<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 29, 1996, 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
                       ---------------------------------------
                                   (Title of Class)

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, 1996, was $50,280,041.  For purposes of this
calculation, 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 only class of common stock
on November 30, 1996, was 11,051,690.

                      THE EXHIBIT INDEX IS LOCATED AT PAGE 15.


<PAGE>

                         DOCUMENTS INCORPORATED BY REFERENCE

    The following portions of the Registrant's Annual Report to Shareholders
for the year ended September 29, 1996 (which portions are filed as an exhibit to
this Form 10-K in accordance with Item 601(b)(13)(ii) of Regulation S-K)  and
Proxy Statement for the 1997 Annual Meeting of Shareholders (to be filed with
the Commission by January 7, 1997) are incorporated by the reference below as
the Item of this Form l0-K indicated.

Part of Form 10-K                      Portion of Annual Report
-----------------                      ------------------------

1.  Part II, Item 5.                   1.   See caption entitled "Quarterly
    Market for Registrant's Common          Stock Data."
    Equity and Related Stockholder
    Matters.

2.  Part II, Item 6.                   2.   See caption entitled "Selected
    Selected Financial Data.                Financial Data."

3.  Part II, Item 7.                   3.   See caption entitled "Management's
    Management's Discussion and             Discussion and Analysis of Results
    Analysis of Financial Condition         of Operations and Financial
    and Results of Operations               Condition."

4.  Part II, Item 8.                   4.   See Consolidated Balance Sheets,
    Financial Statements and                Statements of Income & Retained
    Supplementary Data.                     Earnings, Statements of Cash Flows,
                                            Independent Auditors' Report, and
                                            Notes to Consolidated Financial
                                            Statements.

                                       Portion of Proxy Statement
                                       --------------------------

5.  Part III, Item 10.                 5.   See caption entitled
    Directors and Executive                 "Election of Directors."
    Officers of the Registrant.

6.  Part III, Item 11.                 6.   See caption entitled
    Executive Compensation.                 "Compensation of Execu-
                                            tive Officers and Directors."

7.  Part III, Item 12.                 7.   See caption entitled
    Security Ownership of                   "Security Ownership of
    Certain Beneficial Owners               Management and Beneficial
    and Management.                         Ownership."


                                         -2-

<PAGE>

8.  Part III, Item 13.                 8.   See captions entitled
    Certain Relationships                   "Election of Directors"
    and Related Transactions.               and "Related Party Transactions."

                                        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 has not changed its form of organization or mode of conducting
business and has not acquired or disposed of any material amount of assets other
than in the ordinary course of business.

    (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.  Because the business
of the Registrant is conducted in only one industry segment, no breakdown of
revenue, operating profit, or assets attributable to industry segments is
presented.

    (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 four
subsidiaries and four divisions described below:

         (A)  THE LYNDE COMPANY.  This wholly owned subsidiary is a compounder
    and distributor of chemicals for swimming pool maintenance.  Sales for
    Lynde to its range of commercial, industrial and municipal customers are
    handled by the Registrant's Sales Division (discussed below).  Lynde's
    territory covers the nine-state area discussed above.

         (B)  FEED-RITE CONTROLS, INC.  This wholly owned subsidiary
    specializes in providing water and waste-water treatment equipment and
    chemicals and in testing water samples in Minnesota, Wisconsin, Iowa, North
    Dakota, South Dakota and Nebraska.

         (C)  MON-DAK CHEMICAL, INC.  This wholly owned subsidiary is a
    regional distributor of the Registrant's products and of laundry, dry
    cleaning, and janitorial supplies in Montana, Wyoming, and the Dakotas.

         (D)  DAKOTA CHEMICAL, INC.  This wholly owned subsidiary also is a
    regional distributor of the Registrant's products, including water and
    waste-water treatment equipment and chemicals, in Iowa, Minnesota,
    Nebraska, and the Dakotas.

         (E)  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


                                         -3-

<PAGE>

    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 shipments during the period
    the Mississippi River is open to barge traffic (approximately March 1
    through December 1).  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 the 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
    twice.  No substantial interruptions to sales resulted from the floods
    because railroad tank cars have been successfully used as an alternative
    means of supply.  Although the use of tank cars has resulted in additional
    costs, results of operations have not been materially impacted.  No
    assurance can be given that flooding will not reoccur or that there will
    not be substantial damage or interruption to the business of the
    Registrant's Hawkins Terminal  Division in the future.

         (F)  ARROWHEAD CHEMICAL DIVISION.  This division distributes
    industrial chemicals, water and waste-water treatment equipment and
    chemicals, and laundry, dry cleaning, and janitorial supplies in northern
    Minnesota, northern Wisconsin, and the upper peninsula of Michigan.

