<PAGE> 
                                       
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                              --------------------
                                  FORM 10-K
                                       
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 27, 1998, Commission File No. 0-7647

                               HAWKINS CHEMICAL, INC.
-------------------------------------------------------------------------------
               (Exact Name of Registrant as specified in its Charter)

         MINNESOTA                                      41-0771293
-------------------------                  ------------------------------------
 (State of Incorporation)                  (I.R.S. Employer Identification No.)

     3100 East Hennepin Avenue, Minneapolis, Minnesota             55413
-------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                     (Zip Code)

                                   (612) 331-6910
            -------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $.05 PER SHARE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.    Yes   X                No 
                                          ------                ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K / X /.

The aggregate market value of voting stock held by nonaffiliates of the 
Registrant on November 30, 1998, was $90,567,442 (based upon the last 
reported sale price on that date as reported by The Nasdaq Stock Market), 
excluding all shares held by officers and directors of the Registrant and by 
the Trustees of the Registrant's Employee Stock Ownership Plan and Money 
Purchase Pension Plan were deemed to be shares held by affiliates.  The 
number of shares outstanding of the Registrant's common stock on November 30, 
1998 was 11,355,430.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Part II of this Annual Report on Form 10-K incorporates by reference 
information (to the extent specific pages are referred to herein from the 
Registrant's Annual Report to Shareholders for the year ended September 27, 
1998.  Part III of this Annual Report on Form 10-K incorporates by reference 
information (to the extent specific sections are referred to herein) from the 
Registrant's Proxy Statement for its 1999 Annual Meeting of Shareholders to 
be held February 24, 1999.

<PAGE>
                                      
                         CAUTIONARY STATEMENT REGARDING
                 FUTURE RESULTS AND FORWARD-LOOKING STATEMENTS

     THE FUTURE RESULTS OF THE COMPANY, INCLUDING RESULTS REFLECTED IN ANY 
FORWARD-LOOKING STATEMENT MADE BY OR ON BEHALF OF THE COMPANY, WILL BE 
IMPACTED BY A NUMBER OF IMPORTANT FACTORS.  WORDS SUCH AS "MAY," "WILL," 
"EXPECT," "BELIEVE," "ANTICIPATE," "ESTIMATE," OR "CONTINUE" OR COMPARABLE 
TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.  
FORWARD-LOOKING STATEMENTS, BY THEIR NATURE, INVOLVE SUBSTANTIAL RISKS AND 
UNCERTAINTIES.

                                     PART I

     ITEM 1.       BUSINESS.

     (a)    GENERAL DEVELOPMENT OF THE BUSINESS.  The Registrant was 
incorporated under the laws of the State of Minnesota in 1955.  In the past 
year the Registrant merged three of its former subsidiaries, Feed-Rite 
Controls, Inc., Mon-Dak Chemical, Inc., Dakota Chemical, Inc. and its 
Arrowhead Chemical Division together to form a single wholly owned subsidiary 
known as Hawkins Water Treatment Group, Inc. ("HWTG").  In fiscal 1999, the 
Registrant plans to merge HWTG into the Registrant.

     (b)    FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.  Although the 
Registrant operates through several divisions, its principal business is the 
formulation, blending and distribution of bulk specialty chemicals.  
Throughout its operations the Registrant provides related products and 
services which share similar raw materials, production methods and 
distribution channels.  In the judgment of the Registrant, therefore, it is 
operating in a single industry segment.

     (c)    NARRATIVE DESCRIPTION OF THE BUSINESS.

     (i)    PRODUCTS AND MARKETS.  The Registrant's business is conducted 
throughout the nine-state area of Minnesota, Wisconsin, Iowa, North Dakota, 
South Dakota, Montana, Nebraska, Michigan and Wyoming through its 
wholly-owned subsidiary and three divisions described below:

            (A)    HAWKINS WATER TREATMENT GROUP.  This division specializes 
     in providing water and waste-water treatment equipment and chemicals and 
     in services relating to the testing of water samples in Minnesota, 
     Wisconsin, Iowa, North Dakota, South Dakota, Nebraska and Wyoming.  It 
     also operates as a distributor of the Registrant's products, and a 
     regional distributor of laundry, dry cleaning, and janitorial supplies 
     in Montana, Wyoming, the Dakotas, Minnesota, northern Wisconsin and the 
     upper peninsula of Michigan.

