offering   registration
registered   be registered    per share (2)        price(2)             fee
-----------  --------------  ----------------  -----------------   -------------
Common stock,  2,000,000         $8.78            $17,560,000        $2,224.85
par value      shares (1)
$0.005 per
share.


     (1) Plus  such  indeterminate  number  of  shares  of  common  stock of the
Registrant as may be issued to prevent dilution  resulting from stock dividends,
stock splits or similar transactions in accordance with Rule 416.


     (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee. It is not known how many of these shares will be purchased
or at what price. The estimate of the proposed maximum aggregate  offering price
has been  calculated  based on the offering of all 2,000,000  shares  registered
under the registration  statement, at a price of $8.78 per share, which is the
average of the high and low prices of the Registrant's Common Stock as quoted on
the Nasdaq SmallCap Market on January 28, 2004.


<PAGE>


                                     PART I

     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to  employees,  directors  or others as  specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the  "Securities  Act"). In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the  "Commission")  and the instructions to Form S-8, such documents
are not being  filed  with the  Commission  either as part of this  Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Hansen  Natural   Corporation  (the   "Corporation")   is  subject  to  the
informational and reporting  requirements of Sections 13(a), 14 and 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Commission.  The following documents previously filed with the Commission by
the  Registrant  pursuant to the  Exchange  Act, are  incorporated  by reference
herein:

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002;

     (2)  The  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ended March 31, 2003, June 30, 2003 and September 30, 2003;

     (3)  The Registrant's Current Report on Form 8-K, dated September 17, 2003;
          and

     (4)  The  description of the  Registrant's  common stock,  $0.005 par value
          ("Common Stock"),  contained in Post-Effective Amendment No. 12 to the
          Registrant's  Registration  Statement on Form S-3 (File No.  33-35796)
          filed on August 4, 1993,  including  any  amendment  thereto or report
          filed for the purpose of updating such description.

     All documents  subsequently  filed with the  Commission  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by reference into the prospectus and
this  Registration  Statement  and to be part  hereof from the date of filing of
such  documents.  Any  statement  contained  herein or in a  document,  all or a
portion  of which is  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 or is 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.
<PAGE>


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  Registrant  by Winston & Strawn LLP.  Benjamin M. Polk,  a
partner of Winston & Strawn  LLP, is a member of the Board of  Directors  of the
Registrant.

Item 6.   Indemnification of Directors and Officers.

     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.

                                       2
<PAGE>


     Delaware  law also  provides  that the  above  rights  shall  not be deemed
exclusive of other rights of  indemnification  or  advancement of expenses under
any by-law,  agreement,  vote of stockholders  or  disinterested  directors,  or
otherwise.  The Registrant's  Certificate of Incorporation and By-Laws 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 permitted by law.

     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.  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.

The Index to Exhibits immediately  preceding the exhibits is attached hereto and
incorporated herein by reference.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) 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;

          (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; and

          (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;

                                       3
<PAGE>


Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, 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.

          (3) 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.

          (b)  That,  for  purposes  of  determining  any  liability  under  the
     Securities Act, each filing of the  Registrant's  annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where  applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d)  of the  Exchange  Act)  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.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons of the Registrant  pursuant to the  provisions  described in Item 6
     above, or otherwise, the Registrant has been advised that in the opinion of
     the Commission such  indemnification  is against public policy as expressed
     in the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  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
     Registrant  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  Securities  Act and will be governed by
     the final adjudication of such issue.

                                       4
<PAGE>




                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
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, the State of California, on January 30, 2004.

                                HANSEN  NATURAL  CORPORATION

                                By: \s\ Rodney C. Sacks
                                    ------------------------
                                    Name:  Rodney C. Sacks
                                    Title: Chairman of the Board of Directors
                                           and Chief Executive Officer



     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Rodney C. Sacks and Hilton H.  Schlosberg,  and
each of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to do any and all acts and things and  execute,  in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Hansen Natural Corporation to
comply with the Securities Act of 1933, as amended,  and any requirements of the
Securities and Exchange  Commission in respect  thereof,  in connection with the
filing with the Securities and Exchange Commission of the registration statement
on Form S-8  under the  Securities  Act,  including  specifically,  but  without
limitation,  power and  authority  to sign the name of the  undersigned  to such
registration  statement,  and  any  amendments  to such  registration  statement
(including  post-effective  amendments),  and to file the same with all exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, to sign any and all applications,  registration statements,
notices or other  documents  necessary or  advisable  to comply with  applicable
state  securities  laws, and to file the same,  together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority  to do and to  perform  each and  every  act and  thing  requisite  or
necessary to be done in and about the premises,  as fully and to all intents and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                                       5
<PAGE>


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

        Signature                      Title                       Date

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

/s/ RODNEY C. SACKS           Chairman of the Board of       February 4, 2004
----------------------        Directors and Chief
  Rodney C. Sacks             Executive Officer (principal
                              executive officer)

/s/ HILTON H. SCHLOSBERG      Vice Chairman of the Board     February 4, 2004
--------------------------    of Directors, President, Chief
Hilton H. Schlosberg          Operating Officer, Chief
                              Financial Officer and
                              Secretary (principal financial
                              officer, controller, and
                              principal accounting officer)


/s/ BENJAMIN M. POLK          Director                       February 4, 2004
--------------------------
Benjamin M. Polk


/s/ NORMAN C. EPSTEIN         Director                       February 4, 2004
--------------------------
Norman C. Epstein


/s/ HAROLD C. TABER, JR.      Director                       February 4, 2004
--------------------------
Harold C. Taber, Jr.