         (G)  INDUSTRIAL CHEMICAL AND EQUIPMENT DIVISION.  This division was
    created in October 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.
    John H. Michel, the former President of Industrial Chemical & Equipment Co.
    manages this division.

         (H)  SALES DIVISION.  In addition to handling sales for The Lynde
    Company and the Hawkins Terminal Division, the 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 in fiscal 1996 were not material to the
Registrant's results of operations for the period.


                                         -4-

<PAGE>

    (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.

    (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, however, is
that they 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, this product could add materially to the Registrant's
revenues and profits.

    (v)  SEASONAL ASPECTS.  The sale of water treatment chemicals used in
swimming pools and 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 chemical business.

    (vii)  DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS.  No one customer
represents more than approximately 4% of the Registrant's sales, but the loss of
the 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.


                                         -5-

<PAGE>

    (ix)  GOVERNMENT CONTRACTS.  No material portion of 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.  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.

    (xi)  RESEARCH AND DEVELOPMENT.  Registrant does not have a formal research
and development function; employees are assigned to research and development
problems 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.  Registrant
does not currently anticipate making any material capital expenditures for
environmental control facilities during fiscal year 1997.

    (xiii)  EMPLOYEES.  The number of persons employed by the Registrant and
its subsidiaries as of September 29, 1996 was 145.

    (d)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.  Because the Registrant deals in only one geographic area of  the United
States, no breakdown of revenue, profitability or assets attributable to
different geographic areas is meaningful to an understanding of Registrant's
business.

    ITEM 2.   PROPERTIES.

    The Registrant's principal location consists of approximately seven acres
of land in Minneapolis, Minnesota, with five buildings containing a total of
125,000 square feet of office and warehouse space.  The Registrant's principal
office, out of which the Sales Division operates, is located in one of these
buildings, at 3100 East Hennepin Avenue.  The other buildings are used by the
Registrant and its Lynde and Feed-Rite Controls subsidiaries, and the Industrial
Chemical & 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 one of its subsidiaries.


                                         -6-

<PAGE>

Subsidiary                                                      Approximate
or Division             Location            Primary Use         Square Feet
-----------             --------            -----------         -----------

Feed-Rite Controls      Fargo, ND(1)        Office and          22,800
                                             Warehouse

                        Fond du Lac, WI(2)  Warehouse           20,300

                        Slater, IA          Warehouse            8,000

Mon-Dak Chemical        Washburn, ND        Office and          14,000
                                             Warehouse

                        Billings, MT        Office and           6,000
                                             Warehouse

Dakota Chemical         Aberdeen, SD        Warehouse            8,000

                        Sioux Falls, SD(3)  Warehouse           18,000

                        Rapid City, SD      Warehouse            3,600


Hawkins Terminal
Division                St. Paul, MN(4)     Office, Ware-       32,000
                                             house and
                                             Garage

Arrowhead Chemical      Superior, WI        Office and          17,000
                                             Warehouse

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

    (1) This facility is occupied by Feed-Rite Controls (17,800 square feet)
and leased to a third party (5,000 square feet).

    (2) In addition to the space in this building being used by Feed-Rite
Controls, 10,000 square feet of space is being leased by the Registrant to third
parties.

    (3) The Sioux Falls facility is occupied by Dakota Chemical (12,000 square
feet) and leased to a third party (6,000 square feet).

    (4) 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


                                         -7-

<PAGE>

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.  Thereafter, the
Registrant has options 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.

    On January 1, 1996, the Registrant sold a 52,000 square foot building in
St. Paul, Minnesota, pursuant to a contract for deed.  This office and warehouse
facility was formerly used in connection with the operation of Tessman Seed,
Inc., a wholly owned subsidiary of the Registrant.  Substantially all of the
assets of Tessman Seed were sold by the Registrant during fiscal 1995.

    On May 31, 1996, the Registrant acquired a 35,000 square foot building
adjacent to its Minneapolis facilities.  This facility will be used primarily as
warehouse space and will be put into use during the first half of calendar 1997.

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

    ITEM 3.   LEGAL PROCEEDINGS.

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

    LYNDE COMPANY WAREHOUSE FIRE. On March 1, 1995, the Company and its
    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.
    This proceeding is pending in state district court in Hennepin County,
    Minnesota.  The plaintiffs are seeking damages for personal injury,
    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 and punitive damages.  The plaintiffs are also
    seeking to have the lawsuit certified as a class action.  The Company has
    denied liability and intends to vigorously defend itself and its subsidiary
    in this matter.