            (B)    HAWKINS TERMINAL DIVISION.  This division receives, stores 
     and distributes various chemicals in bulk, including liquid caustic 
     soda, phosphoric acid and aqua ammonia; manufactures sodium hypochlorite 
     (bleach); repackages liquid chlorine; and performs custom blending of 
     certain chemicals for customers according to customer formulas. 
     Approximately 80% of the business of the Hawkins Terminal Division is 
     related to liquid caustic soda.  Hawkins Terminal Division operates a 
     liquid caustic soda barge terminal to receive 

                                     -2-
<PAGE>

     shipments during the period the Mississippi River is open to barge 
     traffic (approximately April 1 through November 15).  During the 
     remainder of the year the Division relies on stockpiles, as well as 
     supplies shipped in by railroad tank car. Pursuant to operating 
     agreements it has with other chemical companies, the Registrant also 
     receives, stores and ships liquid caustic soda and other chemicals at 
     both the Hawkins "Terminal 1" location and its "Terminal 2" site which 
     is located across the river and downstream from Terminal 1.

            Since 1963, flooding of the Mississippi River has required the
     Hawkins Terminal Division to temporarily shift its operations out of its
     buildings three times, the most recent being in April 1997.  No substantial
     interruptions to sales resulted from the floods because railroad tank cars
     were successfully used as an alternative means of supply.  Although the use
     of tank cars resulted in additional costs, results of operations were not
     materially impacted.  For approximately two weeks in 1997, the areas around
     the Registrant's terminal operations were flooded, preventing shipments to
     and from these locations.  The terminals themselves were not flooded as the
     facilities were adequately protected by dikes.  All shipments were made
     from alternate locations.  The additional costs incurred as a result of the
     flooding did not materially impact the Registrant's results of operations
     for fiscal 1997.  No assurance can be given that flooding will not recur or
     that there will not be material damage or interruption to the business of
     the Registrant's Hawkins Terminal Division in the future.

            (C)    INDUSTRIAL CHEMICAL AND EQUIPMENT DIVISION.  This division
     was created in 1993 when the Registrant acquired the assets of Industrial
     Chemical & Equipment Co.  It specializes in sales to the plating and
     electronic industries, and relies on a specially trained sales staff which
     works directly with customers on their plating and other processes.

            (D)    HAWKINS SALES DIVISION.  The Hawkins Sales Division is a
     sales distribution center for industrial chemicals, laboratory chemicals
     and laboratory supplies. Bulk industrial chemicals are generally repackaged
     and sold in smaller quantities to the Registrant's customers. Sales are
     concentrated primarily in western Wisconsin, Minnesota, northern Iowa and
     North and South Dakota.  Among the principal chemicals handled by the Sales
     Division are water purification and pollution control chemicals (such as
     chlorine) and industrial chemicals (such as anhydrous ammonia, aluminum
     sulphate, hydrofluosilicic acid, soda ash, phosphates, muriatic acid, aqua
     ammonia, sulfuric acid and liquid caustic soda).

     (ii)   STATUS OF NEW PRODUCTS.  The Registrant began shipping its 
Cheese-Phos-Registered Trademark- product (discussed below) in late calendar 
1995.  Sales of this product through fiscal 1998 were not material to the 
Registrant's results of operations for the period.

     (iii)  RAW MATERIALS.  The Registrant has approximately 450 suppliers, 
including many of the major chemical producers in the United States, of which 
approximately 20 account for a majority of the purchases made by the 
Registrant. The Registrant typically has written distributorship agreements 
or supply contracts with its suppliers that are renewed from time to time.  
Although there is no assurance that any contract or understanding with any 
supplier will not be terminated in the foreseeable future, most of the basic 
chemicals purchased by the Registrant can be obtained from alternative 
sources should existing relationships be terminated.

                                     -3-
<PAGE>

     (iv)   PATENTS, TRADEMARKS, LICENSES, FRANCHISES, AND CONCESSIONS.  
There are no patents, trademarks, licenses, franchises or concessions that 
are currently material to the successful operation of the Registrant's 
business. The Registrant has, however, obtained a patent on a liquid form of 
sodium phosphate for use in the processed food industry, as described below; 
the patent was granted on October 17, 1995, and will expire on November 8, 
2013.

