SecProbe.io

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 September 16, 2005

George F. Ohsiek
Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., MS 03-08
Washington D.C. 20549

Re:  Hansen Natural Corporation

Dear Mr. Ohsiek:

Reference  is made to your letter of August 1, 2005.  We would like to thank you
for extending  our response  deadline to September 19, 2005. We have now had the
opportunity  to  consider  the  comments in your letter and respond as set forth
below.  For ease of  reference we have used the same  paragraph  numbers as were
used in your  letter  and have  included  your  comment  immediately  above  our
response.

References  in the  "Hansen's  Response"  sections  of this  letter to the words
"Hansen", "the Company",  "we", "us", and "our", mean Hansen Natural Corporation
and  its  subsidiaries.   References  herein  to  "you",  "your",   "staff"  and
"Commission" mean the U.S. Securities and Exchange Commission and its staff.

Please note that we are requesting confidential treatment for Exhibits B through
G referred to in response to comment 3 below. Our confidential treatment request
for Exhibits B through G will be submitted  under  separate  cover in accordance
with Rule 83 of the Freedom of Information Act ("FOIA"), 17 C.F.R. 200.83.

1. Item 6. Selected  Consolidated  Financial Data, page 17
   --------------------------------------------------------
We read your  response  to comment 2 in our letter  dated June 9, 2005.  We note
your  justification  for  including  promotional  allowances  in  your  non-GAAP
performance measure, "Gross Sales" however we are unclear how you have presented
justification for including estimated returns,  allowances and cash discounts in
the  non-GAAP  measure.  Additionally,  you  have  not  disclosed  the  material
limitations  associated with the use of "Gross Sales" as compared to "Net Sales"
and the manner in which management  compensates for these limitations when using

<PAGE>

Mr. George F. Ohsiek, Jr.
Securities and Exchange Commission
September 15, 2005
Page 2 of 10

the non-GAAP  financial  measure.  Refer to Question 8 of the  Frequently  Asked
Questions Regarding the Use of Non-GAAP Financial  Measures,  which is available
on our website at www.sec.gov. We believe an alternative way to inform investors
of your sales volumes and impact promotional  allowances had in operations would
be to quantify the amount of cans or bottles sold for the various fiscal periods
and disclose the amount of promotional  allowances  included in arriving at "Net
Sales" in your MD&A  discussion  similar to your disclosure on page 57 under the
caption Advertising and Promotional Allowances.

     Hansen's Response:
     ------------------
     Consistent  with our  discussions  with your staff, we have reflected gross
     sales net of estimated returns,  spoilage allowances and cash discounts. In
     our most recent 10-Q, we have noted the limitations associated with the use
     of gross  sales and  explained  the manner in which  management  uses gross
     sales and have separately  listed and explained the level of allowances and
     promotional payments and relevance thereof.

     We respectfully  refer you to the table set out in our most recent 10-Q for
     the  quarterly  period  ended June 30, 2005 with respect to the "Results of
     Operations" subsection within the MD&A section.

     Furthermore,  in the narrative in the results of operations  for the three-
     and six- month periods,  we have  specifically  analyzed the changes in net
     sales in both price and volume and  specifically  detailed the case volumes
     in this paragraph.

     In response to the last  sentence of comment  number 1 in your letter,  the
     amount of promotional  allowances has been  specifically  identified in the
     table on page 20 of the 10-Q, as also presented in Exhibit A.

2. Notes to Consolidated financial Statements
   ------------------------------------------
We read your  response  to comment 7 in our report  dated June 9, 2005.  Product
line revenue  disclosures  should  identify  products from which each reportable
segment derives its revenue and should mirror the financial  information used to
prepare your general-purpose  financial  statements.  Please tell us the product
categories  reported to senior management in daily,  weekly or monthly sales for
the purposes of managing the business.  Please note that if providing disclosure
of product  line revenue  information  is  impracticable  you should so state in
accordance with paragraph 37 of SFAS 131. Also, refer to Section II.J.3.  of the
Current Accounting and Disclosure Issues in the Division of Corporation  Finance
updated March 4, 2005 and available on our website at www.sec.gov.