/s/ MARK S. VIDERGAUZ         Director                       February 4, 2004
--------------------------
Mark S. Vidergauz

                                       6

<PAGE>

                               INDEX TO EXHIBITS


    Exhibit No.    Description

       3.1         Certificate of Incorporation of the Registrant*

       3.2         Amendment to Certificate of Incorporation of the Registrant**

       3.3         By-Laws of the Registrant**

       4.1         Hansen Natural Corporation 2001 Stock Option Plan

       5.1         Opinion  of  Winston  &  Strawn  LLP  regarding  the
                   legality  of the securities being registered

      23.1         Consent of Deloitte & Touche LLP

      23.2         Consent of Winston & Strawn LLP (included in Exhibit 5)

      24.1         Powers of attorney  (included  in this  Registration
                   Statement  under "Signatures")



     * Filed previously as an exhibit to the Registrant's Registration Statement
      on Form S-3 (no. 33-35796) and incorporated herein by reference

     ** Filed previously as an exhibit to the Registrant's proxy statement dated
      October 21, 1992 and incorporated herein by reference

                                       7
[{"type": "S-8", "sequence": "1", "filename": "s8013004.txt", "description": "HANSEN NATURAL CORPORATION 2001 STOCK OPTION PLAN", "secsgml_size_bytes": 21368}]
{"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": "333-112482", "film-number": "04567285"}, "business-address": {"street1": "1010 RAILROAD STREET", "city": "CORONA", "state": "CA", "zip": "92882", "phone": "909-739-6200"}, "mail-address": {"street1": "1010 RAILROAD STREET", "city": "CORONA", "state": "CA", "zip": "92882"}, "former-company": {"former-conformed-name": "UNIPAC CORP", "date-changed": "19600201"}}
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 Registrant as Specified in its Charter)

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

                              1010 Railroad Street
                            Corona, California 92882
              (Address of Principal Executive Offices) (Zip Code)

               HANSEN NATURAL CORPORATION 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Rodney C. Sacks
                       Chairman of the Board of Directors
                          and Chief Executive Officer
                           Hansen Natural Corporation
                              1010 Railroad Street
                            Corona, California 92882
                    (Name and Address of Agent for Service)

                                 (909) 739-6200
         (Telephone Number, Including Area Code, of Agent for Service)
                           --------------------------

                                   Copies to:
                             Benjamin M. Polk, Esq.
                              Winston & Strawn LLP
                                200 Park Avenue
                            New York, New York 10166
                                 (212) 294-6700

                        CALCULATION OF REGISTRATION FEE

 Title of
securities                  Proposed maximum   Proposed maximum      Amount of
  to be        Amount to     offering price   aggregate offering   registration
registered   be registered    per share (2)        price(2)             fee
-----------  --------------  ----------------  -----------------   -------------
Common stock,  2,000,000         $8.78            $17,560,000        $2,224.85
par value      shares (1)
$0.005 per
share.

     (1) Plus  such  indeterminate  number  of  shares  of  common  stock of the
Registrant as may be issued to prevent dilution  resulting from stock dividends,
stock splits or similar transactions in accordance with Rule 416.

     (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee. It is not known how many of these shares will be purchased
or at what price. The estimate of the proposed maximum aggregate  offering price
has been  calculated  based on the offering of all 2,000,000  shares  registered
under the registration  statement, at a price of $8.78 per share, which is the
average of the high and low prices of the Registrant's Common Stock as quoted on
the Nasdaq SmallCap Market on January 28, 2004.
PART I

     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to  employees,  directors  or others as  specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the  "Securities  Act"). In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the  "Commission")  and the instructions to Form S-8, such documents
are not being  filed  with the  Commission  either as part of this  Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Hansen  Natural   Corporation  (the   "Corporation")   is  subject  to  the
informational and reporting  requirements of Sections 13(a), 14 and 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Commission.  The following documents previously filed with the Commission by
the  Registrant  pursuant to the  Exchange  Act, are  incorporated  by reference
herein:

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002;

     (2)  The  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ended March 31, 2003, June 30, 2003 and September 30, 2003;

     (3)  The Registrant's Current Report on Form 8-K, dated September 17, 2003;
          and

     (4)  The  description of the  Registrant's  common stock,  $0.005 par value
          ("Common Stock"),  contained in Post-Effective Amendment No. 12 to the
          Registrant's  Registration  Statement on Form S-3 (File No.  33-35796)
          filed on August 4, 1993,  including  any  amendment  thereto or report
          filed for the purpose of updating such description.