     Process cheese producers are increasingly moving away from dry forms of 
sodium ortho phosphates to liquid versions.  The advantages of the liquid 
form include delivery by pumping, greater measurement accuracy and 
consistency in finished product, and the elimination of undissolved chemical, 
dust, and the disposal of empty chemical bags.   The major drawback of the 
liquid sodium phosphates currently being used in the cheese processing 
industry is that it must be stored at between 130 and 160 degrees Fahrenheit 
to prevent crystallization.  Expensive heat storage and steam heated piping 
is necessary to maintain required temperatures.  Back-up generators must also 
be installed as safeguards against product cooling and solidifying in case of 
a plant power outage.

     The Registrant's patented Cheese-Phos-Registered Trademark- liquid 
sodium phosphate, which can be stored at room temperature, offers all the 
advantages of a liquid sodium phosphate product, but eliminates the need for 
high-heat delivery systems.  Although it is not currently possible to project 
the effect of Cheese-Phos-Registered Trademark- on the Registrant's results 
of operations for future periods, the Registrant does not currently expect 
this product to add materially to the Registrant's revenues and profits.

     (v)    SEASONAL ASPECTS.  The sale of water treatment chemicals used in 
municipal water treatment facilities tends to reach a higher level during  
the summer months, which are part of the Registrant's third and fourth fiscal 
quarters.

     (vi)   WORKING CAPITAL ITEMS.  As a bulk distributor of chemicals, the 
Registrant is required to carry significant amounts of inventory to meet 
rapid delivery requirements of customers.  Working capital requirements vary 
on a seasonal basis as a result of the seasonality of the water treatment 
business.

     (vii)  DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS.  No one customer 
represents more than approximately four percent of the Registrant's sales, 
but the loss of its four largest customers could have a material adverse 
effect on the Registrant's results of operations.

     (viii) BACKLOG.  Backlog is not material to an understanding of the 
Registrant's business.

     (ix)   GOVERNMENT CONTRACTS.  No material portion of the Registrant's 
business is subject to renegotiation of profits or termination of contracts 
at the election of any state or federal governmental subdivision or agency.

     (x)    COMPETITIVE CONDITIONS.  The Registrant operates in a competitive 
industry and competes with producers, distributors and sales agents offering 
chemicals equivalent to all of the products handled by the Registrant.  Many 
such producers and distributors have substantially more business and are 
substantially larger than the Registrant.  No one competitor, however, is 
dominant in Registrant's market.  Price and service are the principal methods 
of competition in the industry.

                                     -4-
<PAGE>

     (xi)   RESEARCH AND DEVELOPMENT.  The Registrant does not have a formal 
research and development function; employees are assigned to research and 
development projects as the need arises.  During the past fiscal year, 
expenditures for research and development were negligible and not material to 
Registrant's business.

     (xii)  ENVIRONMENTAL MATTERS.  The Registrant is primarily a compounder 
and distributor, rather than a manufacturer, of chemical products.  As such, 
compliance with current federal, state and local provisions regarding 
discharge of materials into the environment, or otherwise relating to the 
protection of the environment, is not anticipated to have any material effect 
upon the capital expenditures, earnings or competitive position of the 
Registrant.  The Registrant does not currently anticipate making any material 
capital expenditures for environmental control facilities during fiscal 1999.

     (xiii) EMPLOYEES.  The number of persons employed by the Registrant and 
its subsidiaries as of September 27, 1998 was 156.

     (d)    FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND 
EXPORT SALES.  Because the Registrant deals in only one geographic area of  
the United States, a breakdown of revenue, profitability or assets 
attributable to different geographic areas is not meaningful to an 
understanding of Registrant's business.

     ITEM 2.       PROPERTIES.