<PAGE>

Mr. George F. Ohsiek, Jr.
Securities and Exchange Commission
September 15, 2005
Page 3 of 10

     Hansen's Response:
     ------------------
     We  respectfully  refer to our  response to comment  number 7 in our letter
     dated July 15,  2005.  After  reassessing  the criteria of SFAS 131, we now
     consider  that we have two  reportable  segments,  based  on the  different
     methods by which certain product groupings  (including  package format) are
     managed  and are sold and  delivered  to  customers,  namely  Direct  Store
     Delivery ("DSD") products  (primarily energy drinks) and Warehouse delivery
     ("Warehouse")   products   (primarily  juice  based  and  soda  beverages).
     Specialty  and  Nutrition  products  have,  for  practical  purposes,  been
     discontinued.  The  last  sentence  of  paragraph  36  states  "Information
     required by paragraphs 37-39 need be provided only if it is not provided as
     part of the  reportable  operating  segment  information  provided  by this
     statement".  As we will be providing revenues by DSD and Warehouse products
     respectively,  in our future financial statements,  we believe we will meet
     the requirements of the revenue disclosures required by paragraph 37.

     We  have  daily  and  cumulative   month-to-date  sales  reports  that  are
     distributed to select  employees,  primarily sales and marketing  managers,
     and the Chief Operating  Decision Maker ("CODM").  On a monthly basis,  our
     accounting department aggregates substantially all energy products into our
     DSD Segment,  and aggregates  primarily  juice-based and soda products into
     our Warehouse  Segment.  Accordingly,  our DSD reportable  segment includes
     sales of substantially all our energy products and our Warehouse reportable
     segment includes sales of primarily our juice-based and soda beverages.

3. Segment Information, page 59
   ----------------------------
We read your  response  to  comment 12 in our  letter  dated June 9, 2005.  With
regard to your  request  to  disclose  one  reportable  segment  we refer you to
paragraphs  109-111 of SFAS 131, which address concerns about  competitive harm.
Please note that SFAS 131 does not require an enterprise  to report  information
that is not prepared  for  internal use if reporting it would be  impracticable.
From  your  response  we  fail  to see  how  reporting  the  required  SFAS  131
disclosures  would be  impracticable  for you since the  information is prepared
internally and that is the way your  reportable  segments are being managed.  In
order to better  understand  how you concluded that you only have two reportable
operating segments, please provide us the following:

*    The name and position of your chief operating decision maker;

*    A complete copy of the year end and a recent  monthly  internal  management
     report provided to your chief operating  decision-maker  that includes your
     operating results;

*    A copy of the  package  given to the Board of  Directors  for the same time
     periods; and

*    An organizational chart detailing your management structure under the chief
     operating  decision-maker as it relates to managing the operational aspects
     of your business.

<PAGE>

Mr. George F. Ohsiek, Jr.
Securities and Exchange Commission
September 15, 2005
Page 4 of 10

Additionally,  please tell us the measure(s) that your CODM uses to evaluate and
allocate resources to your operating  segments.  For each measure that you list,
as well as for revenues and gross margin,  please provide us your computation of
these  measures  for the last five years and  demonstrate  how that  information
supports  the  similarity  of the  economic  characteristics  of  the  operating
segments.  If after  reassessing  the criteria in SFAS 131, you now believe that
you have  separate  reportable  segments,  please  revise your future  financial
statements accordingly.

     Hansen's Response:
     ------------------
     In our  response  to comment  12 of your  letter  dated  June 9,  2005,  we
     determined that after reassessing SFAS 131 and the increased  percentage of
     DSD sales  attributable  to energy  drinks,  which on an on-going basis are
     demonstrating higher average gross margins than Warehouse products,  we now
     consider that we have two  reportable  segments  which  comprise DSD, whose
     principal products comprise energy drinks,  and Warehouse,  whose principal
     products comprise juice based and soda beverages.

     Please note that we have included  segment  disclosures in accordance  with
     SFAS 131 in our Form 10-Q for the three- and six-months ended June 30, 2005
     and 2004.  Please also note that Exhibits B through G referred to below are
     being  sent  to  the  Staff  under  separate   cover.   To  assist  you  in
     understanding  how we  concluded  that we  have  two  reportable  operating
     segments, please note the following:

*    The CODM of Hansen's is the  Executive  Committee of the Board of Directors
     which is currently  comprised  of our Chief  Executive  Officer,  Rodney C.
     Sacks,  and our  President,  Chief  Financial  Officer and Chief  Operating
     Officer, Hilton H. Schlosberg.