    Discovery has proceeded in this lawsuit and the plaintiffs have made a
    motion for certification as a class action.  The Company's response to the
    class certification motion is due in January of 1997.  No hearing on the
    plaintiffs' motion has been scheduled.  It is not possible at this time to
    predict what effect liability imposed upon the Company, if any, will have
    on the results of operations or financial condition of the Company.

    The Company's primary and umbrella insurers have denied a tender of the
    defense of the COOKSEY lawsuit and have denied any obligation to indemnify
    the Company for damages claimed by third parties in connection with the
    fire.  This denial is based on a "Total Pollution Exclusion" which purports
    to exclude coverage for bodily injury and other losses


                                         -8-


<PAGE>

    caused by a release of pollutants, even if such release is caused by a
    hostile, unintended fire.  On July 7, 1995, the Company commenced suits
    against The North River Insurance Company and the Westchester Fire
    Insurance Company, the primary and umbrella insurers, respectively.  These
    actions were filed in the United States District Court for the District of
    Minnesota.  The suits sought declaratory relief consisting of a finding
    that the Company has coverage under both the primary and umbrella policies.
    The defendant insurers filed general denials of the allegations contained
    in the Company's complaint.

    The federal magistrate hearing the cases found in favor of the Company on
    the issue of indemnification with respect to both insurers (North River on
    June 27, 1996, and Westchester on July 15, 1996).  The insurers
    subsequently moved for review of the magistrate's decision by the District
    Court, which affirmed the magistrate's decisions in their entirety on
    October 7, 1996.  The insurers have indicated that they intend to appeal
    the District Court's decision to the Eighth Circuit Court of Appeals.  It
    is not possible, therefore, to determine at this time what recovery, if
    any, may be obtained by the Company.

    Because the Company's insurers have denied tender of the defense of the
    COOKSEY lawsuit, the Company has incurred significant legal fees and
    expenses in fiscal 1996 and will continue to do so in future periods.  The
    actual legal fees and expenses, and liability or settlement costs, if any,
    which will ultimately be borne by the Company as a result of the COOKSEY
    matter are highly dependent on a variety of technical legal issues as well
    as the ultimate result of the litigation regarding insurance coverage.

    During fiscal 1995, the Company recorded $750,000 to cover its currently
    expected settlement costs; as of September 29, 1996, the Registrant has
    paid $626,800 in settlement costs related to the COOKSEY lawsuit.  The
    Registrant estimates, based on facts currently available to its Management,
    that this reserve will be sufficient to cover the Registrant's probable
    exposure for settlement costs in connection with the COOKSEY lawsuit.  It
    is possible, however, that future developments may make additional reserves
    prudent and necessary in future periods.

The Registrant became self-insured with respect to products liability claims in
December 1985 with the establishment of a $1,000,000 trust fund, found as a
separate line item on the balance sheet, to fund this self-insurance program.
No claims covered by this program have been made to date.  As of October 1,
1989, the Registrant again secured product liability insurance of $1,000,000,
although the trust fund is currently in place as an umbrella over this insurance
coverage.


    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.


                                         -9-

<PAGE>

                                       PART II


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

    See the Registrant's Annual Report for the year ended September 29, 1996,
referenced on page 2 of this Form 10-K.

    ITEM 6.   SELECTED FINANCIAL DATA.

    See the Registrant's Annual Report for the year ended September 29, 1996,
referenced on page 2 of this Form 10-K.

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

    See the Registrant's Annual Report for the year ended September 29, 1996,
referenced on page 2 of this Form 10-K.

    ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    See the Registrant's Annual Report for the year ended September 29, 1996,
referenced on page 2 of this Form 10-K.

    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 disclosures
have occurred during the Registrant's two most recent fiscal years or any
subsequent interim period.


                                       PART III


    ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    See the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.

    ITEM 11.  EXECUTIVE COMPENSATION.

    See the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.


                                         -10-

<PAGE>

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

    See the Registrant's Proxy Statement for 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.

    ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    See the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Commission by January 7, 1997, referenced on
page 2 of this Form 10-K.


                                       PART IV

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

(A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES, AND EXHIBITS.

    1.   The following consolidated financial statements of Hawkins Chemical,
Inc. and subsidiaries, together with the Independent Auditors' Report, found
under appropriate headings in the Registrant's 1996 Annual Report to
Shareholders, are hereby incorporated by reference in this Annual Report on Form
10-K.

    Consolidated Balance Sheets at September 29, 1996 and October 1, 1995

    Consolidated Statements of Income and Retained Earnings for the Years Ended
    September 29, 1996, October 1, 1995 and October 2, 1994.

    Consolidated Statements of Cash Flows for the Years Ended September 29,
    1996, October 1, 1995 and October 2, 1994.

    Notes to Consolidated Financial Statements

    Independent Auditors' Report

    2.   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.