     The Registrant's principal location consists of approximately eleven 
acres of land in Minneapolis, Minnesota, with six buildings containing a 
total of 160,000 square feet of office and warehouse space.  The Registrant's 
principal office, out of which the Hawkins Sales Division operates, is 
located in one of these buildings, at 3100 East Hennepin Avenue.  The other 
buildings are used by the Registrant, its Hawkins Water Treatment Group 
subsidiary, and its Industrial Chemical and Equipment division.  The 
Registrant's warehouse facilities in Minneapolis have been retrofitted with 
sprinklers for fire protection; this process was completed in the second 
quarter of calendar 1996.  The Registrant carries insurance covering the 
replacement of property damaged by fire or flood.

     Information about the Registrant's other principal facilities is 
presented below.  These facilities, as well as those described above, are 
adequate and suitable for the purposes they serve.  Unless noted, each 
facility is owned and is fully utilized by the Registrant or its subsidiary.

                                     -5-
<PAGE>

<TABLE>
<CAPTION>
                                                                         Approx.
Subsidiary or Division          Location           Primary Use          Square Feet
----------------------          --------           -----------          -----------
<S>                         <C>               <C>                       <C>
Hawkins Terminal Division    St. Paul, MN(1)  Office, Warehouse and       32,000
                                                      Garage

Hawkins Water Treatment
Group                          Fargo, ND(2)    Office and Warehouse       22,800

                            Fond du Lac, WI(3)      Warehouse             20,300

                              Washburn, ND     Office and Warehouse       14,000

                              Billings, MT     Office and Warehouse        6,000

                            Sioux Falls, SD(4)      Warehouse             18,000

                             Rapid City, SD         Warehouse              3,600

                              Superior, WI     Office and Warehouse       17,000
</TABLE>


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

     (1)  The Hawkins Terminal  Division operation, located at two sites on 
opposite sides of the Mississippi River, is made up of three buildings, nine 
outside storage tanks with a total capacity of approximately 8,900,000 
gallons for the storage of  liquid caustic soda, as well as numerous smaller 
tanks for storing and mixing chemicals.  The land on which the Hawkins 
Terminal Division buildings and storage tanks are located is leased by the 
Registrant from the Port Authority of the City of St. Paul, Minnesota for a 
basic rent plus an amount based on the tonnage unloaded at both sites each 
year.  The applicable leases run until December 31, 1998, at which time the 
Registrant has an option to renew the leases for an additional five-year 
period on the same terms and conditions.  The Registrant has exercised its 
option to renew these leases.  The Registrant also has options to renew these 
leases for three additional successive five-year renewal periods (extending 
until 2018) for which the rent may be adjusted pursuant to the rental 
renegotiation provisions contained in the leases.

     (2)  This facility is occupied by Hawkins Water Treatment Group (17,800 
square feet) and leased to a third party (5,000 square feet).

     (3)  In addition to the space in this building being used by Hawkins Water 
Treatment Group, 10,000 square feet of space is being leased by the 
Registrant to third parties.

     (4)  The Sioux Falls facility is occupied by Hawkins Water Treatment Group 
(12,000 square feet) and leased to a third party (6,000 square feet).

     The Registrant and its subsidiary also own several trucks, tractors, 
trailers, and vans.

                                    -6-
<PAGE>

     ITEM 3.       LEGAL PROCEEDINGS.

     As of the date of this filing, neither the Registrant nor its subsidiary 
were involved in any pending legal proceeding to which the Registrant or its 
subsidiary was a party or of which any property of the Registrant or its 
subsidiaries were the subject other than ordinary routine litigation 
incidental to their business, except as follows:

            LYNDE COMPANY WAREHOUSE FIRE.  On March 1, 1995, the Registrant and
     its former subsidiary The Lynde Company were named as defendants in an
     action entitled DONNA M. COOKSEY, ET AL. V. HAWKINS CHEMICAL, INC. AND THE
     LYNDE COMPANY ("COOKSEY").  This action was certified as a partial class
     action in state district court in Hennepin County, Minnesota.  The
     plaintiffs sought damages for personal injury and other damages alleged to
     have been caused by the alleged release of hazardous substances as a result
     of a fire at an office/warehouse facility used by The Lynde Company.  The
     Registrant has entered into a class settlement agreement with the class,
     pursuant to which the Registrant has agreed to pay certain of the class'
     costs and expenses as well as certain compensation to the class pursuant to
     a Matrix and Plan of Distribution which form a part of the settlement
     agreement (the "Settlement Agreement").  The district court has given final
     approval of the settlement.