*    A copy of our year-end  reporting  package for the year ended  December 31,
     2004  provided  to the CODM is included  as Exhibit B.  Internal  financial
     information  was  historically  reported in a format  with four  divisions,
     although the business  operations of the Company were in fact  evaluated by
     the CODM on a consolidated  basis with the DSD division reporting to Rodney
     Sacks and the Warehouse division (juice,  soda and specialty)  reporting to
     Hilton  Schlosberg.  To more  accurately  reflect  the  manner in which the
     business  operations are managed,  the format of the reporting packages was
     updated to reflect the results of the DSD  segment  and  Warehouse  segment
     respectively.  This appears from the most recent reporting  package for the
     quarter  ended June 30,  2005  provided  to the CODM which is  included  as
     Exhibit C. This  package more  accurately  reflects the manner in which the
     business  operations  of the Company are managed by Rodney Sacks and Hilton
     Schlosberg individually and are evaluated on a consolidated basis by the

<PAGE>

Mr. George F. Ohsiek, Jr.
Securities and Exchange Commission
September 15, 2005
Page 5 of 10

     CODM. As appears from such reports,  gross profit, gross profit margins and
     contribution  margins from the DSD segment are  substantially  greater than
     gross  profit,  gross  profit  margins and  contribution  margins  from the
     Warehouse segment.  Historically, the gross profit and contribution margins
     of the various  products  in the  Warehouse  segment  have  generally  been
     similar.

*    A copy of our year end  reporting  package for the year ended  December 31,
     2004 provided to the Board of Directors ("Board") is included as Exhibit D.
     A copy of our most  recent  quarter end  reporting  package for the quarter
     ended June 30,  2005  provided  to our Board is  included as Exhibit E. The
     reporting packages provided to the Board have generally followed the format
     of the  reporting  packages  provided  to the CODM  (for the most  recently
     completed year or quarter  concerned prior to the Board  meeting).  In line
     with the change in the reporting package to the CODM, which more accurately
     reflects  the manner in which the  business  operations  of the Company are
     managed, the reporting package to the Board reflects the results of the two
     operating  segments of the Company,  namely DSD and  Warehouse.  Commencing
     with the quarter  ended June 30,  2005,  the Board does not receive  profit
     measure  information by product line but instead  receives such information
     for the two operating  segments of the Company.  The Board does continue to
     receive sales information on a product line basis.

*    A copy of our organizational  chart, which details the management structure
     reporting  to our CODM,  is  included as Exhibit F. As can be seen from our
     organizational  chart, the Company does not have separate managers for each
     product line. Instead,  the Company has a centralized  management structure
     that is defined along our operating  segment  lines.  Marketing,  marketing
     services,  sales and support  employees  are  generally  dedicated to their
     respective segments as a whole rather than to individual product lines.

For resource allocations,  the CODM uses variable factors and criteria that they
deem appropriate from time to time which includes,  but is not limited to, their
industry  experience  and  general  prospects  for  the  various  categories  of
beverages from time to time. The CODM currently receives  financial  information
which reflects adjusted gross sales,  allowances and promotional  payments,  net
sales,  gross profit and  contribution  margin  levels for the DSD and Warehouse
segments,  respectively,  which  they  utilize as part of their  evaluation  for
resource allocation.

Based on these measures  utilized by our CODM as listed above,  we have included
in Exhibit G summarized  financial  information  of our adjusted gross sales for
our last 5 fiscal years, 2000 through 2004 and for the six-months ended June 30,
2005 in a format consistent with our June 30, 2005 presentation.

<PAGE>

Mr. George F. Ohsiek, Jr.
Securities and Exchange Commission
September 15, 2005
Page 6 of 10

We  have  also  included  in  Exhibit  G  summarized  financial  information  of
allowances and promotional  payments,  net sales,  gross profit and gross profit
percent,  contribution  margin and contribution margin percent for last 3 fiscal
years,  2002 through 2004 and for the six-months ended June 30, 2005 in a format
consistent with our June 30, 2005  presentation.  The presentation of allowances
and  promotional  payments,  net sales,  gross  profit,  gross  profit  percent,
contribution  margin and  contribution  margin percent for fiscal years 2000 and
2001 is  impracticable  to  present  on a  comparable  segment  basis due to the
Company's  adoption  of EITF No.  01-9 in 2002.  The  adoption  of EITF No. 01-9
resulted in material  reclassifications to net sales, gross profit, gross profit
percent and  contribution  margin  percent  for the 2000 and 2001 fiscal  years.
However, these reclassifications were not tracked on a segment or product basis.
Therefore,  the comparable segment net sales, gross profit, gross profit percent
and contribution  margin percent  information for these periods is not available
or practicable to ascertain.

In addition to the quantitative economic  characteristics,  the Company reviewed
the  qualitative  economic  characteristics  of  paragraph  17 of SFAS No.  131,
reaching the following conclusions:

*    The  Company is  involved  in the