    Schedule for the Years Ended September 29, 1996, October 1, 1995 and
    October 2, 1994:

    II             -    Valuation and Qualifying Accounts


                                         -11-

<PAGE>

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 subsidiaries.

    3.   (a)  EXHIBITS.

    The following exhibits are included with this Annual Report on Form 10-K
(or incorporated by reference) as required by Item 601 of Regulation S-K.


3.1 Amended and Second Restated Articles of Incorporation as amended through
    February 28, 1989 (Incorporated by reference to Exhibit 3D to the
    Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
    1989).

3.2 Second Amended and Superseding By-Laws as amended through February 15, 1995
    (incorporated by reference to Exhibit 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* Portions of Annual Report to Security Holders for period ended September
    29, 1996.

21* Subsidiaries of Registrant.

23* Independent Auditors' Consent and Report on Schedule.

27* Financial Data Schedule

*  Denotes previously unfiled documents.

(b) REPORTS ON FORM 8-K.

    None.


                                         -12-

<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 29, 1996.                  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.

By  /s/ Dean L. Hahn                   Dated:  December 29, 1996
   --------------------------------
   Dean L. Hahn, Chief Executive
   Officer, Director

By  /s/ Howard J. Hawkins              Dated:  December 29, 1996
   --------------------------------
   Howard J. Hawkins, Chairman
   Emeritus, Director

By  /s/ Donald L. Shipp                Dated:  December 29, 1996
   --------------------------------
   Donald L. Shipp, President, Director

By  /s/ Howard M. Hawkins              Dated:  December 29, 1996
   --------------------------------
   Howard M. Hawkins, Treasurer
   Chief Financial and Accounting
   Officer, Director

By  /s/ Carl J. Ahlgren                Dated:  December 29, 1996
   --------------------------------
   Carl J. Ahlgren, Director

By  /s/ Norman P. Anderson             Dated:  December 29, 1996
   --------------------------------
   Norman P. Anderson, Director

By  /s/ John S. McKeon                 Dated:  December 29, 1996
   --------------------------------
   John S. McKeon, Director

By  /s/ John R. Hawkins                Dated:  December 29, 1996
   --------------------------------
   John R. Hawkins, Director

By  /s/ S. Albert Diez Hanser          Dated:  December 29, 1996
   --------------------------------
   S. Albert Diez Hanser, Director

By  /s/ Duane M. Jergenson             Dated:  December 29, 1996
   --------------------------------
   Duane M. Jergenson, Director



                                         -13-

<PAGE>


                                     SCHEDULE II

                       HAWKINS CHEMICAL, INC. AND SUBSIDIARIES


                          VALUATION AND QUALIFYING ACCOUNTS
  FOR THE YEARS ENDED SEPTEMBER 29, 1996, OCTOBER 1, 1995 AND OCTOBER 2, 1994

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

YEAR ENDED:
  September 29, 1996    $347,871   $ 68,046    $   ---      $71,915    $344,002
                        -------------------------------------------------------
                        -------------------------------------------------------

YEAR ENDED:
 October 1, 1995         $115,661   $200,499    $62,879     $31,168    $347,871
                        -------------------------------------------------------
                        -------------------------------------------------------

YEAR ENDED:
  October 2, 1994       $ 92,269  $ 71,610     $   ---      $48,218    $115,661
                        -------------------------------------------------------
                        -------------------------------------------------------


Reserve deducted from
 asset to which it
 applies - allowance
 for inventory market
 valuation:

YEAR ENDED:
  September 29, 1996    $  ---     $  ---      $ ---        $  ---     $ ---
                        -------------------------------------------------------
                        -------------------------------------------------------

YEAR ENDED:
  October 1, 1995       $  ---     $  ---      $ ---        $  ---     $ ---
                        -------------------------------------------------------
                        -------------------------------------------------------

YEAR ENDED:
  October 2, 1994        $1,470,000 $ ---      $  ---      $1,470,000   $  ---
                        -------------------------------------------------------
                        -------------------------------------------------------



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<PAGE>

                                  INDEX TO EXHIBITS


Exhibit No.   Description of Exhibit
-----------   ----------------------

3.1           Amended and Second Restated Articles of
              Incorporation as amended through February 28, 1989
              (Incorporated by reference to Exhibit 3D to the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended March 31, 1989).

3.2           Second Amended and Superseding By-Laws as amended
              through February 15, 1995 (incorporated by reference
              to Exhibit 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*           Portions of Annual Report to Security Holders for
              period ended September 29, 1996

21*           Subsidiaries of Registrant.

23*           Independent Auditors' Consent and Report on Schedule.

27*           Financial Data Schedule.


*  Denotes previously unfiled documents.




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