            The Registrant's primary and umbrella insurers had denied a tender
     of the defense of the lawsuit and had denied any obligation to indemnify
     the Registrant for damages claimed by third parties in connection with the
     fire.  On July 7, 1995, the Registrant commenced suits against The North
     River Insurance Company and the Westchester Fire Insurance Company, the
     primary and umbrella insurers, respectively, in the United States District
     Court for the District of Minnesota.  On October 6, 1996, the Court entered
     an Order for Judgment against the two insurers declaring that they each
     owed the Registrant a duty to defend the Cooksey action, that the insurers
     had breached their duty to defend and that the Registrant was entitled to
     judgment against North River in the amount of $890,174 and against
     Westchester in the amount of $90,868 for fees and expenses incurred by the
     Registrant through October of 1996 in defending against the Cooksey action
     and in prosecuting the action against the two insurers.  The two insurers
     appealed the judgments to the Eighth Circuit Court of Appeals, which
     affirmed the lower court judgments.

            During fiscal 1995, the Registrant recorded $750,000 to cover
     expected legal and settlement costs for this litigation and an additional
     $1,771,439 in fiscal 1997.  Subsequent to the end of fiscal 1998, the
     Registrant has been reimbursed for substantially all of its settlement and
     litigation expenses.  In addition, any claims remaining under the
     Settlement Agreement will be covered by the umbrella insurer as to cost of
     defense and payment of claims.


     ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of security holders during the fourth
quarter of fiscal 1998.

                                     -7-
<PAGE>

     ITEM 4A.      EXECUTIVE OFFICERS OF THE REGISTRANT.

     The executive officers of the Company, their ages and offices held, as of
December 15, 1998 are set forth below:

<TABLE>
<CAPTION>
      Name                 Age                       Office
      ----                 ---                       ------
<S>                        <C>   <C>
      Dean L. Hahn          65   Chairman of the Board and Chief Executive
                                 Officer

      Donald L. Shipp       63   Vice Chairman

      John R. Hawkins       47   President and Secretary

      Howard M. Hawkins     54   Vice President and Treasurer

      Jon C. Eaton          55   Vice President, Terminal Operations

      Kurt R. Norman        43   Vice President, Hawkins Water Treatment Group
</TABLE>


     DEAN L. HAHN has been the Chairman of the Board and Chief Executive 
Officer of the Company since 1996 and he was the President of the Company 
from 1983 to 1996.

     DONALD L. SHIPP has been the Vice Chairman of the Board since December 
1998.  He was the President of the Company from 1996 to December 1998, 
Executive Vice President from 1983 to 1996 and the President of Feed-Rite 
Controls, Inc., a subsidiary of the Company, from 1967 to 1996.

     HOWARD M. HAWKINS has been a Vice President of the Company since 1996 
and the Company's Treasurer since 1973.

     JOHN R. HAWKINS has been the Company's President since December 1998 and 
its Secretary since 1991.  He was an Executive Vice President from 1997 to 
December 1998 and Vice President of Sales from 1987 to 1997.

     JON C. EATON has been the Vice President of Terminal Operations for the 
Company since 1988.

     KURT R. NORMAN has been the Vice President of the Hawkins Water 
Treatment Group since 1996 and he was General Manager from 1988 to 1996.

                                     -8-
<PAGE>

                                       PART II

     ITEM 5.       MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS.

     The information under the caption "Quarterly Stock Data" on page 21 of 
the 1998 Annual Report is incorporated herein by this reference.

     ITEM 6.       SELECTED FINANCIAL DATA.

     The information under the caption "Selected Financial Data" on page 19 
of the 1998 Annual Report is incorporated herein by this reference.

     ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS.

     The information under the caption "Management's Discussion and Analysis" 
on pages 8 through 11 of the 1998 Annual Report is incorporated herein by 
this reference.

     ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     The information under the caption "Management's Discussion and Analysis" 
on pages 8 through 11 of the 1998 Annual Report is incorporated herein by this 
reference.

     ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements of the Company and the Independent 
Auditors' Report therefor on pages 12 through 18 of the 1998 Annual Report 
are incorporated herein by this reference.

     ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE.