     All documents  subsequently  filed with the  Commission  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by reference into the prospectus and
this  Registration  Statement  and to be part  hereof from the date of filing of
such  documents.  Any  statement  contained  herein or in a  document,  all or a
portion  of which is  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 or is 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  Registrant  by Winston & Strawn LLP.  Benjamin M. Polk,  a
partner of Winston & Strawn  LLP, is a member of the Board of  Directors  of the
Registrant.

Item 6.   Indemnification of Directors and Officers.

     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.

                                       2
Delaware  law also  provides  that the  above  rights  shall  not be deemed
exclusive of other rights of  indemnification  or  advancement of expenses under
any by-law,  agreement,  vote of stockholders  or  disinterested  directors,  or
otherwise.  The Registrant's  Certificate of Incorporation and By-Laws 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 permitted by law.

     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.  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.

The Index to Exhibits immediately  preceding the exhibits is attached hereto and
incorporated herein by reference.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) 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;

          (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; and

          (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;

                                       3
Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, 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.

          (3) 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.

          (b)  That,  for  purposes  of  determining  any  liability  under  the
     Securities Act, each filing of the  Registrant's  annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where  applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d)  of the  Exchange  Act)  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.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons of the Registrant  pursuant to the  provisions  described in Item 6
     above, or otherwise, the Registrant has been advised that in the opinion of
     the Commission such  indemnification  is against public policy as expressed
     in the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  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
     Registrant  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  Securities  Act and will be governed by
     the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
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, the State of California, on January 30, 2004.

                                HANSEN  NATURAL  CORPORATION

                                By: \s\ Rodney C. Sacks
                                    ------------------------
                                    Name:  Rodney C. Sacks
                                    Title: Chairman of the Board of Directors
                                           and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Rodney C. Sacks and Hilton H.  Schlosberg,  and
each of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to do any and all acts and things and  execute,  in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Hansen Natural Corporation to
comply with the Securities Act of 1933, as amended,  and any requirements of the
Securities and Exchange  Commission in respect  thereof,  in connection with the
filing with the Securities and Exchange Commission of the registration statement
on Form S-8  under the  Securities  Act,  including  specifically,  but  without
limitation,  power and  authority  to sign the name of the  undersigned  to such
registration  statement,  and  any  amendments  to such  registration  statement
(including  post-effective  amendments),  and to file the same with all exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, to sign any and all applications,  registration statements,
notices or other  documents  necessary or  advisable  to comply with  applicable
state  securities  laws, and to file the same,  together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority  to do and to  perform  each and  every  act and  thing  requisite  or
necessary to be done in and about the premises,  as fully and to all intents and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                                       5
Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

        Signature                      Title                       Date

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

/s/ RODNEY C. SACKS           Chairman of the Board of       February 4, 2004
----------------------        Directors and Chief
  Rodney C. Sacks             Executive Officer (principal
                              executive officer)

/s/ HILTON H. SCHLOSBERG      Vice Chairman of the Board     February 4, 2004
--------------------------    of Directors, President, Chief
Hilton H. Schlosberg          Operating Officer, Chief
                              Financial Officer and
                              Secretary (principal financial
                              officer, controller, and
                              principal accounting officer)

/s/ BENJAMIN M. POLK          Director                       February 4, 2004
--------------------------
Benjamin M. Polk

/s/ NORMAN C. EPSTEIN         Director                       February 4, 2004
--------------------------
Norman C. Epstein

/s/ HAROLD C. TABER, JR.      Director                       February 4, 2004
--------------------------
Harold C. Taber, Jr.

/s/ MARK S. VIDERGAUZ         Director                       February 4, 2004
--------------------------
Mark S. Vidergauz

                                       6
INDEX TO EXHIBITS

    Exhibit No.    Description

       3.1         Certificate of Incorporation of the Registrant*

       3.2         Amendment to Certificate of Incorporation of the Registrant**

       3.3         By-Laws of the Registrant**

       4.1         Hansen Natural Corporation 2001 Stock Option Plan

       5.1         Opinion  of  Winston  &  Strawn  LLP  regarding  the
                   legality  of the securities being registered

      23.1         Consent of Deloitte & Touche LLP

      23.2         Consent of Winston & Strawn LLP (included in Exhibit 5)

      24.1         Powers of attorney  (included  in this  Registration
                   Statement  under "Signatures")

     * Filed previously as an exhibit to the Registrant's Registration Statement
      on Form S-3 (no. 33-35796) and incorporated herein by reference

     ** Filed previously as an exhibit to the Registrant's proxy statement dated
      October 21, 1992 and incorporated herein by reference

                                       7