     No changes in accountants or disagreements between the Registrant and 
its accountants regarding accounting principles or financial statement 
disclosure have occurred during the Registrant's two most recent fiscal years 
or any subsequent interim period.

                                     -9-
<PAGE>

                                    PART III

     ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

            The information under the captions "Election of Directors" and 
"Section 16(a) Beneficial Ownership Reporting Compliance" in the 1999 Proxy 
Statement is incorporated herein by this reference.

     ITEM 11.      EXECUTIVE COMPENSATION.

            The information under the caption "Compensation of Executive 
Officers and Directors" in the 1999 Proxy Statement is incorporated herein by 
this reference.

     ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT.

     The information under the caption "Security Ownership of Management and 
Beneficial Ownership" in the 1999 Proxy Statement is incorporated herein by 
this reference.

     ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information under the captions "Election of Directors" and "Related 
Party Transactions" in the 1999 Proxy Statement is incorporated herein by 
this reference.


                                    PART IV

     ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
FORM 8-K.

(a)(1)      FINANCIAL STATEMENTS OF REGISTRANT.

     The following consolidated financial statements of Hawkins Chemical, 
Inc. and subsidiary, together with the Independent Auditors' Report, found 
under appropriate headings in the Registrant's 1998 Annual Report, are hereby 
incorporated by reference in this Annual Report on Form 10-K.

     Consolidated Balance Sheets at September 27, 1998 and September 28, 1997.

     Consolidated Statements of Income for the Years Ended September 27, 1998,
     September 28, 1997 and September 29, 1996.

     Consolidated Statements of Shareholders' Equity for the Years Ended
     September 27, 1998, September 28, 1997 and September 29, 1996.

                                    -10-
<PAGE>


     Consolidated Statements of Cash Flows for the Years Ended September 27,
     1998, September 28, 1997 and September 29, 1996.

     Notes to Consolidated Financial Statements.

     Independent Auditors' Report.

(a)(2)      FINANCIAL STATEMENT SCHEDULES OF REGISTRANT.

     The additional financial data listed below is included as a schedule to 
this Annual Report on Form 10-K and should be read in conjunction with the 
consolidated financial statements presented in Part II, Item 8.  Schedules 
not included with this additional financial data have been omitted because 
they are not required or the required information is included in the 
financial statements or the notes.

     Independent Auditors' Report on Schedule.

     Schedule for the Years Ended September 27, 1998, September 28, 1997 and
     September 29, 1996:

     Schedule II - Valuation and Qualifying Accounts

Condensed financial information of the Registrant is not presented because no 
restrictions exist on the transfer of funds or assets between the Registrant 
and its subsidiary.

(a)(3)      EXHIBITS.

     The exhibits to this Annual Report on Form 10-K are listed on the 
Exhibit Index on page 15.

     A copy of any of the exhibits listed or referred to above will be 
furnished at a reasonable cost to any person who was a shareholder of the 
Company as of December 28, 1998, upon receipt from any such person of a 
written request for any such exhibit.  Such request should be sent to Hawkins 
Chemical, Inc., 3100 East Hennepin Avenue, Minneapolis, Minnesota, 55413, 
Attn:  Secretary.

     There are no management contracts or compensatory plans or arrangements 
required to be filed as an exhibit to this Annual Report on Form 10-K 
pursuant to Item 14(a)(3).

(b)  REPORTS ON FORM 8-K.

     None.

                                    -11-
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

                                        HAWKINS CHEMICAL, INC.
                                        By  /s/ Dean L. Hahn
                                           --------------------------
                                            Dean L. Hahn, Chairman
Dated:  December 28, 1998.                  of the Board of Directors

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has also been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                                     <C>
By  /s/ Dean L. Hahn                    Dated:  December 28, 1998
   ------------------------------
   Dean L. Hahn, Chief Executive
   Officer, Director

By  /s/ Howard J. Hawkins               Dated:  December 28, 1998
   ------------------------------
   Howard J. Hawkins, Chairman
   Emeritus, Director

By  /s/ Donald L. Shipp                 Dated:  December 28, 1998
   ------------------------------
   Donald L. Shipp, Vice Chairman,
   Director

By  /s/ John R. Hawkins                 Dated:  December 28, 1998
   ------------------------------
   John R. Hawkins, President and
   Secretary, Director

By  /s/ Howard M. Hawkins               Dated:  December 28, 1998
   ------------------------------
   Howard M. Hawkins, Treasurer
   (Chief Financial and Accounting
   Officer), Director

By  /s/ Carl J. Ahlgren                 Dated:  December 28, 1998
   ------------------------------
   Carl J. Ahlgren, Director

By  /s/ Norman P. Anderson              Dated:  December 28, 1998
   ------------------------------
   Norman P. Anderson, Director

By  /s/ John S. McKeon                  Dated:  December 28, 1998
   ------------------------------
   John S. McKeon, Director

By  /s/ Duane M. Jergenson              Dated:  December 28, 1998
   ------------------------------
   Duane M. Jergenson, Director
</TABLE>

                                    -12-
<PAGE>

                    INDEPENDENT AUDITORS' REPORT ON SCHEDULE


     We have audited the consolidated financial statements of Hawkins 
Chemical, Inc. and subsidiary (the "Company") as of September 27, 1998 and 
September 28, 1997, and for each of the three years in the period ended 
September 27, 1998, and have issued our report thereon dated December 3, 
1998; such consolidated financial statements and report are included in the 
1998 Annual Report to Shareholders and are incorporated herein by reference.  
Our audits also included the consolidated financial statement schedule of the 
Company, listed in Item 14(a)(2).  This consolidated financial statement 
schedule is the responsibility of the Company's management.  Our 
responsibility is to express an opinion based on our audits.  In our opinion, 
this consolidated financial statement schedule, when considered in relation 
to the basic consolidated financial statements taken as a whole, presents 
fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 3, 1998

<PAGE>

                                      
                                 SCHEDULE II

                    HAWKINS CHEMICAL, INC. AND SUBSIDIARY


                      VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 27, 1998, SEPTEMBER 28, 1997 AND SEPTEMBER 29,
1996

<TABLE>
<CAPTION>
                                                           ADDITIONS
                                              ----------------------------------
                        BALANCE AT            CHARGED TO              CHARGED TO                           BALANCE AT
                       BEGINNING OF           COSTS AND                 OTHER           DEDUCTIONS           END OF
DESCRIPTION                YEAR                EXPENSES                ACCOUNTS         WRITE-OFFS            YEAR
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                    <C>                <C>              <C>
Reserve deducted from
 asset to which it
 applies - allowance
 for doubtful accounts:

YEAR ENDED:
  September 27, 1998      $361,830              $32,700                 $   ---            $15,804           $378,726
                          --------------------------------------------------------------------------------------------
                          --------------------------------------------------------------------------------------------
YEAR ENDED:
  September 28, 1997      $344,002              $31,200                 $   ---            $13,372           $361,830
                          --------------------------------------------------------------------------------------------
                          --------------------------------------------------------------------------------------------
YEAR ENDED:
  September 29, 1996      $347,871              $68,046                 $   ---            $71,915           $344,002
                          --------------------------------------------------------------------------------------------
                          --------------------------------------------------------------------------------------------
</TABLE>


                                     -14-
<PAGE>
                                      
                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.   Description of  Exhibit                             Method of Filing
-----------   -----------------------                             ----------------
<S>           <C>                                         <C>
3.1           Amended and Second Restated Articles of     Incorporated by reference to Exhibit
              Incorporation as amended through            3D to the Registrant's Quarterly
              February 28, 1989.                          Report on Form 10-Q for the quarter
                                                          ended March 31, 1989.

3.2           Second Amended and Superseding By-Laws      Incorporated by reference to Exhibit
              as amended through February 15, 1995.       3.2 to the Registrant's Annual Report
                                                          on Form 10-K for the year ended
                                                          October 1, 1995.

4             See Exhibits 3.1 and 3.2 above.

13.1*         Portions of Annual Report to Security       Filed herewith electronically.
              Holders for period ended September 27,      
              1998.                                       
                                                          

21.1*         Subsidiaries of Registrant.                 Filed herewith electronically.

23.1*         Independent Auditors' Consent.              Filed herewith electronically.

27.1*         Financial Data Schedule.                    Filed herewith electronically.

</TABLE>

*  Denotes previously unfiled documents.


                                      -15-